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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 10-KSB

[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
  EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2004

[]
  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
  1934 
  For the transition period from  _________ to _________.

Commission file number ________________

SHOSHONE SILVER MINING
COMPANY(Name of small business issuer in its charter)

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

|1176 Big Creek Road, Suite E-106, Kellogg Idaho | 83837     
|----------------------------------------------- | ----------
|(Address of principal executive offices)        | (Zip Code)

Issuers telephone number (208) 556-1056

Securities registered under Section 12(b) of the Exchange
Act:

|Title of each class | Name of each exchange on
        which registered
|------------------- | -------------------------------------------------
|**None**            |                                                  

Securities registered under Section 12(g) of the Exchange
Act:

Common Stock, par value $0.10(Title of Class)

Check whether the issuer is not required to file reports pursuant
  to Section 13 or 15(d) of the Exchange Act. []

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
  []
  No [ X ]

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrants knowledge, in definitive
  proxy or information statements incorporated by reference in Part III of this
  Form 10-KSB or any amendment to this Form 10-KSB. []

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

State issuers revenues for its most recent fiscal year: $
131,250

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The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days (See definition of
affiliate in Rule 12B-2 of the Exchange Act.):

(ISSUERS INVOLVED IN BAKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

Check whether the issuer has filed all documents and reports required
  to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
  of securities under a plan confirmed by a court: Yes []
  No []

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

17,393,797 shares outstanding as of December 31, 2004

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities
Act). The listed documents should be clearly described for identification
purposes.

Transitional Small Business Disclosure Format (check one): Yes
  [ X ] No []

ii

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****

**FORM 10-KSB
  For the Fiscal Year Ended December 31, 2004
  TABLE OF CONTENTS**

|PART I   |         
|-------- | --------
|         |         
|         | Item 1 -
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|         | Item 2 -
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|         | Item 3 -
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|         | Item 4 -
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|         | Item 5 -
|         |         
|PART II  |         
|         |         
|         | Item 1 -
|         |         
|         | Item 2 -
|         |         
|         | Item 3 -
|         |         
|         | Item 4 -
|         |         
|         | Item 5 -
|         |         
|         | Item 6 -
|         |         
|PART III |         
|         |         
|         | Item 1 -
|         |         
|         | Item 2 -
|         |         
|         |         

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

This annual report on form 10-KSB for the year ended December
31, 2004, may contain forward looking statements. These include statements
regarding our intent, belief or expectations, or the intent, belief or
expectations of our directors or officers with respect to:

- Our ability to generate revenues or find alternative sources of capital;
- Our ability to successfully establish mining operations and profitably
  produce platinum group or other metals at Shoshones properties;
- Our ability to maintain good title to our claims;
- Our ability to comply with existing laws and regulations relating to
  exploration and development, permitting procedures, safety precautions,
  property reclamation, employee health and safety, and environmental laws; and
- Our ability to retain key employees.

Also, whenever we use words such as believe, expect,
anticipate, intend, plan, estimate, predict or similar expressions, we
are making forward looking statements. Actual results may differ materially from
those contained in or implied by the forward looking statements as a result of
various factors. Such factors include, without limitation:

- Whether our properties are found to contain commercially viable quantities
  of minerals;
- The impact of changes in the economy, including the liquidity of precious
  metals markets, on us;

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- Changes in political and economic conditions in major metals producing
  regions, causing fluctuations in the precious metals markets;
- Inability to fund diligence work at Shoshones properties required to
  secure Shoshones rights under Shoshones unpatented mining claims;
- Compliance with and changes to regulations within the exploration,
  development and mining industries, such as regulations relating to taxes,
  royalties, land tenure and land use;
- Compliance with and changes to environmental regulations;
- Challenges to the validity of Shoshones unpatented mining claims by the
  government or third parties;
- Competition within the exploration, development and mining industries; and
- Changes in federal, state and local legislation.

These unexpected results could occur due to many different
circumstances, some of which are beyond Shoshones control, such as changes in
regulations and changes in the capital markets or the economy generally.

Forward looking statements are only expressions of our present
expectations and intentions. Forward looking statements are not guaranteed to
occur and they may not occur. You should not place undue reliance upon forward
looking statements. You should read these cautionary statements as being
applicable to all forward looking statements wherever they appear. We assume no
obligation to update the forward looking statements or the reasons why actual
results could differ from those projected in the forward looking statements to
reflect events or circumstances after the date hereof.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Shoshone
  Silver Mining Company (Shoshone") is an Idaho corporation founded as Sunrise
  Mining Company on August 4, 1969, and subsequently changed its name to Shoshone
  Silver Mining Company on January 22. 1970. The company was formed to explore,
  develop and produce precious metals with a focus on northern Idaho and initially
  Canada. The Company in the late 1990's was unable to produce economically from
  its Lakeview property and elected to concentrate more on exploration activities
  in Idaho but also increasingly other western states and Mexico. In 2004, we
  formed a wholly owned subsidiary in Mexico, Shoshone Mexico, S.A. de C.V, for
  the purposes of facilitating our Mexico property explorations and future operations.

We
  are an exploration stage company, and our activities have been limited to exploring
  and acquiring rights to explore properties which we believe are prospective
  for platinum group metals. We have identified and commenced prospecting efforts
  in several areas in favorable geologic terrain in Idaho, Montana, Arizona and
  Mexico. 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, and consequently
  we have no operating income or cash flow.

As
  used in this registration statement, "SHOHSONE MINING," "SHOSHONE," "OUR COMPANY,"
  "WE" and "OUR" refer to Shoshone Silver Mining Company.

EXPLORATION PROPERTIES

Exploration Properties

Property/Project
    Location
    Acres
    DescriptionIdaho Lakeview
    S15,22,26,27,28,29,32,33 ,34 & 35, T53N,
      R1W
    600
    Patented (10) and un-patented (15) lode claimsShoshone
    S13,14,15, T47N, R5E
    79
    Patented (5) lode claimsBullion
    S18,19,20,21, T47N, R6E
    132.5
    Patented (7) and un-patented (2) lode claimsAuxer Mine
    S20, 29, T57N, R02E
    40
    Un-patented (2) lode claimsLucky Joe
    S16, T55N, R1W
    40
    Un-patented (2) lode claims


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Regal Mine
    S31,T6N, R2E
    80
    Un-patented (4) lode claimsStillwater Extension
    S2,3,11 T6S, R16E
    200
    Un-patented (10) lode claimsArizona Goldfield
    S3,10 T19N, R20W
    80
    Un-patented (4) lode claimsGold Road Claims
    S7,12,14 T19N, R20W
    320
    Un-patented (16) lode claimsConfed Claims Lease
    S15, T53N, R1W
    240
    Un-patented (6) lode claimsMexican Exploration Properties
    State of Sonora


We currently own 11 metals mineral exploration properties and
have the right to acquire two such properties. These properties are described
below. See "Property Location Maps" for maps showing the location of each
property.

Idaho Lakeview Group

The Company has a group of patented and unpatented properties
commonly referred to as the Idaho Lakeview Group located contiguously around an
area of Bonner County near the Shoshone milling facility.

Location and Access:

The claims are in Sections 15, 22, 26, 27, 28, 29, 32, 33, 34,
and 35 of Township 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 gravel
roads. Approximately 16 miles north of Coeur d'Alene near the town of Athol 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 18-22 miles
from the highway. Many secondary roads lead from Bunco Road to the mines and
prospects of the Lakeview Mining District.

Land Status:

The Idaho Lakeview Group consists of the following:

The Weber Group consists of six patented and five unpatented
lode mining claims.

The Idaho Lakeview and Keep Cool Group consists of 4 patented
and 10 unpatented lode mining claims

On June 6, 2000, the Company signed a lease with a private
party which consisted of the following terms: to lease the mill and patented
claims for 25 years with two extensions possible, to pay $3,000 per month and a
5% royalty on any milled material, and to maintain and operate the facility with
the proper regulations which include, by definition for a mining facility, MSHA
regulations.

In May 2002, the Company wrote to this party indicating that he
was in default of the lease. After some negotiation, the Company agreed to an
amended lease effective May 1, 2002. The amended lease provided for reduced
monthly lease payments of $1,000, of which only two months were paid.

The Company declared the lessee in default again on May 30,
2003, and the matter was turned over to corporate counsel to handle in June 2003
(see "Legal Proceedings".)

We believe that we will recover full access to the property
within a period of months.

Geology:

The Lakeview 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-grey dolomite or
limestone horizons. Total thickness of the Wallace formation is in excess of
5,000 ft.

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Exploration History:

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

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 1400 ft level and between 1923 and
1943 the Lakeview mine produced 24,500 tons of ore.

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

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

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

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

A limited amount of material was removed from the Weber Pit in
the late 1970s early 1980s. Exact quantities are unknown.

Exploration Plans:

Shoshone is planning renewed exploration for the Lakeview
District properties.

- Rehabilitation of the Idaho Lakeview Main level
- Underground drilling from the Idaho Lakeview main level to intercept
  high-grade vein discovered at depth by Sunshine Mining Company, to intersect
  and define high grade vein on the 700, 1200, and 1400 levels.
- Surface geophysics to located additional surface supergene enriched zones
  that can be easily extracted and exploited for fast capital generation.
- Conduct a study to rehabilitate the mill to handle Lakeview, Regal, and
  Lucky Joe ores
- Regional airborne geophysics.

Impairment:

Although there has been continuing lack of progress of the
lessee in developing the property, when compared to the market value of the
property, the deferred costs of $266,218 have not suffered impairment.
Accordingly, as of December 31, 2003, the Company does not consider a write-down
to the carrying cost necessary.

Shoshone Group

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

Location and Access:

The 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 on to Willow Creek Road.
Travel south of willow creek road for 1 mile. Several secondary roads access
this property.

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Land Status:

The Shoshone Group consists of 5 patented lode claims totaling
79.4 acres in the St. Joe Mining District.

Geology:

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

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

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

Exploration History:

The Shoshone claim group is located in the St. Joe Mining
District of eastern Shoshone County, along the Montana border. This property
covers several prospect pits and other historic mine workings. This property has
been leased to Sterling Mining Company

The Shoshone claim group was the subject of considerable
interest and speculation in the early 1980s as Anaconda Minerals drilled the
property. Surface outcrop, including a vein structure 7,000 feet long and up to
80 feet wide, along with enormous geological anomalies shown in soil and
vegetation sampling by the USGS, led geologists to believe that substantial
silver mineralization might be found at depth. In fact, USGS geologists then
theorized that the largest silver deposits in Idahos Silver Valley might be
found in its southeast corner.

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

Bear Creek Mining Company leased the Shoshone group property in
1981. The company conducted surface geological and geo-chemical surveying.

In 2002, Shoshone Silver Mining Company re-evaluated the
Shoshone Group of claims.

Exploration Plans:

There are no plans to conduct any exploration on the Companys
Shoshone properties while the property is under lease to Sterling Mining Co. or
until a due diligence study is completed on them.

Impairment:

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

Bullion Group

The Company has a group of patented and unpatented properties
  commonly referred to as the Bullion Group located contiguously within the St.
  Joe Mining District in eastern Shoshone County, Idaho.

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Location and Access:

The claims are in Section 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 on to USFS Road 507, following
  it for 7 miles. The bullion claim group is accessed by newly cut logging roads
  from USFS road 507.

Land Status:

The Bullion group consists of 7 patented and 2 unpatented lode
claims totaling 132.5 acres.

Geology:

The rocks in the claim group are the same geologic setting as
for the Shoshone group of claims belonging to the Precambrian lower Wallace
formation.

The claim group, as is the case of the Shoshone 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 Bullion Property covers the Bullion Mine workings, located
on the Champion Vein.

Exploration History:

The Bullion claim group is located in the St. Joe Mining
District of eastern Shoshone County, along the Montana Border. The property has
been leased to Sterling Mining Company.

Bear Creek Mining Company leased the Bullion Group property in
1981. The company conducted surface geological and geo-chemical surveying.

In 2002, Shoshone Silver Mining Company re-evaluated the
Bullion Group of claims.

Exploration Plans:

There are no plans to conduct any exploration on the Shoshones
Bullion property while under lease to Sterling Mining Company, or -until a due
diligence study is completed on them.

Impairment:

This property was acquired as part of a settlement of a
promissory note owed to the Company. The value of the property was included as
an exploration expense in a prior year.

Auxer Property

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

Location and Access:

The 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 S20, 29 T57N, R02E.

The property can be accessed by logging roads leading north
from Clark Fork, Idaho along Lightning Creek for 11 miles; then by four miles of
logging roads and mine access road to the headwaters of Wellington Creek. The
property can also be accessed by five miles of gravel roads leading north from
East Hope, Idaho along Strong Creek.

Land Status:

The area covered by the Auxer claims is under Bureau of Land
Management (BLM) jurisdiction.

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The Auxer property consists of eleven contiguous unpatented
mining claims.

Geology:

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

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

There are two main gold bearing quartz veins, the Boston and
Chicago veins.

The Boston Vein can be traced for several thousand feet on the
surface. It is a 14-15 foot wide shear zone at the surface, but widens to 25
feet at a depth of 200 feet. The quartz vein contains gold, associated with the
pyrite. A grab sample taken from a 12- inch wide pyrite rich quartz lens assayed
1.2 oz/t gold and 4.0 oz/t silver. Only 50 feet of this vein has been explored
at the surface.

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

Exploration History:

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

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

In September 2003, Shoshone Silver Mining Company acquired the
property from Ashington Mining Company for $22,500.

Exploration Plans:

The following are recommended for the exploration of the Auxer
claims:

- Surface geological mapping of surface exposure of veins
- Geochemical sampling of surface and underground vein exposures
- Underground geological mapping of mine workings (if accessible)
- Systematic sampling of underground vein exposures (if accessible)
- Location of surface and underground drill sites

Impairment:

As of December 31, 2003, when compared to the market value of
the property, the deferred costs of $7,500 have not suffered impairment.
Accordingly, the Company does not consider a write-down to the carrying cost
necessary.

Lucky Joe

Location and Access:

The Lucky Joe silver-gold property is located in Bonner County,
in Sections 1 and 6, T. 55N, R1W. These holdings are located in Bonner County,
Idaho approximately 1 mile northwest of Talache Landing, and 12 miles southeast
of Sandpoint, via U.S. Highway 95 and the Mirror Lake Road.

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Land Status:

The property consists of 2 unpatented mining claims covering 40
acres of Bureau of Land Management (BLM) land.

Geology:

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

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

Mineralization of economic significance occurs as veins
contained in numerous faults and shear zones within the area. The veins occur as
lenses, pipes, and 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. A report written by A.H. Burroughs, Jr. for
Armstead Mines, Inc. in 1921 lists the mines reserves at 84,510 tones averaging
19.3 oz/t silver and 0.10 oz/t gold.

Exploration History:

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

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

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

In 1999 two claims covering 40 acres were staked for Ashington
Mining Corporation.

In 2003 we acquired the property from Ashington for
$37,500.

Exploration Plans:

The following are recommended actions for the Lucky Joe
Property:

- Rehabilitate the Talache 400 level portal
- Conduct systematic channel sampling of vein exposures on the Talache 400
  level
- Underground geological mapping of the Talache 400 level
- Surface geological mapping to identify surface expression of faults and
  veins
- Surface sampling of vein and fault exposures to extend laterally the
  mineralization
- Permit potential RC and diamond drill hole locations for surface drilling

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Impairment:

When compared to the market value of the property, the deferred
costs of $22,500 have not suffered impairment. Accordingly, as of December 31,
2003, the Company does not consider a write-down to the carrying cost
necessary.

Regal Mine

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

Location and Access:

The Regal Mine property is located 10 miles north of Bonners
Ferry, Idaho, and 0.5 miles northeast of Camp Nine on Meadow Creek, Section 31,
64N, R2E, Boise Meridian.

The property can be accessed by traveling 7.5 miles north on
Highway 95 from Bonners Ferry, then taking USFS Road 397 six miles to an access
road that leads to the mine. The property is accessible year round.

Land Status:

The Regal property consists of four contiguous unpatented
mining claims that cover 80 acres of BLM property in the Moyie-Yaak Mining
District, Boundary County, Idaho.

Geology:

The Regal Mine is located on the west slope of Wall Mountain
(elevation 5,160 feet). The topography is mountainous with steep sided valleys.
Elevations within the property range from 3,500 to 4,400 feet above sea-level.
The property is largely covered by coniferous forest, with large areas of meadow
grassland. Soil depth on the property ranges from bedrock exposure to roughly
ten inches deep.

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

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

Exploration History:

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

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

In 1971, Silver Dollar Mining Company submitted a 39.8 - ton
(wet weight) shipment to the East Helena Smelter,

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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.

Shoshone Silver Mining Company acquired the claims in 2003 from
Ashington Mining Company for $15,000.

Exploration Plans:

The Regal Mine has the potential to host economically
extractable ore containing gold, silver, lead and zinc on a modest scale.
Historical mine maps indicate high-grade mineralization continuing below the
Number 3 level. Surface geological mapping will identify any lateral extent of
the mineralization, and if there are any parallel mineralized structures.

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

- Rehabilitate the surface shaft opening and cover all open workings to
  prevent water access.
- Rehabilitate Number 2 level portal to drain the number 2 level workings
- Stabilize mine workings with rock bolting and roof support in essential
  areas
- Conduct systematic channel sampling of vein exposures on the Number 1 and
  2 levels (if accessible)
- Perform underground geological mapping of the Number 2 level
- Perform surface geological mapping to identify surface expression of
  faults and veins
- Conduct surface stream sediment sampling program to identify additional
  areas of mineralization
- Conduct ground magnetic survey to identify possible veins and structures
- Stake additional claims to cover lateral extensions of mineralized
  structures
- Locate potential RC and diamond drill-hole locations for surface drilling
- Reconnaissance work on prospects located along strike of the structures
  controlling mineralization in the Regal Mine

Impairment:

As of December 31, 2004, when compared to the market value of
the property, the deferred costs of $15,000 have not suffered impairment.
Accordingly, the Company does not consider a write-down to the carrying cost
necessary.

Stillwater Extension Claims

The Stillwater Extension property consists of 10 un-patented
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 Elements (PGEs)
including the Stillwater Mine and East Boulder Mines.

Location and Access:

The Stillwater Extension claims are located approximately five
miles southeast of the Stillwater Mine and cover a projected eastern extension
of J-M Reef. The claims are located in Sections 2, 3, 11, T6S, R16E.

Land Status:

In 2003, Shoshone Silver Mining Company acquired the Stillwater
Claims for $15,000. The Company controls 10 unpatented lode claims covering 200
acres.

Geology:

The Stillwater Extension Claims are located within the
Stillwater mafic-ultramafic layered intrusive complex. The uniquely PGM-enriched
J-M Reef and its characteristic host rock package represent one such layer in
the sequence. The PGEs 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, and trace amounts of gold and silver.

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Exploration History:

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

In 2003, Shoshone acquired a 100% ownership in the Stillwater
Extension.

Exploration Plans:

The Company plans an evaluation program including; geologic
mapping, rock chip and soil geochemical surveys, interpretation of public domain
geophysical data. The program will be conducted to determine the suitability of
a joint venture partner.

Impairment:

The deferred costs of $15,000 were included in exploration
expenses in the year ended December 31, 2003

Arizona Goldfield Claims

The Arizona Goldfield property consists of 4 un-patented lode
claims covering 80 acres within the Oatman Mining District of Mohave County,
Arizona.

Location and Access:

The Arizona Goldfield claims are located approximately 1 mile
West of Gold Road Mine & 1 mile North of United Western Mine.

Land Status:

The Oatman District lies on the western flank of the Black
Mountains, a fault-bounded tertiary volcanic series.

In 2003, we acquired the Arizona Goldfield Claims for
$15,000.

Geology:

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

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

Exploration History:

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

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

Exploration Plans:

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The exploration plans 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.

Impairment:

The deferred costs of $15,000 were included in exploration
expenses in the year ended December 31, 2003.

Gold Road Claims

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

Location and Access:

The Gold Road claims are divided into two groups. The KO group
of 7 claims is located in S14 T19N R20W approximately 3000 ft southwest of the
Arizona Goldfield claims, approximately 0.9 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.

Land Status:

In 2003, Shoshone Silver Mining Company acquired the Arizona
Claims for $1,500.

Geology:

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

Exploration Plans:

We anticipate developing exploration plans in 2006.

Impairment:

The deferred costs of $1,500 were included in exploration
expenses in the year ended December 31, 2003.

Confed Claims Lease

The Company has leased a group of patented and unpatented
properties commonly referred to as the Confed Claims Lease that surround the
Conjecture Mine located in Bonner County, Idaho near the Shoshone milling
facility.

Location and Access:

The claims are in Section 15 of Township 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 gravel roads. Approximately 16 miles north of
Coeur d'Alene near the town of Athol 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 18-22 miles from the highway. Many secondary roads
lead from Bunco Road to the mines and prospects of the Lakeview Mining
District.

Land Status:

The Confed Claims Group consists of 6 patented and 6 unpatented
lode claims totaling 240 acres.

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Geology:

The Confed 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-grey dolomite or
limestone horizons. Total thickness of the Wallace formation is in excess of
5,000 ft.

The Conjecture Mine is hosted by the Calcareous member of the
PreCambrian  Lower Wallace Formation. Exploration work during the mid  to 
late 1950s revealed that rocks of the St. Regis Formation were also found.
Lead-Zinc-Silver mineralization occurs, in shoots, along the Conjecture Shear
Zone, the main structural feature in the mine. It is a zone of variable width
trending approximately N30°E and dips about 65°NW. Mineralization consists of
Galena, Tetrahedrite, Rhodochrosite, pyrite, arsenopyrite and quartz that fill
fractures in the brecciated, host rocks. The North-South trending Spider Fault
offsets the Conjecture Shear Zone and Lamprophyre dikes were seen during
exploration of the lowest level.

Exploration History:

The Idaho Bureau of Mines and Geology record 350 tons of
concentrate processed at the Bunker Hill Smelter from 1952 to 1954, averaging
approximately 91 oz/t gold and 4.5% lead. In the late 1950s and early 1960s,
Federal Resources extended the inclined shaft to the 700-foot level, sand a 200
foot vertical shaft, and developed the 700, 1000, 1600 and 2000-foot levels
along 2500 feet of strike, totaling over 13,000 feet of workings. Sunshine
Mining unitized the Lakeview District during the 1970s and conducted further
exploration and development work, but did not produce any ore from
Conjecture.

Exploration Plans:

The lease allows Shoshone the exclusive rights to explore,
develop, and mine the property.

Impairment:

The deferred costs of $350,000 were included in exploration
expenses in the year ended December 31, 2004.

Mexican Exploration Properties

Shoshone has an interest in several Mexican exploration
projects.

La Vibora

La Vibora is a gold-silver prospect in which Shoshone acquired
a 25% interest in the property in 2000. No exploration has been conducted on the
property since the companys acquisition. The property is located seven miles
west of Mexican Highway 17, approximately 22 miles south of the city of
Esquida.

Geology:

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

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

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

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The La Morena Placer

The property is located adjacent to the La Vibora prospect. 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 in 2000.

Geology:

Distal from the La Vibora property is the La Morena Placer.
This property has had limited auger and assaying returning average grades of
0.03 oz/t gold. No resource estimate has been completed.

Mexican Silica Properties

During 1999 Shoshone acquired varying degrees of interest in
four silica properties in Mexico:

- A 33.3% interest in the Santa Rita silica property
- A 25% interest in the Inez silica property.
- A 49% interest in the Anna and the Three Brothers silica properties.

Location and Access:

All four properties are located in Mazocahui in the state of
Sonora. They are accessed directly from Mexican Highway 17.

Exploration Plans:

No exploration work has been conducted on the silica properties
since they were acquired.

Impairment:

During 2002, in light of the continuing lack of access to the
property, the Company elected to write-down the carrying costs of $413,000 to
$0. Also, $130,500 was expensed in prior years as an exploration expense. No
additional exploration has been conducted.

Bilbao-Mexico Property

The Company owns a group of un-patented properties commonly
referred to as Bilbao located in Mexico through its subsidiary.

Location and Access:

The Bilbao property is in the Panfilo Natera mining district in
southeastern Zacatecas State, Mexico. The property is accessed by 35 miles of
paved and improved roads southeast of the city of Zacatecas.

Land Status:

The Bilbao property consists of 4 contiguous concessions
covering 3,284 acres. Historical mining has left 2 glory hole excavations and
some underground workings that are accessible. These workings expose the deposit
to a depth of 250 feet.

Geology:

The geology of the property consists of a northwesterly
trending anticline with a core of Tertiary granite. The granite batholith was
intruded into Jurassic-Cretaceous sedimentary rocks which have been covered by
co-genetic volcanics. The volcanics and alluvium obscure much of the base
geology.

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The mineralization at Bilbao presents as a lead/zinc Pyroxene
skarn developed in sedimentary limestones that are found as roof pendants in the
granite batholith. In addition to the skarn, the property also exhibits
hydrothermal vein development in both the sedimentary and igneous rocks.

All mining has occurred within 250 of the surface and has been
in the oxidized zone. Below this depth the deposit is expected to pass into a
sulfide zone. The district has also exhibited a lateral zonation from
polymetallic Pyroxene skarn into Cu/Au Garnet skarn. To date only the oxidized
Pyroxene skarn has been identified and exploited at the Bilbao site.

Exploration History:

The Bilbao property has been exploited for it mineral content
since the 1600s. However, there is very little contemporary information
available for the concession. There is no evidence or record of any drilling on
the property. An inferred resource was calculated for the property (JORC
guidelines) in 1994. This resource was based on 1200 samples collected from the
existing workings on the property. The data from this sampling is unavailable at
present. Some minor geophysics studies have been conducted in limited areas on
the property but again the data is unavailable.

Exploration Plans:

There are no plans to conduct any exploration on the Shoshones
Bilbao property until a due diligence study is completed on them.

Impairment:

The deferred costs of $80,000 were included in exploration
expenses in the year ended December 31, 2004.

OUR EXPLORATION PROCESS

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

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

We
  expect our exploration work on a given property to proceed generally in three
  phases. Our first phase typically begins with research of the available geologic
  literature, as well as personal interviews with geologists, mining engineers
  and others familiar with the prospect sites. When the research is completed,
  we augment this initial work with geologic mapping, geophysical testing and
  geochemical testing of our claims. We examine any existing workings, such as
  trenches, prospect pits, shafts or tunnels. If we identify an apparent mineralized
  zone and are able to narrow it down to a specific area, we begin trenching the
  area. Trenches are generally approximately 150 feet in length and 10 to 20 feet
  wide. These dimensions allow for a thorough examination of the surface of the
  vein structure types that we would expect to encounter at our properties. They
  also allow for efficient reclamation, re-contouring and reseeding of disturbed
  areas. Once excavation of a trench is completed, samples are taken and analyzed
  for economically potential minerals that are known to have occurred in the area
  in question. Careful interpretation of the data collected from the various tests
  assists us in determining whether a prospect has current economic potential
  and whether further exploration is warranted.

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

Our
  second phase would involve an initial examination of the underground characteristics
  of mineralization that has been identified at any particular property during
  the first phase of the exploration program. This phase is intended to identify
  any mineral deposits of potential economic importance. The methods employed
  would include:

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- more detailed geologic mapping;
- more advanced geochemical and geophysical surveys;
- more extensive trenching; and
- exploration drilling.

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

Our
  third phase would be aimed at precisely defining depth, width, length, tonnage
  and value per ton of any deposit that has been identified. We would accomplish
  this through development drilling, metallurgical testing, and obtaining other
  pertinent technical information required to define an ore reserve and complete
  a feasibility study. Depending upon the nature of the particular deposit, the
  third phase on any one property could take one to five years or more and cost
  up to $20,000,000 or more.

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

ENVIRONMENTAL COMPLIANCE

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

EMPLOYEES

Currently,
  we have 3 employees, including all three officers and all three directors.

RISK FACTORS

1. No Production History Since The 1980s - We Have Not Mined
Any Metals

While we were incorporated in 1969, our company has no recent
history of producing metals. We have not developed or operated a mine since the
1980s, and we have no recent operating history upon which an evaluation of our
future success or failure can be made. Our ability to achieve and maintain
profitable mining operations is dependent upon a number of factors,
including:

- our ability to locate an economically feasible mineral property; and
- our ability to successfully build and operate mines, processing plants and
  related infrastructure.

We are subject to all the risks associated with establishing
new mining operations and business enterprises. There can be no assurance that
we will successfully establish mining operations or profitably produce platinum
group or other metals at any of our properties.

2. History of Losses  We Expect Losses to Continue for at
Least the Next Five Years

We expect to continue to incur additional losses for at least
the next five years due to expenses associated with the

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research, exploration and development of our mineral
properties. As of December 31, 2004, we had an accumulated deficit of
$3,416,017. There can be no assurance that we will achieve or sustain
profitability in the future and our auditors expressed a concern regarding our
ability to continue as a going concern.

3. We are Subject to all of the Risks Inherent in the Mining
Industry

As an exploration and mining company, our work is highly
speculative and involves unique and greater risks than are generally associated
with other businesses. There can be no assurance that any of our properties
contain a commercially viable ore body or reserves until additional exploration
work is done and an evaluation based on such work concludes that development of
and production from the ore body is technically, economically and legally
feasible. We are subject to all of the risks inherent in the mining industry,
including, without limitation, the following (some of which we discuss in more
detail below):

- Success in discovering and developing commercially viable quantities of
  minerals is the result of a number of factors, including the quality of
  management, the interpretation of geological data, the level of geological and
  technical expertise and the quality of land available for exploration;
- Exploration involves substantial risk and significant levels of expenditure
  on projects with no guarantee of discovery of an economic discovery.
- For minerals is highly speculative and involves risks, even when conducted
  on properties known to contain quantities of mineralization, and most
  exploration does not result in the discovery of commercially mine-able ore;
- Operations are subject to a variety of existing laws and regulations
  relating to exploration and development, permitting procedures, safety
  precautions, property reclamation, employee health and safety, air and water
  quality standards, pollution and other environmental protection controls, all
  of which are subject to change and are becoming more stringent and costly to
  comply with;
- A large number of factors beyond our control, including fluctuations in
  metal prices and production costs, inflation, the proximity and liquidity of
  precious metals markets and processing equipment, government regulations,
  including regulations relating to prices, taxes, royalties, land tenure, land
  use, importing and exporting of minerals and environmental protection, and
  other economic conditions, will affect the economic feasibility of mining;
- Once mineralization is discovered, it may take several years from the
  initial phases of drilling until production is possible, during which time the
  economic feasibility of production may change;
- Substantial expenditures are required to establish proven and probable ore
  reserves through drilling, to determine metallurgical processes to extract the
  metals from the ore and, in the case of new properties, to construct mining
  and processing facilities; and
- If we proceed to development of a mining operation, our mining activities
  would be subject to substantial operating risks and hazards, including metal
  bullion losses, environmental hazards, industrial accidents, labor disputes,
  encountering unusual or unexpected geologic formations or other geological or
  grade problems, encountering unanticipated ground or water conditions,
  cave-ins, pit-wall failures, flooding, rock falls, periodic interruptions due
  to inclement weather conditions or other unfavorable operating conditions and
  other acts of God. Some of these risks and hazards are not insurable or may be
  subject to exclusion or limitation in any coverage which we obtain or may not
  be insured due to economic considerations.

4. Our Activities Are Subject To Environmental Laws And
Regulations Which May Materially Affect Our Future Operations

We, like other exploration companies doing business worldwide,
are subject to a variety of federal, provincial, state and local statutes, rules
and regulations designed:

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- to protect the environment, including the quality of the air and water in
  the vicinity of exploration, development and mining operations;
- to remediate the environmental impacts of those exploration, development
  and mining operations;
- to protect and preserve wetlands and endangered species; and
- to mitigate negative impacts on certain archeological and cultural sites.

We are required to obtain various governmental permits to
conduct exploration at our properties. Obtaining the necessary governmental
permits is often a complex and time-consuming process involving numerous U.S.,
Canadian, foreign countries, federal, provincial, state and local agencies. The
duration and success of each permitting effort are contingent upon many
variables not within our control. In the context of permitting, including the
approval of reclamation plans, we must comply with known standards, existing
laws and regulations that may entail greater or lesser costs and delays
depending on the nature of the activity to be permitted and the interpretation
of the laws and regulations implemented by the permitting authority. Currently,
three or four months are generally required to obtain the necessary permits
required to conduct small-scale drilling operations. New surface management
regulations recently finalized by the Bureau of Land Management will increase
this period on Bureau of Land Management lands. The failure to obtain certain
permits, the adoption of more stringent permitting requirements or the
imposition of extensive conditions upon the implementation of certain permits
could have a material adverse effect on our business, operations and
prospects.

Federal legislation and implementing regulations adopted and
administered by the U.S. Environmental Protection Agency, Forest Service, Bureau
of Land Management, Fish and Wildlife Service, Army Corps of Engineers, Mine
Safety and Health Administration, and other federal agencies, and legislation
such as the federal Clean Water Act, Clean Air Act, National Environmental
Policy Act, Endangered Species Act and Comprehensive Environmental Response,
Compensation and Liability Act, have a direct bearing on U.S. exploration,
development and mining operations. For example, on November 20, 2000 the Bureau
of Land Management finalized new surface management regulations applicable to
activities and operations on unpatented mining claims. Those new regulations
make small-scale (disturbing less than 5 acres of surface) exploration
activities more expensive, by requiring bonding in the amount of 100% of the
anticipated reclamation costs. Larger-scale exploration activities (disturbing 5
acres of surface or more) require the preparation and approval of a formal plan
of operations. The enactment of these regulations will make the process for
preparing and obtaining approval of a plan of operations much more time
consuming, expensive, and uncertain. New plans of operation will be required to
(i) include detailed baseline environmental information, (ii) address how
detailed reclamation performance standards will be met, (iii) go through the
environmental assessment or impact process required under the National
Environmental Policy Act (which could cost $80,000 or more per large-scale
exploration program), and (iv) go through a 30-day public comment period prior
to approval. In addition, all activities for which plans of operation are
required will be subject to a new standard of review by the Bureau of Land
Management, which must make a finding that the conditions, practices or
activities do not cause substantial irreparable harm to significant scientific,
cultural, or environmental resource values that cannot be effectively mitigated.
Due to the uncertainties inherent in the permitting process, and particularly as
a result of the enactment of the new regulations, we cannot be certain that we
will be able to timely obtain required approvals for proposed activities at any
of our properties in a timely manner, or that our proposed activities will be
allowed at all.

These federal initiatives are often administered and enforced
through state agencies operating under parallel state statutes and regulations.
Although some mines continue to be approved for development in the United
States, the process is increasingly cumbersome, time-consuming, and expensive,
and the cost and uncertainty associated with the permitting process could have a
material effect on exploring, developing or mining our properties. Compliance
with statutory environmental quality requirements described above may require
significant capital outlays, significantly affect our earning power, or cause
material changes in our intended activities. No assurance can be given that
environmental standards imposed by the federal, state or local governments will
not be changed or become more stringent, which could materially and adversely
affect our proposed activities.

5. Title To Our Mineral Properties May Be Defective And May Be
Challenged

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Our interests in our properties located in the United States
are in the form of unpatented mining claims. Unpatented mining claims are unique
property interests, in that they are subject to the paramount title of the
United States of America and rights of third parties to certain uses of the
surface and to non-locatable minerals within their boundaries, and are generally
considered to be subject to greater title risk than other real property
interests. The validity of all unpatented mining claims is dependent upon
inherent uncertainties and conditions. These uncertainties relate to matters
such as:

- The existence and sufficiency of a discovery of valuable minerals, required
  under the U.S. 1872 Mining Law to establish and maintain a valid unpatented
  mining claim;
- Proper posting and marking of boundaries in accordance with the 1872 Mining
  Law and applicable state statutes;
- Whether the minerals discovered were properly locatable as a lode claim or
  a placer claim;
- Whether sufficient annual assessment work has been timely and properly
  performed; and
- Possible conflicts with other claims not determinable from descriptions of
  record.

The validity of an unpatented mining claim also depends on the
claim having been located on un-appropriated federal land open to appropriation
by mineral location, compliance with the 1872 Mining Law and applicable state
statutes in terms of the contents of claim location notices or certificates and
the timely filing and recording of the same, and timely payment of annual claim
maintenance fees (and the timely filing and recording of proof of such payment).
In the absence of a discovery of valuable minerals, the ground covered by an
unpatented mining claim is open to location by others unless the owner is in
actual possession of and diligently working the claim. There can be no assurance
that the unpatented mining claims we own or control are valid or that the title
to those claims is free from defects. There also can be no assurance that the
validity of our claims will not be contested by the federal government or
challenged by third parties.

6. LEGISLATIVE AND ADMINISTRATIVE CHANGES TO THE MINING LAWS
COULD MATERIALLY ADVERSELY AFFECT OUR FUTURE EXPLORATION, DEVELOPMENT OR MINING
ACTIVITIES.

New laws and regulations, amendments to existing laws and
regulations, administrative interpretation of existing laws and regulations, or
more stringent enforcement of existing laws and regulations, could have a
material adverse impact on our ability to conduct exploration, development and
mining activities. For example, during the 1999 legislative session, legislation
was considered in the U. S. Congress, which proposed a number of modifications
to the Mining Law of 1872, which governs the location and maintenance of
unpatented mining claims and related activities on federal land. Among these
modifications were proposals which would have imposed a royalty on production
from unpatented mining claims, increased the cost of holding and maintaining
such claims, and imposed more specific reclamation requirements and standards
for operations on such claims. None of these proposed modifications was enacted
into law. The same or similar proposals may be considered by Congress this year
or in the future. In addition, as discussed above, Bureau of Land Management
regulations surface activities (including reclamation and financial assurance
requirements) on unpatented mining claims (other than those located in a
National Forest, which are governed by separate, but similarly stringent, Forest
Service regulations). Those regulations are more stringent than the previous
regulations, may result in a more detailed analysis of and more challenges to
the validity of existing mining claims, will impose more complex permitting
requirements earlier in the exploration process, and will be more costly and
time-consuming to comply with than existing regulations.

7. Use Of The Surface Of Our Unpatented Mining Claims Is
Subject To Regulation Which Could Materially Adversely Affect Our Activities

Any activities we conduct on the surface of our unpatented
mining claims are subject to compliance with and may be constrained or limited
by Bureau of Land Management or Forest Service surface management regulations
(in addition to the environmental and other statutes and regulations discussed
above). In addition, there are limits to the uses of the surface of unpatented
mining claims, particularly for the types of facilities which would be ancillary
to our mining operations, and both the Bureau of Land Management and the Forest
Service have some degree of discretion in

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allowing the use of federal lands that might adjoin any of our
unpatented mining claims for surface activities which we would need for
exploration, development and mining operations. Recently, for example, the
Forest Service adopted a "Road-less Initiative" which prohibits the construction
of new roads or the re-construction of existing roads in 43 million acres of
inventoried road-less areas within the National Forest System. Most of our Idaho
properties and our Montana and Arizona properties are located in the National
Forest and may be impacted by this new policy. As a result, there can be no
guarantee that we will be able to obtain the access necessary to conduct
required exploration, development or ultimately mining activities on those
properties. In addition, to the extent we progress towards the development of a
mine at any of our properties, there can be no assurance that sufficient surface
land will be available for the ancillary facilities necessary to develop the
mine.

8. We Cannot Insure Against All Of The Risks Associated With
Mining

We currently are not insured against most commercial losses or
liabilities that may arise from our exploration and other activities. Even if we
obtain additional insurance in the future, we may not be insured against all
losses and liabilities, which may arise from our activities, either because such
insurance is unavailable or because we have elected not to purchase such
insurance due to high premium costs or for other reasons.

9. We May Not Be Able To Raise The Funds Necessary To Explore
And Develop Our Mineral Properties

We need to seek additional financing from the public or private
debt or equity markets to continue our business activities. We have borrowed
from our principal shareholders to fund certain of our activities. There can be
no assurance that our principal shareholders will continue to advance funds to
us or that our efforts to obtain financing will be successful. We will need to
seek additional financing to complete our exploration and development of any
target properties, should the exploration program prove a property to be worth
developing. Sources of such external financing include future debt and equity
offerings, and possible joint ventures with another exploration or mining
company. There can be no assurance that additional financing will be available
on terms acceptable to us. The failure to obtain such additional financing could
have a material adverse effect on our results of operations and financial
condition. There can be no assurance that we will be able to secure the
financing necessary to retain our properties or to sustain exploration
activities in the future.

10. Competition  We Compete Against Larger, Better Financed
And More Experienced Companies

The exploration industry is very competitive. Exploration
companies compete to obtain and to evaluate exploration prospects for their
drilling, exploration, development, and, ultimately, mining potential. We
encounter competition from both larger, better-financed companies, and other
junior mining companies in connection with the acquisition of properties. There
can be no assurance that such competition, although customary in the industry,
will not result in delays, increased costs, or other types of negative
consequences affecting us, or that our planned exploration program will yield
commercially mine-able ore reserves.

11. We Depend On The Services of Key Personnel

The success of our exploration program will depend, in part, on
our ability to retain our existing employees, and on our ability to hire such
additional employees and consultants as are necessary to conduct our business.
No assurance can be given that we will be successful in our efforts in either of
these areas.

12. Volatility Of Metals Prices - Our Profitability And
Viability Will Be Affected By Changes In The Prices Of Metals

To the extent we are able to identify ore reserves, our ability
to develop those reserves and conduct profitable mining operations will be
greatly influenced by metal prices. These prices fluctuate widely and are
affected by numerous factors beyond our control, including:

- expectations for inflation;
- the strength of the United States dollar;
- global and regional supply and demand; and

21

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- political and economic conditions and production costs in major metals
  producing regions of the world.

The aggregate effect of these factors on metals prices is
impossible for us to predict. Metal prices sometimes are subject to rapid
short-term and/or prolonged changes because of speculative activities. The
current demand for and supply of platinum group metals affect platinum group
metal prices, but not necessarily in the same manner as current supply and
demand affect the prices of other commodities. The supply of platinum group
metals primarily consists of new production from mining. If the prices of
platinum group metals are, for a substantial period, below our foreseeable cost
of production, we could determine that it is not economically feasible to
continue the development of our projects.

13. We Have Never Paid Dividends On Our Common Stock

We have never paid any dividends on our Common Stock, and it is
not anticipated that dividends will be declared in the foreseeable future.

14. Potential Future Sales Pursuant To Rule 144 Could Depress
Our Stock Price And Adversely Affect Our Ability To Raise Additional Equity
Financing

Of our outstanding shares of common stock as of December 31,
2004, some of these shares are "restricted securities," as that term is defined
in Rule 144 under the Securities Act. In general, under Rule 144 a person who
has satisfied a one-year holding period may sell limited numbers of shares. Rule
144 also permits the sale of shares without any quantity limitation, by persons
who are not our affiliates and who have beneficially owned the shares for a
minimum period of two years. The possible sale of these restricted shares may
have a depressive effect on the price of our securities and such sales, if
substantial, might also adversely affect our ability to raise additional equity
capital.

15. Future Issuances Of Additional Common Stock Could Dilute
The Ownership Interests Of Investors

Our Board of Directors has the power to issue such shares.
Additional issuances by us from our authorized but unissued shares would have
the effect in many cases of diluting the relative ownership interest of existing
shareholders.

16. The Public Market For Our Common Stock Is Thinly Traded And
Lacks Liquidity, Which May Make It More Difficult For Investors To Sell Their
Shares

Presently, our common stock is traded under the symbol "SHSH"
on the OTC Pink Sheets that are operated by the National Association of
Securities Dealers ("NASD"). This market is thinly traded and lacks the
liquidity of other public markets with which some investors may have more
experience. There is no assurance that a more liquid trading market will develop
or, if developed, would be sustained. A purchaser of shares may, therefore, be
unable to resell any securities should he or she desire to do so. Furthermore,
it is unlikely that a lending institution would accept our securities as pledged
collateral for loans unless a regular trading market develops.

17. The United States Penny Stock Rules May Make It More
Difficult For Investors To Sell Their Shares

Because shares of our common stock will not be quoted on a
national securities exchange in the United States, the shares will be subject to
rules adopted by the U.S. Securities and Exchange Commission regulating
broker-dealer practices in connection with transactions in "penny stocks." These
rules require that prior to effecting any transaction in a penny stock, a broker
or dealer must give the customer a risk disclosure document that describes
various risks associated with an investment in penny stocks, as well as various
costs and fees associated with such an investment. It is possible that some
brokers may be unwilling to engage in transactions of shares of our common stock
because of these added disclosure requirements, which would make it more
difficult for stockholders to sell his shares. Further reference material
involving the risks of investing in "penny stocks" may be obtained from the U.S.
Securities and Exchange Commission online at their website. Other information
may be available from State Securities Regulators or Broker-Dealers with which
investors may do business.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

22

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This
  registration statement contains forward-looking statements that involve substantial
  risks and uncertainties. Investors and prospective investors in our common stock
  can identify these statements by forward-looking words such as "may," "will,"
  "expect," "intend," "anticipate," "believe," "estimate," "continue" and other
  similar words. Statements that contain these words should be read carefully
  because they discuss our future expectations, make projections of our future
  results of operations or of our financial condition or state other "forward-looking"
  information. We believe that it is important to communicate our future expectations
  to our investors. However, there may be events in the future that we are not
  able to accurately predict or control. The factors listed in the sections captioned
  "Risk Factors" and "Management's Discussion and Analysis or Plan of Operation,"
  as well as any cautionary language in this registration statement, provide examples
  of risks, uncertainties and events that may cause our actual results to differ
  materially from the expectations we describe in our forward-looking statements.

Investors
  and prospective investors in our common stock should be aware that the occurrence
  of the events described in the "Risk Factors" and "Management's Discussion and
  Analysis or Plan of Operation" sections and elsewhere in this registration statement
  could have a material adverse effect on our business, operating results and
  financial condition.

GLOSSARY OF TERMS

AMPHIBOLITE: granular metamorphic rocks.

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

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

BLEBS: a vesicle, blister or bubble.

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

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

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

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

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

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

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

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

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

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

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

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

23

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

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

GEOPHYSICS: study of the earth by quantitative physical methods.

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

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

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

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

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

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

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

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

ORE: material that can be economically mined and processed.

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

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

PYRITE: the most widespread sulfide mineral.

PYROXENITE: any group of minerals.

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

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

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

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

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

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

SULFIDE: a metallic mineral containing reduced sulphur.

24

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

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

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

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

ITEM 2. DESCRIPTION OF PROPERTIES

Our
  interests in our exploration properties are described in Item 1.

Our
  executive offices are located at 1176 Big Creek Road, Suite E-106, Kellogg,
  Idaho 83837, and our telephone number is (208) 556-1056. We lease our office
  space under a year-to-year lease for monthly rent payments of $350.

ITEM 3. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT
EMPLOYEES

DIRECTORS AND EXECUTIVE OFFICERS

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

NAME
    AGE
      POSITIONLex Smith
    51
    President and DirectorCarol Stephan
    63
    Secretary and DirectorMelanie Farrand
    49
    Treasurer and Director


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

LEX SMITH, 51

Mr. Smith holds a BA in political science from Drake
University, an associate degree in business systems management and an associate
degree in paralegal studies. Additionally, for the last 13 years he has been a
business consultant and project manager in the United States for the Lehman, Lee
& Xu Law Firm in Beijing, China, and has served as a consultant to the
Firms Mining Law Department for the past 2 years. Mr. Smith entered the mining
business in 1993 as the field manager and owner of multiple mining claims in
Montana and has subsequently been closely involved with several mining companies
and mining projects in the Pacific Northwest. Further, Mr. Smith has served as
the President of the Silver Valley Mining Association since 2003, and currently
also serves as President of Natural Resources Education Outreach, an Idaho
non-profit corporation.

CAROL STEPHAN, 63

Ms. Stephan has over 30 years of experience in the mining and
timber industries. Additionally, she is currently serving as a Director of
Sterling Mining Company, a Director and Officer of Merger Mines Corporation, a
Director and

25

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Secretary of Shoshone Silver Mining Company and as a Director
and Officer of Silver Crest Mines. Her extensive experience in the
administration and management of mining companies has been gleaned from the many
years she has worked with and managed mining and timber companies in the western
United States. In addition, Ms. Stephan currently owns and operates several
successful businesses in Idaho.

MELANIE FARRAND, 49

Ms. Farrand has been working in the mining industry for the
past five years as an administrative secretary and bookkeeper. She also serves
on the Board of Directors of several mining companies. Previously she was the
office manager for a Land Surveying company for ten years, responsible for
payroll, bookkeeping and research. Ms. Farrand is currently serving as a
Director and Officer of Shoshone Silver Mining Company.

ITEM 4. REMUNERATION OF DIRECTORS AND OFFICERS

The following table shows the total compensation that we paid
to each of our three highest paid persons during for the last fiscal year.

SUMMARY COMPENSATION TABLE

NAME
      CAPACITIES IN WHICH 
        REMUNERATION WAS
      RECEIVED
      AGGREGATE REMUNERATIONLex Smith
    President
    $4,200Carol Stephan
    Secretary
    $0.00Melanie Farrand
    Treasurer
    $0.00


Directors receive no compensation for
their service.

We have no stock option plans and have not issued any options
or warrants to any of our employees or directors.

We have no employment agreements with any of our officers.

ITEM 5. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The
  following table sets forth as of December 31, 2004 the common stock ownership
  of the directors, executive officers and each person known by us to be the beneficial
  owner of five percent or more of our common stock. The percentage of ownership
  is based on 17,393,797 shares of our common stock outstanding as of December
  31, 2004.

TITLE OF CLASS
    NAME AND ADDRESS OF BENEFICIAL OWNER
      (1):
    NUMBER OF SHARES OF COMMON STOCK
      BENEFICIALLY OWNED
    PERCENT OF SHARESCommon stock
    Lex Smith
    50,000
    0.288%*Common stock
    Carol Stephan
    549,900
    3.161%Common stock
    Melanie Farrand
    40,000
    0.230%*All officers and directors as a group (3
      persons)
    639,900
    3.679%5 PERCENT STOCKHOLDERS:Common Stock
    IGI Asset Management
    925,926
    5.323%


26

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Common Stock
    Sergey Khotimsky
    925,926
      5.323%Common Stock
    James and Patricia Scheller
    1,408,513
      8.098%Common Stock
    Eugenia Stanislavskaya
    925,926
      5.323%


| | * | Amount shown as less than 1
percent.
| | - | ------------------------------------

ITEM 6. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN
TRANSCATIONS

During the previous two fiscal years there have been no
transactions between us, or our subsidiary on the one hand, and any officer,
director or principal shareholder on the other.

PART II

ITEM 1. MARKET PRICE OF DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS

Our
  shares are traded on the OTC Pink Sheets operated by the National Association
  of Securities Dealers, Inc. (NASD) under the trading symbol SHSH. Summary trading
  by quarter for fiscal 2004 and 2003 fiscal years are as follows:

Fiscal Quarter
    High Bid [1]
    Low Bid [1]2004Fourth Quarter
    0.46
    0.23Third Quarter
    0.50
    0.38Second Quarter
    0.79
    0.36First Quarter
    0.75
    0.322003Fourth Quarter
    0.85
    0.24Third Quarter
    0.35
    0.09Second Quarter
    0.12
    0.09First Quarter
    0.14
    0.09


[1] These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions.

As
  of December 31, 2004, we had approximately 1,600 holders of record of our common
  stock. We have no equity compensation plan or plans.

We
  have not paid any dividends since our inception and do not anticipate paying
  any dividends on our common stock in the foreseeable future. There are no restrictions
  which preclude the payment of dividends.

ITEM 2. LEGAL PROCEEDINGS

On or about February 17, 2004, Shoshone Silver Mining Company
filed a complaint in the District Court for the First Judicial District of the
State of Idaho, in and for the county of Bonner against Ted Bruck, dba Bruck
Construction. Shoshone Silver Mining Company seeks to terminate the existing
lease held by Mr. Bruck of Shoshones Lakeview mill property for good cause.

27

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ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Williams
  & Webster, P.S., our accountants, were appointed in December 2004.
  There have been no disagreements on accounting and financial disclosures through
  the date of this report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No
  matters were submitted to our shareholders during the last fiscal year.

ITEM 5. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires
certain defined persons to file reports of and changes in beneficial ownership
of a registered security with the Securities and Exchange Commission and the
National Association of Securities Dealers in accordance with the rules and
regulations promulgated by the Commission to implement the provisions of Section
16. Under the regulatory procedure, officers, directors, and persons who own
more than ten percent of a registered class of a companys equity securities are
also required to furnish the Company with copies of all Section 16(a) forms they
file.

To the Companys knowledge, the Companys officers, directors
and greater than 10% beneficial owners complied with all Section 16(a) filing
requirements.

28

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ITEM 6.

Financial Statements

Board of DirectorsShoshone Silver Mining Company Coeur
dAlene, Idaho

REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING
FIRM

We have audited the accompanying consolidated balance sheets of
Shoshone Silver Mining Company (an Idaho corporation) at December 31, 2004 and
2003, and the related consolidated statements of operations and comprehensive
income, stockholders equity and cash flows for the years then ended. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards
established by the Public Company Accounting Oversight Board. Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Shoshone
Silver Mining Company at December 31, 2004 and 2003, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Companys significant operating losses raise
substantial doubt about its ability to continue as a going concern. Managements
plans are also discussed in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S. Certified Public
Accountants Spokane, Washington August 3, 2005

29

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Shoshone Silver Mining Company Consolidated Balance
Sheets

|                                                                                                                                               |   | December 31, |   |   | December 31, |  
|---------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                                                                               |   | 2004         |   |   | 2003         |  
|                                                                                                                                               |   |              |   |   |              |  
|ASSETS                                                                                                                                         |   |              |   |   |              |  
|                                                                                                                                               |   |              |   |   |              |  
|CURRENT ASSETS                                                                                                                                 |   |              |   |   |              |  
|Cash                                                                                                                                           | $ | 251,683      |   | $ | 17,403       |  
|Deposits and Prepaids                                                                                                                          |   | 19,483       |   |   | --           |  
|Supplies Inventory                                                                                                                             |   | 5,303        |   |   | --           |  
|Other current assets                                                                                                                           |   | 5,100        |   |   | 5,100        |  
|Total current assets                                                                                                                           |   | 281,569      |   |   | 22,503       |  
|                                                                                                                                               |   |              |   |   |              |  
|PROPERTY, PLANT AND EQUIPMENT                                                                                                                  |   |              |   |   |              |  
|Property, Plant and Equipment                                                                                                                  |   | 1,636,815    |   |   | 1,636,815    |  
|Accumulated Depreciation                                                                                                                       |   | (1,087,958   | ) |   | (1,056,525   | )
|Total
      property, plant and equipment                                                                                                      |   | 548,857      |   |   | 580,290      |  
|                                                                                                                                               |   |              |   |   |              |  
|MINERAL AND MINING PROPERTIES                                                                                                                  |   | 311,218      |   |   | 311,218      |  
|                                                                                                                                               |   |              |   |   |              |  
|OTHER ASSETS                                                                                                                                   |   |              |   |   |              |  
|Notes receivable                                                                                                                               |   | 93,214       |   |   | --           |  
|Accrued Interest                                                                                                                               |   | 4,923        |   |   | --           |  
|Investments                                                                                                                                    |   | 1,020,236    |   |   | 1,454,159    |  
|Total
      other assets                                                                                                                       |   | 1,118,373    |   |   | 1,454,159    |  
|                                                                                                                                               |   |              |   |   |              |  
|TOTAL ASSETS                                                                                                                                   | $ | 2,260,017    |   | $ | 2,368,170    |  
|                                                                                                                                               |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                           |   |              |   |   |              |  
|                                                                                                                                               |   |              |   |   |              |  
|CURRENT LIABILITIES                                                                                                                            |   |              |   |   |              |  
|Accounts Payable                                                                                                                               | $ | 270,879      |   | $ | 6,177        |  
|Shareholder Loan                                                                                                                               |   | --           |   |   | 17,100       |  
|Total current liabilities                                                                                                                      |   | 270,879      |   |   | 23,277       |  
|                                                                                                                                               |   |              |   |   |              |  
|Commitments and contingencies                                                                                                                  |   |              |   |   |              |  
|                                                                                                                                               |   |              |   |   |              |  
|STOCKHOLDERS EQUITY                                                                                                                           |   |              |   |   |              |  
|Common stock, 20,000,000 shares authorized, $0.10 par
      value; 17,393,797 and 15,031,940 shares issued and outstanding,
      respectively |   | 1,739,380    |   |   | 1,503,194    |  
|Additional paid-in capital                                                                                                                     |   | 2,966,756    |   |   | 2,403,306    |  
|Treasury stock                                                                                                                                 |   | (26,834      | ) |   | (53,358      | )
|Stock Options                                                                                                                                  |   | 12,221       |   |   | 12,221       |  
|Subscriptions receivable                                                                                                                       |   | (20,225      | ) |   | --           |  
|Accumulated Deficit                                                                                                                            |   | (3,416,017   | ) |   | (2,848,932   | )
|Accumulated other comprehensive income                                                                                                         |   | 733,857      |   |   | 1,328,462    |  
|                                                                                                                                               |   |              |   |   |              |  
|Total stockholders equity                                                                                                                     |   | 1,989,138    |   |   | 2,344,893    |  
|                                                                                                                                               |   |              |   |   |              |  
|Total liabilities and stockholders equity                                                                                                     | $ | 2,260,017    |   | $ | 2,368,170    |  

The accompanying notes are an integral part of the financial
statements.

30

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Shoshone Silver Mining Company Consolidated Statements of
Operations and Comprehensive Income

|                                                                            |   | Years Ended  |  
|--------------------------------------------------------------------------- | - | ------------ | -
|                                                                            |   | December 31, |  
|                                                                            |   | 2004         |  
|                                                                            |   |              |  
|REVENUES                                                                    |   |              |  
|Sales                                                                       | $ | 131,249      |  
|Total Revenues                                                              |   | 131,249      |  
|COST OF REVENUES                                                            |   | --           |  
|GROSS PROFIT                                                                |   | 131,249      |  
|OPERATING EXPENSES                                                          |   |              |  
|General and administrative                                                  |   | 178,735      |  
|Professional fees                                                           |   | 34,742       |  
|Depreciation                                                                |   | 31,433       |  
|Mining expenses                                                             |   | 655,219      |  
|Total Operating Expenses                                                    |   | 900,129      |  
|                                                                            |   |              |  
|LOSS FROM OPERATIONS                                                        |   | (768,880     | )
|OTHER INCOME (EXPENSES)                                                     |   |              |  
|Net gain on sale of securities                                              |   | 184,170      |  
|Lease income                                                                |   | 12,250       |  
|Dividend and interest income                                                |   | 5,469        |  
|Interest expense                                                            |   | (94          | )
|Total Other Income
      (Expenses)                                         |   | 201,795      |  
|NET LOSS BEFORE INCOME TAXES                                                |   | (567,085     | )
|INCOME TAXES                                                                |   | --           |  
|NET LOSS                                                                    |   | (567,085     | )
|OTHER COMPREHENSIVE INCOME                                                  |   |              |  
|Unrealized holding gain (loss)
      on investments                         |   | (594,605     | )
|NET COMPREHENSIVE INCOME (LOSS)                                             | $ | (1,161,690   | )
|NET LOSS PER COMMON SHARE  BASIC AND
      DILUTED                         | $ | (0.03        | )
|WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING,
      BASIC AND |   |              |  
|DILUTED                                                                     |   | 17,095,989   |  

The accompanying notes are an integral part of the financial
statements.

31

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Shoshone Silver Mining Company Consolidated Statements of
Cash Flows

|                                                                                   |   | Years Ended  |  
|---------------------------------------------------------------------------------- | - | ------------ | -
|                                                                                   |   | December 31, |  
|                                                                                   |   | 2004         |  
|                                                                                   |   |              |  
|                                                                                   |   |              |  
|Cash flows from operating activities:                                              |   |              |  
|Net loss                                                                           | $ | (567,085     | )
|Adjustments to reconcile net loss to net cash
      provided (used) by operations: |   |              |  
|Depreciation
      and amortization expense                                        |   | 31,433       |  
|Stock issued for services                                                          |   | 26,250       |  
|Stock issued for mining and exploration expenses                                   |   | 192,500      |  
|Gain
      on sale of investments                                                  |   | (184,170     | )
|                                                                                   |   |              |  
|Change in assets and liabilities:                                                  |   |              |  
|Increase in deposits and prepaids                                                  |   | (19,483      | )
|Increase in supplies inventory                                                     |   | (5,303       | )
|Decrease (increase) in other current assets                                        |   | --           |  
|Increase in accrued interest                                                       |   | (4,923       | )
|Increase (decrease) in accounts payable                                            |   | 264,702      |  
|                                                                                   |   |              |  
|                                                                                   |   |              |  
|Net cash provided by (used in) by operating activities                             |   | (266,079     | )
|                                                                                   |   |              |  
|Cash flows from investing activities:                                              |   |              |  
|Increase in notes receivable                                                       |   | (93,214      | )
|Purchases of marketable securities                                                 |   | --           |  
|Purchases of investments                                                           |   | (237,239     | )
|Proceeds from sale of investments                                                  |   | 260,727      |  
|Purchase of fixed assets                                                           |   | --           |  
|                                                                                   |   |              |  
|Net cash provided (used) for investing
      activities                            |   | (69,726      | )
|                                                                                   |   |              |  
|Cash flows from financing activities:                                              |   |              |  
|Proceeds from sale of common stock                                                 |   | 587,185      |  
|Payment of short term loans                                                        |   | (17,100      | )
|Proceeds from short-term loans                                                     |   | --           |  
|Net cash provided by financing activities                                          |   | 570,085      |  
|                                                                                   |   |              |  
|Net increase in cash                                                               |   | 234,280      |  
|Cash, beginning of period                                                          |   | 17,403       |  
|                                                                                   |   |              |  
|Cash, end of period                                                                | $ | 251,683      |  
|                                                                                   |   |              |  
|Supplemental cash flow disclosures:                                                |   |              |  
|                                                                                   |   |              |  
|Interest expense
      paid                                                        | $ | --           |  
|Income taxes
      paid                                                            | $ | --           |  
|                                                                                   |   |              |  
|Non-cash investing and
      financing activities:                                 |   |              |  
|Common stock issued for purchase
      of mining properties                        | $ | --           |  
|Common stock
      issued for mining and exploration expenses                      | $ | 192,500      |  
|Common stock issued for services                                                   | $ | 26,250       |  

The accompanying notes are an integral part of the financial
statements.

32

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Shoshone Silver Mining Company Consolidated Statements of
Stockholders Equity

|                                                                                       |   | Common Stock |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|-------------------------------------------------------------------------------------- | - | ------------ |  | - | ---------- |  | - | -------------- | - | - | ------------ | - | - | ------- |  | - | ----------------- | - | - | --------------- | - | - | ----------------- | -
|                                                                                       |   | Number       |  |   | **Amount** |  |   | **Additional** |   |   | **Treasury** |   |   | Stock   |  |   | **Subscriptions** |   |   | **Accumulated** |   |   | **Accumulated**   |  
|                                                                                       |   | of Shares    |  |   |            |  |   | Paid-in        |   |   | Stock        |   |   | Options |  |   | **Receivable**    |   |   | Deficit         |   |   | Other             |  
|                                                                                       |   |              |  |   |            |  |   | Capital        |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   | **Comprehensive** |  
|                                                                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   | Income            |  
|                                                                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Balance, January 1, 2003                                                               | $ | 10,879,329   |  | $ | 1,087,933  |  | $ | 2,582,084      |   | $ | (53,356      | ) | $ | 12,221  |  | $ | --                |   | $ | (2,749,640      | ) | $ | --                |  
|                                                                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Stock issued for cash at $0.03 per share                                               |   | 2,902,778    |  |   | 290,278    |  |   | (204,278       | ) |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Issuance of stock for services at a price of $0.10 per
      share                     |   | 620,833      |  |   | 62,083     |  |   | --             |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Issuance of stock for mining properties
      at a price of $0.15 per share            |   | 510,000      |  |   | 51,000     |  |   | 25,500         |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Stock issued for cash at $0.10 per share                                               |   | 119,000      |  |   | 11,900     |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Unrealized holding gain on investments                                                 |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   | 1,328,462         |  
|Net loss for year ending December 31, 2003                                             |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   | (641,951        | ) |   |                   |  
|                                                                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Balance, December 31, 2003                                                             |   | 15,031,940   |  |   | 1,503,194  |  |   | 2,403,306      |   |   | (53,358      | ) |   | 12,221  |  |   | --                |   |   | (2,848,932      | ) |   | 1,328,462         |  
|                                                                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Stock issued for cash and warrants at $0.35 per share,
      net of costs of $64,465   |   | 1,861,857    |  |   | 186,186    |  |   | 400,999        |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Issuance of stock for services at an
      average price of $0.14 per share            |   | 25,000       |  |   | 2,500      |  |   | 1,000          |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Issuance of stock for services at a price of $0.35 per
      share                     |   | 25,000       |  |   | 2,500      |  |   | 6,250          |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Issuance of stock for mining property
      lease at a price of $0.35 per share        |   | 350,000      |  |   | 35,000     |  |   | 87,500         |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Issuance of stock for mining properties at a price of
      $0.35 per share            |   | 100,000      |  |   | 10,000     |  |   | 25,000         |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Treasury stock issued for mining properties
      at a price of $0.35 per share        |   | --           |  |   | --         |  |   | 24,000         |   |   | 11,000       |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Treasury stock issued for subscriptions receivable at
      a price of $0.35 per share |   | --           |  |   | --         |  |   | 9,101          |   |   | 11,124       |   |   |         |  |   | (20,225           | ) |   |                 |   |   |                   |  
|Treasury stock issued for services at
      a price of $0.35 per share                 |   | --           |  |   | --         |  |   | 9,600          |   |   | 4,400        |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Unrealized holding loss on investments                                                 |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   | (594,605          | )
|Net loss for year ending December 31,
      2004                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   | (567,085        | ) |   |                   |  
|                                                                                       |   |              |  |   |            |  |   |                |   |   |              |   |   |         |  |   |                   |   |   |                 |   |   |                   |  
|Balance, December 31, 2004                                                             |   | 17,393,797   |  |   | 1,739,380  |  |   | 2,966,756      |   |   | (26,834      | ) |   | 12,221  |  |   | (20,225           | ) |   | (3,416,017      | ) |   | 733,857           |  

The accompanying notes are an integral part of the financial
statements.

33

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Shoshone Silver Mining Company Notes to Consolidated
Financial Statements

NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS

Shoshone Silver Mining Company (hereinafter the Company) was
incorporated under the laws of the State of Idaho on August 4, 1969, under the
name of Sunrise Mining Company and is engaged in the business of mining. On
January 22, 1970, the Company's name was changed to Shoshone Silver Mining
Company. During 2003, the Companys focus was broadened to include resource
management and sales of mineral and timber interests.

In 2004, the Company incorporated a wholly owned subsidiary in
Mexico, Shoshone Mexico, S.A. de C.V., for the purposes of facilitating its
Mexico property explorations and future operations.

The Companys year end is December 31.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to
assist in understanding the financial statements. The financial statements and
notes are representations of the Companys management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the financial statements.

Accounting Methods

The Companys financial statements are prepared using the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.

Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 153, Exchanges of
Nonmonetary Assets  an Amendment of APB Opinion No. 29, (hereinafter SFAS No.
153). This statement eliminates the exception to fair value for exchanges of
similar productive assets and replaces it with a general exception for exchange
transactions that do not have commercial substance, defined as transactions that
are not expected to result in significant changes in the cash floes of the
reporting entity. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Management believes the adoption of
this statement will have no impact on the Companys financial condition or
results of operations.

In December 2004, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 152, Accounting for Real
Estate Time-Sharing Transactions  an amendment of FASB Statements No. 66 and
67 (hereinafter SFAS No. 152), which amends FASB Statement No. 66,
Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position 04-2, Accounting for Real Estate Time-Sharing
Transactions (hereinafter SOP 04-2). This statement also amends FASB
Statement No. 67, Accounting for Costs and Initial Rental Operations of Real
Estate Projects to state that the guidance for (a) incidental operations and
(b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is
subject to the guidance in SOP 04-2. This statement is effective for financial
statements for fiscal years beginning after June 15, 2005. Management believes
the adoption of this statement will have no impact on the Companys financial
condition or results of operations.

In November 2004, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 151, Inventory Costs 
an amendment of ARB No. 43, Chapter 4 (hereinafter SFAS No. 151). This
statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, by
clarifying that abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage) should be recognized as current-period
chares and by requiring the allocation of fixed production overheads to
inventory based on the normal capacity of the production facilities. This
statement is effective for inventory costs incurred during fiscal years
beginning after June

34

---

15, 2005. Management believes the adoption of this statement
will have no impact on the Companys financial condition or results of
operations, as the Company maintains no inventory.

In December 2004, the Financial Accounting Standards Board
issued a revision to Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payments (hereinafter SFAS No. 123 (R)). This
statement replaces FASB Statement No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees. SFAS No. 123 (R) establishes standards for the accounting for
share-based payment transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on
the fair value of the entitys equity instruments of that may be settled by the
issuance of those equity instruments. This statement covers a wide range of
share-based compensation arrangements including share options, restricted share
plans, performance-based award, share appreciation rights and employee share
purchase plans. SFAS No. 123 (R) requires a public entity to measure the cost of
employee services received in exchange for an award of equity instruments based
on the fair value of the award on the grant date (with limited exceptions). That
cost will be recognized in the entitys financial statements over the period
during which the employee is required to provide services in exchange for the
award. Management has not currently evaluated the impact of adoption on its
overall results of operations or financial position.

In April 2004, the Financial Accounting Standards Board
(FASB) ratified Emerging Issues Task Force (EITF) Issue No. 04-2, which
amends Statement of Financial Accounting Standards (SFAS) No. 141 Business
Combinations to the extent all mineral rights are to be considered tangible
assets for accounting purposes. There has been diversity in practice related to
the application of SFAS No. 141 to certain mineral rights held by mining
entities that are not within the scope of SFAS No. 19 Financial Accounting and
Reporting by Oil and Gas Producing Companies. The SEC staffs position
previously was entities outside the scope of SFAS No. 19 should account for
mineral rights as intangible assets in accordance with SFAS No. 142 Goodwill
and Other Intangible Assets. The adoption of EITF Issue No. 04-2 did not have a
material effect on our financial statements.

In May 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 150 Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity
(hereinafter SFAS No. 150). SFAS No. 150 establishes standards for classifying
and measuring certain financial instruments with characteristics of both
liabilities and equity and requires that those instruments be classified as
liabilities in statements of financial position. Previously, many of those
instruments were classified as equity. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise effective
at the beginning of the first interim period beginning after June 15, 2003. The
Company has determined that it has not financial instruments that would be
affected by this pronouncement.

In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities (hereinafter SFAS No. 149).
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material
impact on the financial position or results of operations of the Company.

Cash and Cash Equivalents

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

Concentration of Credit Risk

The Company maintains its cash in several commercial accounts
at a major financial institutions and brokerage houses. Although the financial
institutions are considered creditworthy and have not experienced any losses on
their deposits, at December 31, 2004, the Companys cash balance exceeded
Federal Deposit Insurance Corporation (FDIC) limits at one of these institutions
by $53,196.

Earnings (Loss) Per Share

35

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On January 1, 1998, the Company adopted SFAS No. 128, which
provides for calculation of "Basic" and "Diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income
(loss) available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution of securities that could share in the earnings of an entity similar to
fully diluted earnings per share. Although there were common stock equivalents
outstanding at December 31, 2004, they were not included in the calculation of
earnings per share because they would have been considered anti-dilutive.

Fair Value of Financial Instruments

The Company's financial instruments as defined by SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments," include cash, advances
to affiliate, trade accounts receivable, investment in trading securities,
restricted cash, accounts payable and accrued expenses and short-term
borrowings. All instruments other than the investment in trading securities are
accounted for on a historical cost basis, which, due to the short maturity of
these financial instruments, approximates fair value at December 31, 2004.
Investments in trading securities and other investments are recorded at fair
value at December 31, 2004.

Going Concern

As shown in the accompanying financial statements, the Company
has had limited revenues and incurred an accumulated deficit of $3,416,017
through December 31, 2004. These factors raise substantial doubt about the
Companys ability to continue as a going concern. Management has established
plans designed to increase the sales of the Companys products. Management
intends to seed additional capital from new equity securities offerings that
will provide funds needed to increase liquidity, fund internal growth 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 the Company cannot continue in existence.

An estimated $150,000 is believed necessary to continue
operations and increase development through the next fiscal year. The timing and
amount of capital requirements will depend on a number of factors, including
demand for products and services.

Marketable Securities

The Company accounts for marketable securities in accordance
with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt
and Equity Securities. Under SFAS No. 115, debt securities and equity
securities that have readily determinable fair values are to be classified in
three categories:

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

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

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

At this time, the Company holds securities classified as
available-for-sale. See Note 7.

Mineral and Mining Properties

Costs of acquiring mineral properties are capitalized by
project area upon purchase of the associated claims (See Note 8.) Costs to
maintain the mineral rights and leases are expensed as incurred. When a property
reaches the production stage, the related capitalized costs will be amortized,
using the units of production method on the basis of periodic estimates of ore
reserves.

Mineral properties are periodically assessed for impairment of
value and any diminution in value is charged to operations at the time of
impairment. Should a property be abandoned, its unamortized capitalized costs
are charged to operations.

Mineral Exploration and Development Costs

36

---

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

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

During the years ended December 31, 2004 and 2003, the Company
expensed the acquisition costs of certain mining properties as mining
exploration expenses. The total amounts expensed were $560,219 and $35,500 for
the years ended December 31, 2004 and 2003, respectively. See Note 8.

Principles of Consolidation

The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, Shoshone Mexico, S.A. de C.V.,
after elimination of the intercompany accounts and transactions.

Property and Equipment

Property and equipment are stated at cost. Depreciation of
property and equipment is calculated using the straight-line method over the
estimated useful lives of the assets, which range from seven to thirty-one and
one half years. (See Note 3)

Provision for Taxes

Income taxes are provided based upon the liability method of
accounting pursuant to SFAS No. 109 Accounting for Income Taxes (hereinafter
SFAS No. 109). Under this approach, deferred income taxes are recorded to
reflect the tax consequences on future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
year-end. A valuation allowance is recorded against deferred tax assets if
management does not believe the Company has met the more likely than not
standard imposed by SFAS No. 109 to allow recognition of such an asset.

At December 31, 2004, the Company had net deferred tax assets
calculated at an expected rate of 34% of approximately $583,000, principally
arising from net operating loss carryforwards for income tax purposes. As
management of the Company cannot determine that it is more likely than not that
the Company will realize the benefit of the net deferred tax asset, a valuation
allowance equal to the net deferred tax asset has been established at December
31, 2004. The significant components of the deferred tax asset at December 31,
2004 and December 31, 2003 were as follows:

|                                       |   | December 31, |   |   | December 31, |  
|-------------------------------------- | - | ------------ | - | - | ------------ | -
|                                       |   | 2004         |   |   | 2003         |  
|Net operating loss carryforward        | $ | 1,715,000    |   | $ | 1,140,000    |  
|Unrealized gain on trading securities  | $ | --           |   | $ | 45,800       |  
|Stock issued for services              | $ | 26,250       |   | $ | 62,000       |  
|Deferred tax asset                     | $ | 583,000      |   | $ | 400,000      |  
|Deferred tax asset valuation allowance | $ | (583,000     | ) | $ | (400,000     | )
|Net Deferred Tax Asset                 | $ | --           |   | $ | --           |  

37

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At December 31, 2004 and 2003, the Company has net operating
loss carryforwards of approximately $1,715,000 and $1,140,000, respectively,
which expire in the years 2018 through 2024. The Company recognized
approximately $26,200 and $62,000 of losses from issuance of stock for services
in fiscal 2004 and 2003, respectively, which are not deductible for tax purposes
and are not included in the above calculation of deferred tax assets. The
Company also recognized a temporary difference of approximately $45,800 for the
unrealized holding gain on the trading securities that is not included in the
above calculation of deferred tax assets. The change in the valuation allowance
account from December 31, 2003 to December 31, 2004 was $183,000.

Reclamation Costs

Management believes reclamation costs at its mining sites will
be minimal. Posting of a reclamation bond has not been required at this time.

Revenue Recognition and Cost of Sales

In 2003, the Company expanded its business focus to include
resource management and sales of mineral and timber interest. The Company
recognizes revenue from sales at the time payment for the timber is received.
Sales in 2004 and 2003 are exclusively from the sale of timber from one of its
mining properties. Because purchasing company performs the actual removal, there
are no costs of sales reported in these financial statements. The Company has no
other revenues from its mineral exploration activities.

Use of Estimates

The process of preparing financial statements in conformity
with accounting principles generally accepted in the United States of America
requires the use of estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Such estimates primarily relate to
unsettled transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated
amounts.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is
provided using the straight-line method with the half-year convention over the
estimated useful lives of the assets. The useful lives of property, plant and
equipment for purposes of computing depreciation are five to thirty-one and one
half years. The following is a summary of property, equipment, and accumulated
depreciation at December 31, 2004 and 2003:

|                              |   | December 31, |   |   | December 31, |  
|----------------------------- | - | ------------ | - | - | ------------ | -
|                              |   | 2004         |   |   | 2003         |  
|Equipment                     | $ | 39,134       |   | $ | 39,134       |  
|Plant assets                  |   | 1,597,681    |   |   | 1,597,681    |  
|Total assets                  | $ | 1,636,815    |   | $ | 1,636,815    |  
|Less accumulated depreciation |   | (1,087,958   | ) |   | (1,056,525   | )
|                              | $ | 548,857      |   | $ | 580,290      |  

Depreciation expense for the years ended December 31, 2004 and
2003 was $31,433 and $35,365, respectively. The Company evaluates the
recoverability of property and equipment when events and circumstances indicate
that such assets might be impaired.

The Company determines impairment by comparing the undiscounted
future cash flows estimated to be generated by these assets to their respective
carrying amounts.

Maintenance and repairs are expensed as incurred. Replacements
and betterments are capitalized. The cost and related reserves of assets sold or
retired are removed from the accounts, and any resulting gain or loss is
reflected in results of operations.

38

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NOTE 4  DEPOSITS AND PREPAID EXPENSES

During the year ended December 31, 2004, the Company prepaid
legal services with one of its attorneys. As the attorney accrues expenses on
behalf of the Company, the billings are charged against the deposit. The balance
held in trust with its attorney at December 31, 2004 is $7,174.

Additionally, the Company, through another attorney, has begun
to receive monthly lease payments on the Lakeview property lease which is being
disputed. The attorney is holding these revenues for the Company and with their
permission is deducting expenses that he is accruing. The balance of lease
income held in trust with this attorney at December 31, 2004 is $10,943. See
Notes 9 and 15.

The Company has also a balance on the credit card of one of its
officers to be used for the Companys expenses that this office pays out of
pocket. Each month the officer presents the receipts and credit card statement
to the Company and the board for approval. The remaining prepaid balance on this
credit card at December 31, 2004 is $1,365.

NOTE 5  SUPPLIES INVENTORY

During the year ended December 31, 2004, the Company purchased
500 1 troy ounce silver medallions with the Companys logo on it for $5,303.
This purchase was recorded as supplies inventory and the medallions are expected
to be used substantially for marketing purposes.

NOTE 6  OTHER CURRENT ASSETS

During the year ended December 31, 2003, the Company paid
$5,100 to a consulting firm for the development of stock tracking software to be
used by the Companys stock transfer agent for the tracking of the Companys own
common stock issued. The deposit is included in the financial statements under
other current assets.

NOTE 7 - INVESTMENTS

The Company has invested in various privately and publicly held
companies.

The following summarizes securities held as investments at
December 31, 2004:

|                                   |  |                   |  |   |         |  |   | Valuation |   |   |              | 
|---------------------------------- |  | ----------------- |  | - | ------- |  | - | --------- | - | - | ------------ | 
|Security                           |  | # of
      Shares |  |   | Cost    |  |   | Allowance |   |   | Market Value | 
|Chester Mining Company             |  | 2,600             |  | $ | 13,163  |  | $ | (8,613    | ) | $ | 4,550        | 
|Kimberly Gold Mines                |  | 46,950            |  |   | 84,528  |  |   | (59,645   | ) |   | 24,883       | 
|Metropolitan Mines Limited         |  | 1,000             |  |   | 658     |  |   | (358      | ) |   | 300          | 
|Mineral Mountain Mining &          |  |                   |  |   |         |  |   |           |   |   |              | 
|Milling                            |  | 5,000             |  |   | 3,866   |  |   | (1,266    | ) |   | 2,600        | 
|Merger Mines Corp                  |  | 500               |  |   | 493     |  |   | (158      | ) |   | 335          | 
|Timberline Resources               |  | 171,034           |  |   | 12,121  |  |   | 90,499    |   |   | 102,620      | 
|Sterling Mining Company            |  | 24,386            |  |   | 82,950  |  |   | 37,761    |   |   | 120,711      | 
|Sterling Mining Company-restricted |  | 151,334           |  |   | 88,600  |  |   | 675,637   |   |   | 764,237      | 
|                                   |  |                   |  |   |         |  |   |           |   |   |              | 
|Balance, December 31, 2004         |  |                   |  | $ | 286,379 |  | $ | 733,857   |   | $ | 1,020,236    | 

39

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The Company had an unrealized holding loss during the year
ended December 31, 2004 of $647,064. This was recorded on the income statement
as other comprehensive income (loss) and also on the balance sheet as other
accumulated comprehensive income.

The following summarizes securities held as investments at
December 31, 2003:

|                                   |  |                   |  |   |         |  |   | Valuation |  |   |              | 
|---------------------------------- |  | ----------------- |  | - | ------- |  | - | --------- |  | - | ------------ | 
|Security                           |  | # of
      Shares |  |   | Cost    |  |   | Allowance |  |   | Market Value | 
|Chester Mining Company             |  | 1,700             |  | $ | 9,199   |  | $ | 1,001     |  | $ | 10,200       | 
|Kimberly Gold Mines                |  | 19,000            |  |   | 11,220  |  |   | 34,380    |  |   | 45,600       | 
|Sterling Mining Company            |  | 550               |  |   | 3,278   |  |   | 2,222     |  |   | 5,500        | 
|Sterling Mining Company-restricted |  | 214,286           |  |   | 102,000 |  |   | 1,290,859 |  |   | 1,392,859    | 
|                                   |  |                   |  |   |         |  |   |           |  |   |              | 
|Balance, December 31, 2003         |  |                   |  | $ | 125,697 |  | $ | 1,328,462 |  | $ | 1,454,159    | 

The Company had an unrealized holding gain on available for
sale investments during the year ended December 31, 2003 of $1,328,462. This was
recorded on the income statement as other comprehensive income and also on the
balance sheet as other accumulated comprehensive income.

Management has in the past invested in companies that trade on
the pink sheets. Included in the investments are 214,286 shares of common stock
that the Company purchased for $0.48 per share, or $102,000. The share trading
price on December 31, 2003 was $10.00 per share, or $2,142,680. Management
believes that the share trading price is not the current market value at
December 31, 2003. Management has elected to discount the share trading price of
this investment approximately 35% based upon the analysis of the volatility of
the share price, market risk, and the limited trading of the stock. The Company
recognized a value of $6.50 per share, or $1,392,859 for this security based on
the above estimate, and management believes that this represents a more
realistic fair market value of the stock.

NOTE 8  MINERAL AND MINING PROPERTIES

Northwestern United States

St. Joe Mining District

This mineral property grouping owned by the Company consists of
five patented and thirty unpatented contiguous lode mining claims situated in
the St. Joe Mining District, Shoshone County, Idaho. The unpatented claims were
acquired by the issuance of 1,500,000 shares of common stock to a shareholder
and members of his family. The five patented claims were acquired in 1970 from
an outside party for $2,500 in cash and 100,000 shares of common stock. The cost
of the property, $17,500, has been expensed in prior years as an exploration
expense.

Weber Group

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

Idaho Lakeview and Keep Cool Group

The Company acquired the Lakeview and Keep Cool mining
properties through the issuance of 3,126,700 shares of common stock during 1985.
The total cost of the properties, $266,218, is included in the financial
statements under mining properties.

40

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Drumheller Group

The Company owns six patented claims consisting of 110.82 acres
which are adjoining and lying south of the Idaho Lakeview claims on an extension
of the Hewer vein. The Company issued 109,141 shares of its common stock to
acquire these claims in February 1984. The cost of the property, $218,282, has
been expensed in prior years as an exploration expense.

Bullion Group

Seven patented mining claims were acquired in 1998 as part of a
settlement of a promissory note owed to the Company. The value of the property
was included as an exploration expense in a prior year.

Stillwater Extension

The Company acquired, for 100,000 shares of stock, ten
unpatented lode mining claims located along the J-M Reef of the Stillwater
Complex of south central Montana during 2003. The cost of the properties,
$15,000, is included in exploration expenses in 2003.

Lucky Joe Silver-Gold

The Company acquired, for 150,000 shares of stock, two
unpatented lode mining claims located on the shore of Pend Oreille Lake of
Bonner County, Idaho during 2003. The cost of the former mining property,
$15,000, is included in the financial statements under mining properties until
such time as the Companys outside study on the related propertys reserves, if
any, is completed.

Regal Mine

The Company acquired, for 100,000 shares of stock, four
contiguous unpatented lode mining claims located in the Moyie-Yaak Mining
District of Boundary County, Idaho during 2003. The cost of the former mining
property, $15,000, is included in the financial statements under mining
properties until such time as the Companys outside study on the related
propertys reserves, if any, is completed.

Confed Claims Lease

The Company leased, for 1,000,000 shares of its common stock,
six unpatented lode mining claims and six patented lode mining claims located in
Shoshone County, Idaho during 2004. The lease allows the Company exclusive
rights to explore, develop and mine the property; to extract, mill, and market
ore or concentrates. The lease expense for 2004 was $350,000, or $0.35 per share
for the 1,000,000 shares to be issued. The Company issued 350,000 shares; the
remaining 650,000 await issuance. The Company has included $227,500 (the value
of the shares to be issued) in accounts payable in the financial statements. See
Note 12.

Southwestern United States

Arizona Gold Field

The Company acquired, for 100,000 shares of stock, five
unpatented lode mining claims located in the Oatman Mining District of Mojave
County, Arizona during 2003. The cost of the properties, $15,000, is included in
exploration expenses for 2003.

Mohave and Eureka Claims

The Company acquired, for 10,000 shares of stock, four
unpatented lode mining claims located in Mohave County, Arizona and 4 unpatented
load mining claims in Eureka County, Nevada during 2003. The cost of the
properties, $1,500, is included in exploration expenses in 2003.

41

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Canada

Blende Group

The Company acquired, for cash of $25,000 and 1,000,000 shares
of its common stock, sixteen unpatented lode mining claims located in British
Columbia, Canada during 2004. The initial cash and stock payments for the
purchase of the former mining property, $95,000, is included in the financial
statements as an exploration expense at December 31, 2004 as the Company
terminated its agreement in 2005. The remaining 800,000 shares were not issued.
See Note 16.

Mexico Properties

Sugar Pit #2

The Company paid $14,700 cash during 2001 to acquire a lease to
explore this mineral property, located in Mexico. The six-year lease is
renewable, subject to renegotiation of the price. This property contains
crystalline quartz mineralization. The entire cost of the lease was expensed in
2001.

Other Mexico Mining Properties

The Company has paid, in cash, stock, and equipment $130,500
for five different mining properties in locations in northern Mexico. The
Company received interests in these properties which vary from 20-25%, and is
expecting to receive those percentages of net sales once mines on the properties
are operative. At this time, these mines have not begun operations. The cost of
the properties, $130,500, has been expensed in prior years as an exploration
expense.

Bilbao-Mexico Property

The Company acquired, for cash of $80,000, four unpatented lode
mining claims located in Mexico during 2004. The cost of the former mining
property, $80,000, is included in exploration expense in the financial
statements for 2004.

NOTE 9  LEASED MINING PROPERTY

The Company currently leases its mill and mining property in
Lakeview Mining District in Bonner County, Idaho to an outside party. The terms
of the lease require the Company as lessor to receive $3,000 per month for the
life of the lease, as well as payments of royalties of 5% of gross sales. The
lease runs for 25 years with optional renewals of 25 years each.

During the year ended December 31, 2003, the Company sent
notice to the lessee of the termination of the lease and evicted him from the
property due to nonpayment of lease payments. Since then, the lessee has been
making lease payments through the Companys attorney, totaling $12,500 in 2004.
See Notes 4 and 15.

NOTE 10  NOTES RECEIVABLE

On February 4, 2004, the Company loaned to Shoshone Capital
Corporation, a related party, $40,000. The unsecured note bears interest of 7%
per annum, with principal and unpaid interest due on February 4, 2007. At
December 31, 2004, no payments of principal or interest had been paid, and
interest of $2,333 had been accrued and is included in accrued interest on the
financial statements.

On August 10, 2004, the Company loaned to Spring Creek
Properties, LLC, a related party, $53,214. The note bears interest of 7% per
annum. All unpaid principal and unpaid interest are due on August 10, 2007. At
December 31, 2004, no payments of principal or interest had been paid, and
interest of $1,242 had been accrued and is included in accrued interest on the
financial statements.

NOTE 11  SHAREHOLDER LOANS

42

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The shareholder loans on the Companys balance sheet consist of
advances received from various shareholders to assist in temporary cash
shortfall. The loans are unsecured and were repaid in full in 2004.

NOTE 12 COMMON STOCK

The Company is authorized to issue 20,000,000 shares of $0.10
par value common stock. All shares have equal voting rights, are non-assessable
and have one vote per share. Voting rights are not cumulative and, therefore,
the holders of more than 50% of the common stock could, if they choose to do so,
elect all of the directors of the Company.

Included in the total shares outstanding for the years ended
December 31, 2004 and 2003 are 253,937 and 495,060 shares of treasury stock held
by the Company, respectively.

During the year ended December 31, 2003, 3,021,778 shares of
common stock were issued for cash totaling $97,900. There were also 620,833
shares of common stock issued in lieu of payment of $62,083 of expenses and
500,000 shares issued for the purchase of mining properties in the amount of
$75,000. See Note 8.

During the year ended December 31, 2004, 1,861,857 shares of
common stock and attached warrants were issued for cash of $651,650 less
commissions paid of $64,466. See Note 13. There were also 45,500 shares of
common stock issued in lieu of payment of expenses in the amount of $12,250 and
100,000 shares were issued for the purchase of mining properties in the amount
of $35,000 and 350,000 shares of common stock were issued for lease expenses of
$122,500. There were also 40,000 shares of treasury stock issued in lieu of
payment of expenses in the amount of $14,000 and 100,000 shares issued for the
purchase of mining properties in the amount of $35,000. The Company issued
101,123 shares of treasury stock for subscriptions of $20,225. These
subscriptions bear interest of 7% per year until their due date in 2007. At
December 31, 2004, the Company accrued interest of $1,348, which is included in
accrued interest on the financial statements.

NOTE 13  STOCK OPTIONS

On September 29, 1999 the Company granted stock options to its
attorney enabling him to purchase up to 100,000 shares of common stock at a
price of $0.01 per share. In accordance with Statement of Financial Accounting
Standard No. 123, the fair value of the options was estimated using the Black
Scholes Option Price Calculation. The following assumptions were made to value
the stock options: strike price at $0.01, risk free interest rate of 5%, an
expected life of 5 years, and volatility of 30%. At December 31, 2000 and 2001,
$12,221 was recorded for these options based upon these Black Scholes
assumptions. These stock options do not have an explicit expiration date.

On October 18, 1999, the Company granted stock options to two
individuals enabling them to purchase up to 10,000 shares each of common stock
at a price of $1.00 per share.

In accordance with Statement of Financial Accounting Standard
No. 123, the fair value of the options was estimated using the Black Scholes
Option Price Calculation. The following assumptions were made to value the stock
options: strike price at $1.00, risk free interest rate of 5%, an expected life
of 2 years, and a volatility of 30%. At December 31, 2000 and 2001, no value was
recorded for these options based upon these Black Scholes assumptions. These
stock options expire January 2, 2002.

No new stock options were issued during the year ended December
31, 2003.

During the year ended December 31, 2004, the Company sold in
private placement 1,861,857 shares of common stock with one warrant attached.
The warrants are exercisable of $0.75 per shares and expire one year from the
purchase date.

In accordance with Statement of Financial Accounting Standard
No. 123, the fair value of the options was estimated using the Black Scholes
Option Price Calculation. The following assumptions were made to value the stock
options: strike price at $0.75, risk free interest rate of 4%, an expected life
of 1 year, and a volatility of 31%. At December 31, 2004, these warrants were
valued at $120,573.

43

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NOTE 14  REVENUES

The Companys revenues originate from the sale of timber from
its properties in Idaho. (See Note 8) The revenues for the years ended December
31, 2004 and 2003 were $131,250 and $102,096, respectively.

NOTE 15  COMMITMENTS & CONTINGENCIES

Environmental Issues

The Company is engaged in mineral mining and may become subject
to certain liabilities as they relate to environmental cleanup of mining sites
or other environmental restoration procedures as they relate to mineral mining
and the operation thereof.

Although the minerals exploration and mining industries are
inherently speculative and subject to complex environmental regulations, the
Company is unaware of any pending litigation or of any specific past or
prospective matters which could impair the value of its mining claims.

Leases

During 2004, the Company entered into a one-year lease for
office space located in Kellogg, Idaho at the rate of $250 per month. The lease
expires October 31, 2005.

Also during 2004, the Company entered into a 25-year lease
agreement for a mining property in Shoshone County. The leases (the Confed
mining lease) terms call for a first year payment of 1,000,000 shares of common
stock, which the Company valued at the fair market value of $350,000. Future
lease payments on the property are 100,000 shares of common stock per year. The
value of these future lease payments based on the current market value of the
Companys common stock would be $35,000 per year. The valuation of these
payments may fluctuate each year with the change in the fair market value of the
Companys trading stock.

Litigation

In 2004, the Company entered into litigation with the lessee of
the Lakeview mining property, alleging default of the lease and seeking
confirmation of the cancellation of the lease. At this time, no judgment has
been made in this matter and the lessee has begun making lease payments to the
Company. See Notes 4 and 9.

NOTE 16  SUBSEQUENT EVENTS

Subsequent to the date of these financial statements, the
Company terminated its agreement for the purchase of the Blende Group mining
properties. The shares of common stock to be issued under this agreement in 2005
were not issued, and all payments related to this property are included in
mining and exploration expenses in the accompanying financial statements.

44

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PART III

ITEM 1. INDEX TO EXHIBITS

ITEM 2. DESCRIPTION OF EXHIBITS

|2.1 (a) | Articles of Incorporation. (*)                                                                                                                       
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                      
|2.1 (b) | Certificate of Amendment of Articles of Incorporation
      dated January 21, 1970 (*)                                                               
|        |                                                                                                                                                      
|2.1 (c) | Certificate of Amendment of Articles of Incorporation
      dated November 17, 1969 (*)                                                              
|        |                                                                                                                                                      
|2.1(d)  | Articles of Amendment to the Articles of
      Incorporation dated August 28, 1983 (*)                                                               
|        |                                                                                                                                                      
|2.1 (e) | Articles of Amendment to the Articles of
      Incorporation dated May 15, 1998 (*)                                                                  
|        |                                                                                                                                                      
|2.2     | Bylaws. (*)                                                                                                                                          
|        |                                                                                                                                                      
|10.1    | Office Lease between
      the company and Shoshone Business Center, Inc. dated November 1, 2004. (+)                                                
|        |                                                                                                                                                      
|10.2    | Mining Lease and Agreement between
      the Company and Chester Mining Company, Inc. dated March 25, 2004. (+)                                      
|        |                                                                                                                                                      
|10.3    | Martin Sutti declaration of conditional
      transfer of certain mining concessions dated May 12, 2004. (+)                                         
|        |                                                                                                                                                      
|23.1    | Consent of Williams & Webster, P.S.                                                                                                                  
|        |                                                                                                                                                      
|31.1    | Certification of
      Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
      Securities Exchange Act of 1934, as amended. (+)
|        |                                                                                                                                                      
|31.2    | Certification of
      Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
      Securities Exchange Act of 1934, as amended. (+)
|        |                                                                                                                                                      
|32.1    | Certification of
      the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350. (+)                                                       
|        |                                                                                                                                                      
|32.2    | Certification of
      the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350. (+)                                                       

|+ | Filed herewith.                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Incorporated by reference to the Companys
      Registration Statement on Form 10-SB, filed with the Commission on February
      15, 2001, File No. 000-31965.

45

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SIGNATURES

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

|                      | SHOSHONE SILVER MINING COMPANY
|--------------------- | ------------------------------
|                      |                               
|                      |                               
|                      |                               
|Dated: August 2, 2006 | By:                           
|                      |                               
|                      |                               

In accordance with the Exchange Act, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Dated: August 2, 2006
      By:
      /s/
        *Lex Smith*Lex SmithPresident and Chief Executive OfficerDated: August 2, 2006
      By:
      /s/
        *Carol Stephan*Carol StephanSecretary and Chief Financial Officer


46

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