International Silver Inc - Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q-A

(Amendment No. 1)

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008, OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

COMMISSION FILE NO. 0001419482

INTERNATIONAL SILVER, INC.

(Exact name of registrant as specified in its charter)

ARIZONA		86-0715596
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8040 South Kolb Road, Tucson, Arizona		85706
(Address of principal executive offices)		(Zip Code)

(520) 889-2040

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSURERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Shares Outstanding at July 30, 2008

Common Stock, $0.0001 Par Value		14,676,186

Exhibit Index located at page 26

TABLE OF CONTENTS

	Page

Part 1 - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS	3

Consolidated Financial Statements:	3
Balance Sheets	4
Statement of Operations	5
Statement of Cash Flows	6
Statement of Shareholders’ Equity	7
Notes To The Financial Statements	8

Item 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS	15

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26

Item 4T - CONTROLS AND PROCEDURES	26

Part II - OTHER INFORMATION

Item 1 - LEGAL PROCEEDINGS	27

Item 1A - RISK FACTORS	27

Item 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29

Item 3 - DEFAULTS UPON SENIOR SECURITIES	29

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	29

Item 5 - OTHER INFORMATION	29

Item 6 - EXHIBITS	29

CERTIFICATIONS 31.1 & 31.2

International Silver, Inc.

(An Exploration Stage Enterprise)

Consolidated Financial Statements

For The Six Months Ended June 30, 2008

(Unaudited)

and

For the Year Ended December 31, 2007

(Audited)

Prepared on 08/15/08

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

International Silver, Inc.

(An Exploration Stage Enterprise)

Consolidated Balance Sheets

	As At
	June 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
				(Restated)
ASSETS

CURRENT ASSETS
Cash		40,998			51,283
Accounts receivables, net		163,133			87,551
Prepaid expenses		490			1,012
Total Current Assets		204,621			139,846

PROPERTY AND EQUIPMENT
Land		90,000			90,000
Machinery and equipment		2,042			0
Furniture & fixtures		3,501			5,543
Vehicles		1,125			1,125
		96,668			96,668
Less accumulated depreciation		(6,168	)		(5,981	)
Total Property and Equipment		90,500			90,687

OTHER ASSETS
Non-refundable Deposits		90,000			0
Deposits		6,335			6,335
Total Other Assets		96,335			6,335

TOTAL ASSETS		391,456			236,868

See accompanying notes to the consolidated financial statements

International Silver, Inc

(An Exploration Stage Enterprise)

Consolidated Balance Sheets

	As At
	June 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
				(Restated)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable		24,291			18,512
Accrued expenses		76,512			104,338
Total Current Liabilities		100,803			122,850

LONG-TERM LIABILITIES
Notes payable, Note E		90,000			0
Total Liabilities		190,803			122,850

SHAREHOLDERS' EQUITY
Non-Controlling Interest		(2,919	)		(2,562	)
Common stock
authorized shares - 500,000,000
Par value $0.0001 per Share
issued & o/s - 12/31/07 14,526,186					1,452
issued & o/s - 06/30/08 14,676,186		1,467
Additional paid-in capital		712,033			692,048
Accumulated deficit during exploration stage		(509,928	)		(576,920	)
Total Shareholders' Equity		200,653			114,018

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY		391,456			236,868

See accompanying notes to the consolidated financial statements

International Silver, Inc.

(An Exploration Stage Enterprise)

Consolidated Statements of Operations

													Exploration Stage
	Three Months Ended						Six Months Ended						(June 1, 2006
	June 30,			June 30,			June 30,			June 30,			through
	2008			2007			2008			2007			June 30, 2008)
				(Restated)						(Restated)			(Restated)

REVENUES
Consulting	$	117,101		$	0		$	176,016		$	0		$	176,016
Other		0			0			0			7,128			7,128
Total Revenues	$	117,101		$	0		$	176,016		$	7,128		$	183,144

Operating Expenses
Production Costs	$	0		$	0		$	0		$	0		$	0
Exploration costs		(1,635	)		16,113			15,840			37,332			90,338
General and administration		30,059			17,551			89,629			36,231			414,105
Depreciation and depletion		93			94			188			188			376
Total operating expenses	$	28,517		$	33,758		$	105,657		$	73,751		$	504,819

Operating Income/Loss	$	88,584		$	(33,758	)	$	70,359		$	(66,623	)	$	(321,675	)

OTHER INCOME (EXPENSES)
Interest Expense		(727	)		(85	)		(3,010	)		(8,790	)		(17,650	)
Total other income/(expense)	$	(727	)	$	(85	)	$	(3,010	)	$	(8,790	)	$	(17,650	)

NET INCOME/(LOSS)	$	87,857		$	(33,843	)	$	67,349		$	(75,413	)	$	(339,325	)

Less: Non-Controlling Interest		194			322			357			743			3,113

Net Income/(Loss)-Parent	$	88,051		$	(33,521	)	$	66,992		$	(74,670	)	$	(336,212	)


Accumulated Deficit
Beginning of Period	$	(576,920	)	$	(339,554	)	$	(576,920	)	$	(339,554	)

End of Period	$	(488,869	)	$	(373,075	)	$	(509,928	)	$	(414,224	)

Basic and Diluted
Income/(Loss) per Share	$	0.006		$	(0.002	)	$	0.005		$	(0.005	)

Weighted Average Shares
Outstanding		14,676,186			13,876,186			14,676,186			13,876,186

See accompanying notes to the consolidated financial statements

International Silver, Inc.

(An Exploration Stage Enterprise)

Consolidated Statements of Cash Flows

							Exploration Stage
	Six Months Ended						(Inception to
	June 30,			June 30,			Current Quarter)
	2008			2007			June 30, 2008
				(Restated)			(Restated)

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss)	$	66,992		$	(74,670	)	$	(336,212	)
Adjustments used to reconcile net (loss)
to net cash (used) by operating activities:
Non-controlling Interest in Subsidiary		(357	)		(743	)		(2,919	)
Depreciation and depletion		188			188			281
Issuance of common stock
In exchange for services		20,000			0			121,500
In exchange for exploration costs		0			0			55,385
Changes in operating assets and liabilities
Decrease/(Increase) in accounts receivable		(75,582	)		38,103			82,091
Decrease/(Increase) in prepaid expenses		522			(7,500	)		1,534
(Decrease)/Increase in accrued expenses		(27,827	)		10,559			20,385
(Decrease)/Increase in accounts payable		5,779			1,892			(8,989	)

Net cash flows (used by) operating activities		(10,285	)		(32,171	)		(66,944	)

CASH FLOW FROM INVESTMENT ACTIVITIES
Purchase of equipment		0			0			(6,668	)
Purchase Option-Land		(90,000	)		0			(90,000	)
Purchase of land		0			0			(90,000	)
Net Cash Flows from Investment Activities		(90,000	)		0			(186,668	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from stock issuance		0			27,500			110,000
Borrowings from related parties		90,000			10,422			152,980
Net Cash Flows from Financing Activities		90,000			37,922			262,980



Net (Decrease) in Cash	$	(10,285	)	$	5,751		$	9,368

Beginning Cash Balance	$	51,283		$	2,042		$	31,630

Ending Cash Balance	$	40,998		$	7,793		$	40,998

See accompanying notes to the consolidated financial statements

International Silver, Inc.

(An Exploration Stage Enterprise)

Consolidated Statement of Shareholders' Equity

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
							(Restated)
Quarter Ended March 31, 2007

At December 31, 2006		13,430,000		1,343		422,564		(339,554	)		84,353

Net Income/(Loss)
Parent Co.								(33,199	)		(33,199	)
Non-controlling Interest								(322	)		(322	)

At March 31, 2007		13,430,000		1,343		422,564		(373,075	)		50,832

Quarter Ended June 30, 2007

At March 31, 2007		13,430,000		1,343		422,564		(373,075	)		50,832

Shares issued for services		110,000		11		27,489					27,500
Shares Exchanged for debt		336,186		34		168,059					168,093
Net Income/(Loss)
Parent Co.								(41,471	)		(41,471	)
Non-controlling Interest								(421	)		(421	)

At June 30, 2007		13,876,186		1,388		618,112		(414,967	)		204,533

Quarter Ended March 31, 2008

At December 31, 2007		14,526,186	$	1,452	$	692,048	$	(579,482	)		114,018
Net Income/(Loss)
Parent Co.								88,051			88,051
Non-controlling Interest								(194	)		(194	)

Balance at March 31, 2008		14,526,186		1,452		692,048		(491,625	)		201,875


Quarter Ended June 30, 2008

Balance at March 31, 2008		14,526,186		1,452		692,048		(491,625	)		201,875
Stock Issued for services		150,000		15		19,985					20,000
Net Income/(Loss):
Parent Co.								(21,059	)		(21,059	)
Non-controlling Interest								(163	)		(163	)

At June 30, 2008		14,676,186		1,467		712,033		(512,847	)		200,653

See accompanying notes to the consolidated financial statements

International Silver, Inc.

Notes to Consolidated Financial Statements

Note A - Organization and Business

General

International Silver, Inc., an exploration stage company, as set forth in Statement of Financial Accounting Standards, “SFAS” No. 7, Accounting and Reporting by Development Stage Enterprises” and “Industry Guide 7” of the Securities and Exchange Commission’s Guides for the Preparation of Registration Statements and with the Society for Mining, Metallurgy and Exploration’s “Guide for Reporting Exploration Information, Mineral Resources, and Mineral Reserves” dated March 1, 1999. The Company’s strategy consists of acquiring and exploring high-grade silver properties throughout North and South America.

Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position for the periods ended June 30, 2008 and December 31, 2007 and results of operations and cash flows for the comparative periods at June 30, 2008 and June 30, 2007 and for the comparative periods March 31, 2008 and March 31, 2007 have been made.

Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements. The results of operations for the period ended June 30, 2008 are not necessarily indicative of the operating results for the full year.

Going Concern

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

In order to continue as a going concern, the company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) initiating an initial public offering.

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

Note B - Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements include the accounts of International Silver, Inc. and its subsidiary Metals Preciosos Atlas, S.A. de C.V., Mexico. The Company’s financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). The Company has elected to adopt U.S. currency as the functional currency for the accounting of its Mexican subsidiary. All inter-company transactions and balances have been eliminated.

Use of Estimates

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

Foreign Currency

The functional currency for our foreign subsidiary is U.S. dollars. The Company has elected to use the “remeasurement method”, also referred to as the “monetary/nonmonetary method” pursuant to FAS 52. This method translates monetary assets at the current rate, while nonmonetary assets, liabilities and equity are translated at their appropriate historical rates. Where the local currency is used to record transactions, any material currency translation gains or losses would be included as an element of comprehensive income in the statement of operations and in the equity section of the balance sheet.

Concentration of Credit Risk

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

Concentrations and Economic Vulnerability

Concentrations and economic vulnerability include reliance on several areas containing our mining prospects in isolated regions of Mexico, limited financial capacity of related parties and/or others to continue funding operations.

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

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

Accounts Receivables

Trade receivables are stated, net of an allowance for uncollectible accounts, based on prior experience.

Inventories

In-process inventories represent ore that is currently in the process of being converted to a saleable product. In-process inventories, if any, are valued at the lower of average production cost or net realizable value. At June 30, 2008 and December 31, 2007 there were no inventories on hand.

In November 2004, the FASB issued SFAS No. 151, which revised ARB No. 43, relating to inventory costs. This revision is to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). This Statement requires that these items be recognized as a current period charge regardless of whether they meet the criterion specified in ARB 43. In addition, this Statement requires the allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005.

Property and Equipment

Property and equipment are recorded at cost. Maintenance and repair costs are charged to expense as incurred, and renewals and improvements that extend the useful life of assets are capitalized. Depreciation on property and equipment is computed using the straight-line method over the assets' estimated useful lives as follows:

Mining equipment	7 years
Vehicles	3 years
Office equipment	5 years

Mineral Development

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

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

Mineral Interests and Property

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

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

Mineral interests related to mining properties in the production stage are amortized over the life of the related property using the Units of Production method in order to match the amortization with the expected underlying future cash flows. Development stage mineral interests are not amortized until such time as the underlying property is converted to the production stage. At June 30, 2008 and December 31, 2007, all mineral interests were in the exploration stage.

Impairment of Long-Lived Assets

The company adheres to the Statement of Financial Standard ("SFAS") No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets," which requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows are less than the carrying amount of the asset and would be calculated based on discounted cash flows. At June 30, 2008 and December 31, 2007, no assets were impaired.

Revenue Recognition and Production Costs

Revenue is recognized when the price is determinable, upon delivery and transfer of title of product to the customer and when the collection of sales proceeds is assured. Production costs of silver, gold and other precious metals sold include labor and related direct and indirect costs of mine and plant operations. Production costs are charged to operations as incurred. At June 30, 2008 and December 31, 2007, there had been no production from any of the Company's properties.

Reclamation and Remediation Costs (Asset Retirement Obligations)

The Company has adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Since the Company’s activities are in the exploration and feasibility stage, there is no legal or contractual obligation for reclamation or remediation of our mines or mining interests. As a result, the adoption of SFAS No. 143 does not currently have a material impact on our financial position, results of operations or cash flows.

Earnings (Loss) Per Share

Basic income (loss) per share is computed by dividing income (loss) attributable to the common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. The Company has no potential common stock instruments, which would result in diluted income (loss) per share as of June 30, 2008 and December 31, 2007.

Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes” (“SFAS 109”). SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates.

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

Statement of Cash Flows Information and Supplemental Non-Cash Financing Activities

There were no “Non-cash" investing and financing transactions during the reported periods related.

Certain Equity Instruments

In June 2003, the FASB approved Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (“ SFAS No. 150”). SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. At June 30, 2008 and December 31, 2007, the Company is not impacted by this requirement.

Comprehensive Income

Standards of Financial Accounting Standards No. 130 (“SFAS 130”), "Reporting Comprehensive Income", requires companies to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. For the periods ended June 30, 2008 and December 31, 2007, the Company did not have any material items of comprehensive income.

Derivative Instruments

In June 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement as amended by SFAS No. 137 is effective for fiscal years beginning after June 15, 2000. Currently, the Company does not have any derivative financial instruments and does not participate in hedging activities. Therefore, SFAS No. 133 did not have an impact on its financial position or results of operations for the periods ended June 30, 2008 and December 31, 2007.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123R "Share-Based Payment," a revision to FASB No. 123. SFAS No. 123R replaces existing requirements under SFAS No. 123 and APB Opinion No. 25, and requires “public” companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. SFAS No. 123R also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small-business filers, SFAS No.123R is effective for interim periods beginning after December 15, 2005.

Non-Monetary Exchanges

In December 2004, the FASB issued SFAS No. 153. This Statement addresses the measurement of exchanges of non-monetary assets. The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends APB No. Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges incurred during fiscal years beginning after the date that this Statement was issued.

Note C – Property, Plant and Equipment

Property, plant and equipment are comprised of the following:

	At June 30			At December 31
	2008			2007

Land, including mineral rights	$	90,000		$	90,000
Machinery and equipment		2,042			2,042
Office equipment and computers		3,501			3,501
Vehicles		1,125			1,125
Less: accumulated depreciation		( 6,168	)		( 5,981	)

Net Total	$	90,500		$	90,687

Note D – Non-Refundable Deposits

On September 7, 2007, the Company negotiated for the purchase of vacant land (Vacant Land Purchase Agreement) in the amount of $8,000,000 by making an initial option payment of $10,000. This was followed by a payment of $90,000 to extend the purchase option. The $90,000 extension payment is non-refundable, if the Company does not close on this purchase; otherwise this payment will be applied to reduce the purchase price. The initial closing date of June 9, 2008 has been extended to September 5, 2008.

Note E - Loans and Notes Payable

Debt obligations outstanding at June 30, 2008 and December 31, 2007 are as follows:

	At June 30		At December 31
	2008		2007

Loans payable to shareholder, unsecured with interest at 10% per annum, payable on demand	$	90,000	$	0

Total Loans and Notes	$	90,000	$	0
Less: Current maturities		0		0
Non-Current maturities	$	90,000	$	0

Note F – Shareholders’ Equity

At June 30, 2008, the Company had authorized 500,000,000 shares of common stock and 14,676,186 shares had been issued and are outstanding.

Note G - Related Party Transactions

A shareholder loan of $90,000, with interest payable at 10% per annum, was made to the Company during the first quarter of 2008.

Note H - Litigation

At June 30, 2008 there were no outstanding legal issues.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS

Forward-Looking Statements

This Management’s Discussion and Analysis should be read in conjunction with our financial statements and its related notes. The terms “we,” “our” or “us” refer to International Silver, Inc. This discussion contains forward-looking statements based on our current expectations, assumptions, and estimates. The words or phrases “believe,” “expect,” “may,” “anticipates,” or similar expressions are intended to identify “forward-looking statements.” The results shown herein are not necessarily indicative of the results to be expected in any future periods. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties pertaining to our business, including the risk factors contained herein as well as our Form S-1 Registration Statement, which may be reviewed at www.sec.gov.

We are an exploration stage company that engages in minerals exploration activities in the United States and Mexico involving silver, gold, zinc, copper and other minerals. We have generated no significant revenues since approximately mid-2006, when we discontinued providing engineering services and commenced with our strategy of exploring for mineralized properties. Exploration activities have been limited to the exploration and purchasing of mineral interests in the United States and Mexico.


Financial Condition and Changes in Financial Condition


Assets
As of June 30, 2008, we had total assets of $391,456 compared to $236,868 as of December 31, 2007, representing an increase of 65% or $154,588. Assets are comprised of the following accounts:



	As At
	June 30,		December 31,
	2008		2007		Net Increase/
	(Unaudited)		(Audited)		(Decrease)
			(Restated)
Current Assets
Cash		40,998		51,283		(10,285	)
Accounts receivables, net		163,133		87,551		75,582
Prepaid expenses		490		1,012		(522	)
Total Current Assets		204,621		139,846		64,775

Other Assets
Land		90,000		90,000		0
Vehicles		500		687		(187	)
Deposits		96,335		6,335		90,000
Total Other Assets		186,835		97,022		89,813

Total Assets		391,456		236,868		154,588


Cash decreased by 20% or $10,285 during the six months ended June 30, 2008 due to continued exploration activities. Receivables increased by 86% or $75,582 due to on-going feasibility studies under contract with a related company. Other assets, comprised primarily of land and and non-refundable deposits increased by 93% or $89,813. During the first half of this year, we made a non-refundable deposit of $90,000 towards the purchase of land, with minerals rights, in California.


Liabilities and Shareholders’ Equity
As of June 30, 2008, liabilities were $190,803 as compared to $122,850 as of December 31, 2007 representing an increase of 55% or $67,953 over this period. Shareholders’ Equity at June 30, 2008 was $200,653 compared to $114,018 at December 31, 2007, representing an increase of 76% or $86,635.



	As At
	June 30,			December 31,
	2008			2007			Net Increase/
	(Unaudited)			(Audited)			(Decrease)
				(Restated)
Liabilities
Accounts payable		24,291			18,512			5,779
Accrued expenses		76,512			104,338			(27,826	)
Current Liabilities		100,803			122,850			(22,047	)
Notes payable, Note E		90,000			0			90,000
Total Liabilities		190,803			122,850			67,953

Shareholders' Equity
Common stock		713,500			693,500			20,000
Minority Interest		(2,919	)		(2,562	)		(357	)
Accumulated deficit		(509,928	)		(576,920	)		66,992
Total Shareholders' Equity		200,653			114,018			86,635

Total Liabilities & Shareholders' Equity		391,456			236,868			154,588


The increase in liabilities is primarily the result of a $90,000 loan from an officer to facilitate the extension of the option period for the purchase of the Langtry property in California. The increase is partially offset by the payoff of invoices payable. During the first half of the year an additional 150,000 shares were issued for legal services pertaining to services relating to the filing of our 10-K and 10-Q reports. Accumulated deficit as of June 30, 2008 was ($509,928) compared to ($576,920) as of December 13, 2007, representing a 12% reduction or $66,992. The profitable first half of the year resulted from rendering engineering services in the on-going preparation of feasibility studies for a related company.


Liquidity and Capital Resources

At June 30, 2008, we had working capital of $103,818, compared to $16,996 at December 31, 2007, representing an increase of 511% or $86,822. This increase is attributed to increased receivables from engineering services provided and loan proceeds received from one of our an officers.


Net cash outflows from operating activities increased by 68% or $21,886 over the six month period ended June 30, 2008
as compared to the six-month period ended June 30, 2007. This increase is primarily due to the realization of cash
revenues for feasibility studies.

Cash flows from investing activities at June 30, 2008 reflect an increase of $90,000 over the six-month period ended
June 30, 2007. These funds were applied as a deposit towards the purchase of the Langtry mining property located in
California.

Cash flows from financing activities at June 30, 2008 reflect a 137% increase or $52,078 over the six-month period ended
June 30, 2007. During the first quarter of this year, a shareholder/officer loaned us $90,000. Also,
during the first half of 2007, an affiliated company loaned us $10,422, which has since been paid off.

Our new business plan does not reflect, nor do we anticipate, any revenues during the exploration phase. We do not anticipate earning any significant revenues from operations until we complete the purchase of the Langtry property, confirm previously demonstrated mineralization, obtain operating permits and construct mining and processing facilities, all of which there is no assurance we will have sufficient financing to accomplish or be otherwise be successful at. At the same time, we must complete similar actions at our Tecoma properties and our Mexican properties, of which there is no guarantee that we will be successful in these activities.

Our auditors have issued a going-concern statement on the reviewed financial statements as of June 30, 2008 and our audited financial statements for the fiscal year ended December 31, 2007 as we have an accumulated deficit of $509,928 through June 30, 2008. These and other matters raise substantial doubt about our ability to continue as a going concern. We will have to supplement our currently available funds to satisfy our cash requirements for the immediate months through our efforts on collecting existing receivables and possible limited equity funding. We anticipate total spending requirements of approximately $19,000,000 pending adequate financing over the next eighteen months, in the following areas:

	·	$8,000,000 for the acquisition of the Langtry property;
	·	$8,986,500 to proceed with the exploration of our properties and claims to determine whether there are commercially exploitable reserves of silver, gold, barite, lead, and zinc
	·	$500,000 for working capital;
	·	$200,000 for legal and accounting expenses; and

$1,300,000 for general and administrative expenses

We plan to undertake the following steps in our attempt to overcome our going concern qualification and our need for $18,986,500 of financing to accomplish our operational plan:

	·	Contact broker-dealers to discuss and negotiate a broker dealer acting as an underwriter to conduct a public offering of our common stock sufficient to raise $18,986,600;
	·	Contact other companies with sufficient financial resources to fund our operational activities to discuss and negotiate a joint venture arrangement or a merger transaction where we would combine our business interests and objectives;

	·	Contact the fund managers of hedge funds and mutual funds to determine whether their interest in investing in our common stock sufficient to obtain adequate financing; and
	·	Raise financing through a private placement of our common stock


Results of Operations

We had a profit of $66,992 for the six months ended June 30, 2008, compared to a loss of $74,670 for the six months ended June 30, 2007, representing an increase of $141,662. The primary reason for this increase is the consulting fees for on-going feasibility studies. Revenues for the six months ended June 30, 2008 were $176,016, while only $7,128 were recognized for the six months ended June 30, 2007.

Operating expenses for the six-month period ended June 30, 2008 of $105,657 increased by 43% or $31,906 over the six-month period ended June 30, 2007, representing an increase of $73,751 in operating expenses. General and Administrative expenses were the primary reason for the increase in the area of geo-technical consulting, travel and lodging costs, as work continues on the newly-acquired mining properties.

Exploration Costs - Inception to Date

On June 16, 2006, our Board of Directors passed a resolution to change the nature of its operations from an engineering services company to an exploration company. Since converting our business plan to conducting exploration activities, we have engaged in the following exploration activities and incurred the following costs:

	1)	Hired a geotechnical consultant to assist launching an exploration program;
	2)	Commenced the development of an exploration plan;

	3)	Actively sought mineral interests containing precious metals; and
	4)	Acquired the following minerals interests and option to purchase mineralized property:

a) Purchased the Tecoma Mine (fee simple) located in Utah	$	90,000

b) Purchased BLM mineral claims - Calico District	$	12,770

c) Made option payments towards purchase of Langtry property ($8.0 million)	$	100,000
d) Acquired a 98% interest in Metales Preciosos, S.A. de C.V., a Mexican company, whose mineralized interests are:


1) El Cumbro property	$	14,260

2) El Cusito property	$	15,000

3) Canada de Oro property	$	15,000

4) La Moneda property	$	10,000







Total acquisitions and costs	$	257,030

During our early stage of exploration activities from June 1, 2006 through June 30, 2008 , we have incurred an additional $414,105 in general and administration expenses comprised primarily of salaries, rent, consulting fees, interest and travel expenditures.

Accumulated losses incurred from the inception of the “exploration phase” of $336,212 accounts for approximately 66% of the accumulated deficit of $509,928 reflected in the Shareholders’ Equity section. Prior activities as an Engineering company accounts for the other portion of the deficit.

Uncertainties and Trends

Our revenues are dependent now, and in the future, upon the following factors:

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

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

	·	Political and economic conditions of major silver, gold or other mineral-producing countries;
	·	Threatened changes to the U.S. Mining Law that may cause increasing federal land royalties, or other unanticipated consequences and related increased costs of conduct in mining operations in the United States; and

Our Mexican properties are subject to foreign risk, such as passage of onerous regulatory exploration and mining requirements and availability of materials and supplies.

Off-Balance Sheet Arrangements

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

An obligation under a guarantee contract,

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

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

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

We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the audited Consolidated Financial Statements and related notes.

Changes in Accounting Policies

The significant accounting policies outlined within our Consolidated Financial Statements for the six months ended June 30, 2008 have been applied consistently with the six months ended June 30, 2007.

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No.155, Accounting for Certain Hybrid Financial Instruments an Amendment of FASB Statements No. 133 and 140. This statement amends FASB No. 133, Accounting for Derivative Instruments and Hedging Activities and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement resolves issues addressed in Statement 133 Implementation Issued No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” The adoption of SFAS No. 155 did not have an impact on our consolidated financial statements.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets and Amendment of FASB Statement 140. This statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, regarding the accounting for separately recognized servicing assets and servicing liabilities. The adoption of SFAS No. 156 did not have an impact on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. The adoption of SFAS 157 did not have an impact on our consolidated financial statements

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans and Amendment of FASB Statements No 87, 88, 106 and 132(R). This statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. The adoption of SFAS No. 158 did not have an impact on our consolidated financial statements.

Uncertainties and Trends

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

	·	Price volatility in worldwide commodity prices, including silver, gold, and other minerals, which is affected by: (a) sale or purchase of silver by central banks and financial institutions; (b) interest rates; (c) currency exchange rates; (d) inflation or deflation; (e) speculation; and (f) fluctuating prices in worldwide and local commodities for petroleum-related products, chemicals, and solvents,
	·	Global and regional supply and demand of silver, gold, and other minerals, including investment, industrial and jewelry demand;
	·	Political and economic conditions of major silver, gold or other mineral-producing countries;
	·	Threatened changes to the U.S. Mining Law that may cause increasing federal land royalties, or other unanticipated consequences and related increased costs of conduct in mining operations in the United States; and
	·	Our Mexican properties are subject to foreign risk, such as passage of onerous regulatory exploration and mining requirements and availability of materials and supplies.

PLAN OF OPERATIONS

Our Plan of Operations has been organized for each of our properties and claims to account for the similarities and differences in the location, geology, the prospective metals that may be hosted by each property or claim, and the current stage of exploration of each property and claim; accordingly, we have several Plans of Operations to account for those similarities and differences among our various properties and claims. Our Plans of Operations represent our Phase I exploration activities and are for a period of eighteen months. Based upon our analysis of the test results and feasibility studies, we will determine whether to proceed with Phase II exploration and development, which will consist of expanding identified ore blocks to the proven classification, permitting, and development. We cannot determine, predict, or assure whether we will be able to proceed with Phase II exploration and development activities regarding any of our properties or claims. Our exploration activities will be conducted under the overall direction of our Consulting Geologist, but each Plan of Operations described below will be directly managed and supervised by a Field Geologist that we hire.

Tecoma Property in Box Elder County Utah

We will explore the Tacoma Property underground for silver, lead, and zinc at a total cost of $1,188,000, as follows:

Plan of Operations Step	Time Period to Complete Task		Cost
Hire Field geologist to set up exploration activities, manage exploration activities and supervise workers		18 months	$	75,000.00
Field geologist hires four workers to perform or assist in the tasks described below		12 months	$	170,000.00
Workers will clean and repair existing adits in order that underground sampling may occur		4 months	$	20,000.00
Our Project Geologist using two laborers will systematically conduct underground hammer and chisel chip sampling to identify the mineralized areas in order that we may properly determine the locations of our underground drilling		3 months	$	40,000.00
Our Project Geologist will hire a Drilling Contractor who will conduct underground drilling of 1000 meters at the various underground drill locations		5 months	$	300,000.00
Purchase of Exploration Equipment
· 1.5 yard Scoop Tram (Used)		3 months	$	75,000.00
· Cat 950 equivalent Loader (Used)		2 months	$	120,000.00
· Five Yard Dump Truck (Used)		2 months	$	50,000,00
· Light Duty Grader (Used)		2 months	$	35,000.00
· Office Building/Shop/Core Preparation/Storage		6 months	$	100,000.00
· Miscellaneous small tools and equipment		3 months	$	50,000.00
· 20 KWH Generator		3 months	$	30,000.00
· High Pressure Air Compressor		2 months	$	18,000.00
Assay Services-Contract Laboratory		4 months	$	20,000.00
Our Project Geologist will conduct required permitting using consultants		12 months	$	50,000.00
Our Project Geologist will contract drilling of a water well, pipe to mine		3 months	$	15,000.00
Our Consulting Geologist and Field Geologist will interpret the drill results in conjunction with the reserve mapping to determine ore tonnage and grade		4 months	$	20,000.00

Mexico Properties

A. The El Cumbro, El Cusito, and Canada de Oro Properties

We will explore the El Cumbro, El Cusito, and Canada de Oro Properties for silver, gold, lead, zinc, and copper at a total cost of $1,178,000.

Step	Time Period to Complete Task		Cost
Hire Field Geologist to manage exploration activities and manage workers.		18 months	$	65,000.00
Hire four workers to perform or assist in the tasks described below.		12 months	$	50,000.00
Administrative costs of Hermosillo Office, Administrative Manager and secretary, rent, accounting and auditing		18 months	$	85,000.00
Equipment Rentals with operators, supervised by our Field Geologist.		18 months	$	75,000.00
Repair obstructed access to the properties through bulldozing and grading in order that equipment and personnel will have full access to the property using a road contractor under the supervision of our Field Geologist.		1 month	$	50,000.00
We will cut trenches perpendicular across the veins by bulldozing and excavating to prepare to sample the veins at the surface expressions		3 months	$	75,000.00
Our Field Geologist will supervise sampling of trenches using the four helpers hired above		2 months	$	25,000.00
Our Field Geologist will supervise cleaning and repairing of existing adits to remove debris and permit unobstructed access for the purpose of conducting underground sampling		3 months	$	35,000.00
Our Field Geologist will supervise our helpers who will systematically sample the underground workings to determine mineralized areas using hammers and chisels to cut slots on five-foot centers.		2 months	$	25,000.00
Based on the above step, our Field Geologist will determine the location of underground drill stations.		0.5 months	$	0
Our Consulting Geologist will supervise a Contract Miner who will excavate the underground drill stations by mining an area adjacent to the veins sufficiently large to set up an underground drill.		4 months	$	75,000.00
Conduct underground drilling at 1000 meters		3 months	$	200,000.00
Assay all samples, including trench samples, underground adit samples and drill core samples using a contract laboratory.		3 months	$	30,000.00
Conduct reserve mapping based on drill and assay reports to estimate the tonnage and grades contained in the four primary veins on the El Cumbro and El Cusito properties and computerize the mine planning		2 months	$	30,000.00

			$	358,000.00
Purchase of Exploration Equipment			$	85,000.00
· Back Hoe Tractor with Excavator, Used			$	60,000.00
· 20 yard Dump Truck, Used			$	10,000.00
· Equipment Trailer, Used			$	30,000.00
· 20 KWH Generator		2 months	$	15,000.00
· Air Compressor			$	20,000.00
· Office Trailer, Used			$	25,000.00
· Sample Preparation and Storage, Portable Building, Used			$	5,000.00
· Fuel Tank, Portable, Used			$	8,000.00
· Water Tank, Portable, Used			$	40,000.00
· Misc. Tools			$	60,000.00
· Light Duty Transportation, Van and Pick-up and one all terrain vehicle

La Moneda Property

We will explore the La Moneda property for gold and silver at a total cost of $160,500. We will contract a Project Geologist who will supervise all work at the project and will use two temporary workers in the local area to assist with manual sampling for two months. At the end of the La Moneda sampling program, the Project Geologist will transfer to El Cumbro/El Cusito/Canada del Oro projects as Assistant to the Field Geologist. La Moneda is a second priority project and will be evaluated to determine if there is potential for future gold production.

Step	Time Period to Complete Task		Cost
Our Field Geologist will hire a Project Geologist to supervise the contract IP surveys, trench excavations sampling and sample preparation		12 months	$	36,000.00
Conduct Induce Polarization Survey to identify potential areas of mineralization Our Field Geologist will supervise a Contractor who will conduct the Survey, which detects the presence of unusual sub-surface areas through the introduction of electrical fields in the ground.		3 months	$	50,000.00
Transportation costs between El Cumbro, Hermosillo and La Moneda for our Field Geologist and the La Moneda Project Geologist		12 months	$	16,000.00
Rental of portable trailer for field office		12 months	$	6,000.00
Excavator rental for digging sample trenches on known mineralized veins		1 month	$	10,000.00
Our Project Geologist will hire two temporary helpers to do hammer and chisel chip samplings		2 months	$	3,000.00
Purchase of Exploration Equipment		1 month	$	39,500.00
· All Terrain Vehicle for rough terrain			$	7,000.00
· 10 KWH Generator			$	7,500.00
· Miscellaneous Tools			$	5,000.00
· Project Geologist Pick-up			$	20,000.00

The Langtry property in San Bernardino County, California

Our entire Plan of Operations regarding the Langtry property is contingent upon paying $8,000,000 to close on the purchase of the property, for which there is no assurance whatsoever that we will obtain sufficient financing.

We will explore the Langtry property for silver and barite at a total cost of $ 4,570,000. Our Plan of Operations regarding the Langtry Property is interfaced with and has been formulated in conjunction with the exploration activities conducted by Superior Oil from 1971 to 1974, which are supported by drill reports, assay results, mapping, grade and tonnage calculations, all of which we possess. Our exploration activities will be geared toward comparing our test results against the Superior Oil’s prior drilling activities and results to confirm the grade and tonnage calculations, and thus re-classify the reserves to the proven category, if any. This will entail 10,000 meters of new drilling, sample splitting and preparation, assaying, reserve calculations, mine planning, metallurgical testing and mill design, final feasibility studies and permitting.

Step	Time Period to Complete Task		Cost
Hire Project Geologist to manage exploration, sampling and sample preparation activities and workers		18 months	$	90,000.00
Our Project Geologist will hire 4 workers who will conduct sampling, drill core handling and cataloging, splitting and general sample preparation		12 months	$	144,000.00
Our Project Geologist will plan the drilling program using the Superior Oil drilling as a starting point and will plan fill-in drilling as well as confirmatory drilling, including purchase of computer hardware and software for mine planning		6 months	$	20,000.00
Our Project Geologist will contract a local construction company to prepare access roads and drill pads in preparation for drilling and will supervise the work		2 months	$	100,000.00
Our Project Geologist will supervise the contract drilling program that will consist of 10,000 meters of drilling, split between 5,000 meters of core drilling and 5,000 meters of reverse circulation drilling		12 months	$	2,000,000.00
Our Project Geologist will supervise the drill sample handling, logging, preparation, splitting and half sample storage in preparation for assay		12 months	$	50,000.00
Assaying by a contract assay laboratory		12 months	$	150,000.00
Mine planning will be conducted by an Independent Mining Engineer who will use the results of the drilling and assay program to produce an open pit mine design		6 months	$	200,000.00
Metallurgical Testing will be conducted by an independent metallurgical laboratory		6 months	$	250,000.00
Our Project Geologist will contract an independent environmental engineering firm to conduct fauna, archeological, wildlife and background studies and prepare permit applications to the various government agencies		6 months	$	350,000.00
Our Project Geologist will contract a hydrology engineering firm to produce a hydrology study of the project area, including monitor wells		6 months	$	225,000.00
An independent engineering firm will be contracted to design the metallurgical processing facilities and to produce a Final Feasibility Study for the Project		6 months	$	500,000.00
Our Project Geologist will contract a local well drilling company to drill a water well and pipe water to the project area, including pump purchase and booster		3 months	$	65,000.00
Exploration Equipment Purchases			$	426,000.00
· Light Duty Transportation, 2 Pick-ups and 1 van		1 month	$	100,000.00
· Office Trailer, rental		24 months	$	18,000.00
· Purchase steel building for sample preparation and storage		6 months	$	125,000.00
· Purchase two core splitters		3 months	$	30,000.00
· Purchase shelving for sample storage		2 months	$	25,000.00
· Purchase diesel fuel tank		1 month	$	8,000.00
· Purchase 20,000 gallon water head tank, Used		1 month	$	20,000.00
· Purchase office furniture and equipment, including computers		1 month	$	30,000.00
· Purchase a 20 kwh generator for water pumping and a 10kwh generator for project power		1 month	$	30,000.00
· Portable X-ray device for field assaying		1 month	$	40,000.00

The Leviathan property in San Bernardino County, California

We will explore the Leviathan property for silver and barite at a total cost of $1,890,000. We will use the same Field Geologist, workers and infrastructure from the Langtry property for our Leviathan property. The ore developed on the Leviathan property will be processed in the Langtry concentrator. We will use the same equipment described above in the Langtry property plan to conduct the Leviathan exploration program.

Step	Time Period to Complete Task		Cost
Our Field Geologist will map the mineralized structures, which are visible at surface, to determine the strike and dip of the ore bodies, and based on this, will design our drilling program for the property. Since Leviathan is a series of wide veins, drilling will be designed to intercept the ore bodies from the surface by angling the holes. Our Project Geologist is budgeted under the Langtry section		3 months	$	20,000.00
Our Project Geologist will hire a drilling contractor to drill 5,000 meters at determined drill stations, probably split evenly between core and reverse circulation drilling. The same contractor that drills Langtry will probably move the drills to Leviathan when Langtry is completed		3 months	$	1,000,000.00
Our Project Geologist will collect the drill samples, log and catalog them, and send them for sample preparation in anticipation of assaying. The samples will be split, with half stored in the same storage building as the Langtry samples		4 months	$	20,000.00
Our Project Geologist will arrange contract assaying with an independent assay laboratory		4 months	$	100,000.00
Our Project Geologist will hire an independent mining engineer to design the mine based on the results of our drilling program		3 months	$	150,000.00
Our Project Geologist will hire an independent research firm to conduct metallurgical testing of the samples to determine the optimal recovery strategy and equipment		4 months	$	250,000.00
Our Project Geologist will hire an independent environmental engineering firm to conduct fauna, archeological, wild life, hydrology and base line studies to complete and submit project permit requests. We anticipate that the ore from Leviathan will be processed in the Langtry concentrator to optimize possible profitability from the two projects and minimize capital investment		12 months	$	350,000.00

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

In accordance with Exchange Act Rule 13a-15(b), our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the first quarter ending June 30, 2008, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the financial quarter ending June 30, 2008. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in our internal controls over financial reporting during the financial quarter ending June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None

ITEM 1A RISK FACTORS

Forward-Looking Statements.

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Quarterly Report regarding our financial position, business strategy, plans and objectives of our management for future operations and capital expenditures, and other matters, other than historical facts, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements and the assumptions upon which the forward-looking statements are based are reasonable, we can give no assurance that such expectations will prove to have been correct.

Additional statements concerning important factors that could cause actual results to differ materially from our expectations are disclosed in the following "Risk Factors" section and elsewhere in this Quarterly Report. In addition, the words "believe", "may", "will", "when", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions, as they relate to us, our business, or our management, are intended to identify forward-looking statements. All written and oral forward-looking statements attributable to us or persons acting on our behalf after to the date of this Quarterly Report are expressly qualified in their entirety by the following risk factors.

Available Information.

We are an Arizona corporation with our principal executive offices located at 8040 South Kolb Road, Tucson Arizona 85706. Our telephone number is (520) 889-2040. Our fax number is: (520) 889-2733. Our website address is www.internationalsilverinc.com. We file our annual, quarterly, and current reports with the Securities and Exchange Commission (SEC), copies of which are available on our website or from the SEC free of charge at www.sec.gov. The public may also read and copy any materials, which we have filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Information on the Public Reference Room may be obtained by calling: 1-800-SEC-0330. Our Code of Business Conduct and Ethics is also available free of charge on our website or by faxing a request to us at: (520) 889-2733.

ITEM 1A RISK FACTORS

Risk Factors

In addition to the other information provided in this Form 10-Q, you should carefully consider the following risk factors (and others in our S-1 Registration Statement, which may be accessed at: www.sec.gov/Archives/edgar/data/1419482/000114420408011274/v104636_s1a.htmn ) in evaluating our business before purchasing our common stock. Our exploration activities are highly risky and speculative; accordingly, an investment in our common stock shares involves a high degree of risk. You should not invest in our common stock if you cannot afford to lose your entire investment. In considering an investment in our common shares, you should carefully consider the following risk factors together with all of the other information contained in our filings with the Securities and Exchange Commission, including our S-1 Registration Statement. Any of the following (along with other risk factors that are discussed in our S-1 Registration Statement, and which includes more expansive risk factor discussions pertaining to the risk factors discussed below), may cause our exploration activities, prospects, financial condition or results of operations to be negatively impacted, which may lead to the loss of all or part of your investment.

Risks Related to our Business Activities .

Our financial condition raises substantial doubt about our ability to continue as a going concern.

As of our December 31, 2007 year-end and as of the six month period ending June 30, 2008, we had an accumulated deficit of $576,920 and $509,928, respectively. Our auditor has issued a going concern opinion that there is substantial doubt whether we can continue as an ongoing business. If we fail to obtain approximately $19,000,000 of financing, we will be unable to pursue our planned business operations will have to be curtailed or terminated, in which case you will lose part or all of your investment in our common stock.

Because our properties or claims may never have reserves or be profitable, your investment in our common shares may be negatively impacted.

None of the properties or claims on which we have the right to explore for silver and other precious metals is known to have any confirmed commercially mineable deposits of silver or other metals that may be mined at a profit. We may be unable to develop our properties at a profit, either because:

	·	the deposits are not of the quality or size that would enable us to make a profit from actual mining activities; or
	·	because it may not be economically feasible to extract metals from the deposits.

In either case, you may lose part or all of you entire investment.

Because we are an exploration stage company, we have no mining operations, and our future operations are subject to substantial risks, we may never be successful in conducting any future mining operations.

We are not a mining company, but rather a beginning stage exploration stage. We will be unable to generate revenues or make profits, unless we actually mine deposits, if any actually exist.

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

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

Our management has conflicts of interest that may favor the interests of our management, but to the detriment of our minority shareholders’ interests.

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

The services of our President and Chief Executive Officer, Executive Vice President/Chief Financial Officer, Consulting Geologist, and our Vice President of Administration and Logistics, are essential to the success of our business; the loss of any of these personnel will adversely affect our business.

Our business depends upon the continued involvement of our officers, directors, and Consulting Geologist, each of whom have mining experience from 9 to 35 years. The loss, individually or cumulatively, of these personnel would adversely affect our business, prospects, and our ability to successfully conduct our exploration activities. Before you decide whether to invest in our common stock, you should carefully consider that the loss of their expertise, may negatively impact your investment in our common stock.

We may be denied the government licenses and permits or otherwise fail to comply with federal and state requirements for our exploration activities.

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

We do not carry any property or casualty insurance and do not intend to carry such insurance in the near future which may expose us to liabilities that will negatively affect our financial condition.

The search for valuable minerals exposes us to numerous hazards. As a result, we may become subject to liability for such hazards, including environmental pollution, cave-ins, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes or other hazards that we cannot insure against or which we may elect not to insure. At the present time we have no coverage to insure against these hazards. Should we incur liabilities involving these hazards that may have a material adverse effect on our financial condition.

If we fail to make pay $7,900,200 for our purchase of the Langtry property, we will lose our right to purchase the Langtry property.

To complete the purchase of the Langtree property we are required to pay by September 5, 2008, the $7,900,200 purchase price for that property. If we are unable to purchase the Langtree property our operational plan will be significantly impacted.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 29, 2008, we issued 150,000 shares of our common stock to Hamilton & Lehrer, P.A. for services.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 OTHER INFORMATION

None

ITEM 6 EXHIBITS

See Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERNATIONAL SILVER, INC.

/s/Harold R Shipes

Harold R. Shipes, Chief Executive Officer/Chairman of the Board

Dated: August 25, 2008

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

Signature	Title	Date

/s/ Harold R. Shipes	Chairman of the Board/Director	August 25, 2008
Harold R. Shipes	Chief Executive Officer
	(Principal Executive Officer)


/s/John A. McKinney	Chief Financial Officer	August 25, 2008
John A. McKinney	Executive Vice President
	(Principal Financial Officer)

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION

31.1		Certification Pursuant to Rule 13a-14(a) under the Exchange Act

31.2		Certification Pursuant to Rule 13a-14(a) under the Exchange Act

32.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002