Bunker Hill Mining Corp. - Quarter Report: 2011 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2011

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

Commission File Number: 333-150028

LIBERTY SILVER CORP.

 (Exact name of registrant as specified in its charter)

Nevada		32-0196442
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)
130 King Street West, Suite 3670 Toronto, Ontario, Canada M5X 1A9
(Address of principal executive offices)
416-369-3978
Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.  [ X ] Yes   [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

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 [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]  (Do not check if a smaller reporting Company)	Smaller reporting Company [ X ]

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

As of May 13, 2011 the Issuer had 69,733,334 shares of common stock issued and outstanding.

1

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of Liberty Silver Corp., (“We”, “Us”, the “Company”, or the “Registrant”) a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended June 30, 2010, and all amendments thereto.

LIBERTY SILVER CORP.

(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2011

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheets	3
Statements of Operations	4
Statements of Cash Flows	5-6
Notes to Unaudited Financial Statements	7-11

2

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

3

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

4

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

5

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

6

Liberty Silver Corp. (Formerly Lincoln Mining Corp)

Exploration Stage Company

Notes to Interim Financial Statements

For the Nine Months Ended March 31, 2011

Note 1 – Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended June 30, 2010. The interim results for the period ended March 31, 2011 are not necessarily indicative of the results for the full fiscal year.

Note 2 – Nature of Operations

Nature of Operations

Liberty Silver Corp. (“We”, “Us”, the “Company”, or the “Registrant”) was incorporated on February 20, 2007 under the laws of the state of Nevada under the name Lincoln Mining Corp. We were incorporated for the purpose of engaging in mineral exploration activities, and on May 24, 2007, purchased the Zone Lode mining claim located in Elko County, Nevada, for a purchase price of $10,000.  Our objective was to conduct mineral exploration activities on the Zone Lode claim to assess whether it contained economic reserves of copper, gold, silver, molybdenum or zinc.  We were not able to determine whether this property contained reserves that were economically recoverable and have ceased our attempts at developing this property.

As disclosed on a Form 8-K filed by the Company on April 5, 2010, on March 29, 2010, the Company entered into an Exploration Earn-In Agreement relating to the Trinity Silver property located in Pershing County, Nevada (the “Property”); a copy of the Agreement was filed as an exhibit to the Form 8-K filed by the Company on April 5, 2010 and is hereby incorporated by reference.  

The Property consists of a total of approximately 8,600 acres, including 5,040 acres of fee land and 162 unpatented mining claims.  Under the Agreement, the Registrant may earn-in a 70% undivided interest in the Property during a 6-year period in consideration of (1) a signing payment of $25,000, which has been made, (2) an expenditure of a cumulative total of $5,000,000 in exploration and development expenses on the Property by March 29, 2016, including a minimum of $500,000 which must be expended within one year from the effective date of the Agreement, and (3) completion of a bankable feasibility study on the Property on or before the 7^th anniversary date of the Agreement.   Our business operations are currently focused on efforts to develop the Property.

7

Liberty Silver Corp. (Formerly Lincoln Mining Corp)

Exploration Stage Company

Notes to Interim Financial Statements

For the Nine Months Ended March 31, 2011

Note 2 – Nature of Operations (continued)

 Exploration Stage

 

The Company’s financial statements are presented as those of an exploration stage company.  Activities during the exploration stage primarily include reviewing potential acquisition in the resource sectors and continue to raise additional capital funding.

Note 3 - Mineral Property

    

Pursuant to a mineral property purchase agreement dated May 24, 2007, the Company acquired a 100% undivided right, title and interest in a mineral claim, located in Section 8 of T35N, R36E Mount Diablo Base Meridian in Elko County, within the state of Nevada for a cash payment of $10,000. The Company must annually renew the lease on the land with the state for $1,800 and has not done so for this fiscal year end, June 30, 2010.

Since the Company has not established the commercial feasibility of the mineral claim, the acquisition costs have been capitalized. The Company has not depleted the mineral claims as no proven reserves have been found. The Company will not be able to keep the mineral claim in good standing due to lack of funding. The Company allowed the mineral claim to lapse at the end of June 2009. At June 30, 2009, the Company determined that there was little, or no, possibility of the company generating revenues related to the mining interests. This, coupled with the lapse of the mineral claims lease was determined to be an impairment of the asset. As such, the Company’s management determined to fully impair the mining interests, which was a charge to the Company’s statements of operations in the amount of $11,800.

On March 29, 2010, the Company entered into an Exploration Earn-In Agreement (the “Agreement”) with AuEx Ventures, Inc., a Nevada corporation. The Agreement relates to the Trinity Silver property (the “Property”) located in Pershing County, Nevada which consists of a total of approximately 8,600 acres, including 5,040 acres of fee land and 162 unpatented mining claims.

Under the Agreement, the Company may earn-in a 70% undivided interest in the Property during a 6-year period in consideration of (1) a signing payment of $25,000, which has been made and has been capitalized, (2) an expenditure of a cumulative total of $5,000,000 in exploration and development expenses on the Property by March 29, 2016, and (3) completion of a bankable feasibility study on the Property on or before the 7^th anniversary date of the Agreement.

The Company has begun financing to be in compliance with terms of the agreement. No actual mining has begun at this point.

Note 4 – Contingencies

Lease obligations - The Company’s principal executive offices are located at 130 King Street West, Suite 3670, Toronto, Ontario, Canada.  This office space is on a month to month rental basis at $4,000 a month starting January 1, 2011.

8

Liberty Silver Corp. (Formerly Lincoln Mining Corp)

Exploration Stage Company

Notes to Interim Financial Statements

For the Nine Months Ended March 31, 2011

Note 5 – Going Concern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $1,916,593 and further losses are anticipated in the development of its business. This raises substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has plans to seek additional capital through a private placement and public offering of its common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development, and sale of reserves.

These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6 – Subsequent Events

Effective April 1, 2011, the Company borrowed a total of $150,000 pursuant to the terms and conditions of promissory notes (individually referred to as a “Note” and collectively referred to as the “Notes”) entered into with six of the Company’s directors.  Each Note is for $25,000 and is required to be repaid by the Company on the earlier of one year, or when the Company raises a minimum of $2,000,000 through equity investments.   The Notes are interest free for the first six months following the date of the Note and then bear interest at a rate of 8% per annum thereafter.   In conjunction with the entry into the Notes, in lieu of the holders charging the Company interest on the outstanding principal of the Notes for the initial six months, the Company issued each holder a warrant entitling the holder to purchase up to a total of 50,000 shares of the Company’s common stock at price of $0.55 per share for a period of three (3) years following the date of the Note.

On April 19, 2011, subject to shareholder approval, the Board of Directors of the Company approved the adoption of the Liberty Silver Corp. Incentive Share Plan (the “Plan”) under which common shares of the Company’s common stock have been reserved for purposes of possible future issuance of incentive stock options, non-qualified stock options, and stock grants to employees, directors and certain key individuals.  Under the Plan, the maximum number of common shares reserved for issuance shall not exceed 10% of the common shares of the Company issued and outstanding shares from time to time.   The purpose of the Plan shall be to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of common shares of the Company.  In order to maintain flexibility in the

9

Liberty Silver Corp. (Formerly Lincoln Mining Corp)

Exploration Stage Company

Notes to Interim Financial Statements

For the Nine Months Ended March 31, 2011

Note 6 – Subsequent Events (continued)

award of stock benefits, the Plan constitutes a single plan, but is composed of two parts.  The first part is the Share Option Plan which provides grants of both incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended, and nonqualified stock options.  The second part is the Share Bonus Plan which provides grants of shares of Company common stock. The foregoing description of the Plan is qualified in its entirety by reference to the Liberty Silver Corp. Incentive Share Plan which was attached as Exhibit 10.9 to a Form 8-K filed by the Company on May 3, 2011 and is hereby incorporated by reference.  

On April 19, 2011, the Board of Directors of the Company granted Bill Tafuri, a director of the Company, incentive stock options to purchase up to 800,000 shares of Liberty Silver Corp. common stock at an exercise price of $.75 per share.  Pursuant to the terms of the Incentive Stock Option Agreement entered into between Mr. Tafuri and the Company, a total of 266,664 options vested immediately upon the grant of the options; the remaining 533,336 options vest over a two year period.  The vesting of the remaining 533,336 options may be accelerated in the event the Company achieves certain milestones with respect to its mining operations.  In the event Mr. Tafuri’s employment with the Company is terminated, the options that have not yet vested as of the date of such termination are revoked.

On April 19, 2011, the Board of Directors of the Company granted Dick Klatt incentive stock options to purchase up to a total of 600,000 shares of Liberty Silver Corp. common stock at an exercise price of $.75 per share.  Pursuant to the terms of the Incentive Stock Option Agreement entered into between Mr. Klatt and the Company, a total of 200,000 options vested immediately upon the grant of the options; the remaining 400,000 options vest over a two year period.  The vesting of the remaining 400,000 options may be accelerated in the event the Company achieves certain milestones with respect to its mining operations.  In the event Mr. Klatt’s employment with the Company is terminated, the options that have not yet vested as of the date of such termination are revoked.

On April 19, 2011, the Board of Directors of the Company granted John Barrington, a director of the Company, non-qualified stock options to purchase up to a total of 500,000 shares Liberty Silver Corp. common stock at an exercise price of $.75 per share.  Pursuant to the terms of the Non-Qualified Stock Option Agreement entered into between Mr. Barrington and the Company, a total of 250,000 options vested immediately upon the grant of the options; the remaining 250,000 options vest over a six month period.   In the event Mr. Barrington’s employment with the Company is terminated, the options that have not yet vested as of the date of such termination are revoked.

On April 19, 2011, the Board of Directors of the Company granted Kevin O’Connor a total of 100,000 incentive stock options to purchase Liberty Silver Corp. common stock at an exercise price of $.75 per share pursuant to the terms and conditions of a Non-Qualified Stock Option Agreement entered into between the Company and Mr. O’Connor.  Pursuant to the terms of the Non-Qualified Stock Option Agreement entered into between Mr. O’Connor and the Company, a total of 100,000 options vested immediately upon the grant of the options.

10

Liberty Silver Corp. (Formerly Lincoln Mining Corp)

Exploration Stage Company

Notes to Interim Financial Statements

For the Nine Months Ended March 31, 2011

Note 6 – Subsequent Events  (continued)

The Company has evaluated subsequent events for the period March 31, 2011 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.

11

ITEM 2.

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

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Background and Overview

Liberty Silver Corp. was incorporated on February 20, 2007 under the laws of the state of Nevada under the name Lincoln Mining Corp. We were incorporated for the purpose of engaging in mineral exploration activities, and on May 24, 2007, purchased the Zone Lode mining claim located in Elko County, Nevada, for a purchase price of $10,000.  Our objective was to conduct mineral exploration activities on the Zone Lode claim to assess whether it contained economic reserves of copper, gold, silver, molybdenum or zinc.  We were not able to determine whether this property contained reserves that were economically recoverable and have ceased our attempts at developing this property.

As disclosed on a Form 8-K filed by the Company on April 5, 2010, on March 29, 2010, the Company entered into an Exploration Earn-In Agreement relating to the Trinity Silver property located in Pershing County, Nevada (the “Property”).  

The Trinity Property consists of a total of approximately 8,600 acres, including 5,040 acres of fee land and 162 unpatented mining claims.  Under the Agreement, the Registrant may earn-in a 70% undivided interest in the Property during a 6-year period in consideration of (1) a signing payment of $25,000, which has been made, (2) an expenditure of a cumulative total of $5,000,000 in exploration and development expenses on the Property by March 29, 2016, including a minimum of $500,000 which must be expended within one year from the effective date of the

12

Agreement, and (3) completion of a bankable feasibility study on the Property on or before the 7^th anniversary date of the Agreement.   Our business operations are currently focused on efforts to develop the Property. During 2010, the previously completed data was organized into an accessible data base. This database includes the results of 384 drill holes, five geophysical surveys, all of the historic geochemical sampling, metallurgical reports, engineering reports, production records, and reclamation reports. A NI 43-101 compliant technical report was initiated along with a NI 43-101 compliant resource estimate. Work leading to obtaining permits necessary for the development of the future mine was initiated. The compilation of a GIS database was initiated containing the drilling, geochemical, and geophysical data. A magneto-telluric geophysical survey was completed of the covered areas of the project site was completed.

Current Operations

Overview

The Registrant presently has one property, the Trinity silver mine described below. Operations at the Trinity silver mine will consist of (i) an effort to expand the known resource through drilling, (ii) permitting for operation, if deemed economically viable, (iii) metallurgical studies aimed at enhancing the recovery of the silver and by-product lead and zinc, (iv) engineering design related to potential construction of a new mine, and (v) complete feasibility studies relating to possible re-opening the historic mine. Exploration of the property will be conducted simultaneously with the mine development in order to locate additional resources.

Products

The Registrant’s anticipated product will be precious and base metal-bearing concentrates and/or precious metal bullion produced from ores from mineral deposits which it hopes to discover and exploit through exploration and acquisition.

Property location

The Trinity silver mine is situated approximately 25 road miles north-northwest of Lovelock, Nevada, in Pershing County, Nevada, on the northwest flank of the Trinity Range, in the Trinity mining district.  It is located about 25 mi northwest of the Rochester silver mine, one of the largest silver mines in the United States.  The latitude-longitude coordinates of the mine site are 40^o 23’ 47” N, 118^o 36’ 38” W; it is situated in sections 3, 4, 5, 9, 10, 11, 15, 16, and 17, Township 29 North, Range 30 East, MDB&M and sections 27, 34, and 35, Township 30 North, Range 30 East, MDB&M.

Land; Land Status; Property Rights; Licensing

The Trinity silver mine property includes located public and leased/subleased fee land consisting of the following:

(1)

162 unpatented lode mining claims, the Seka 1-6, 8-16, 61-64, 73-76, 95-112, the ELM 1-103 claims, and TS 1-18 claims, totaling approximately 3,200 acres, located in sections 2, 4, 10, and 16,  Township 29 North, Range 30 East and in sections 34 and 35 of Township 30 North, Range 30 East.  The claims are located on public land open to mineral entry, currently valid, and subject to Bureau of Land Management regulations.

         

13

(2)

4,396.44 acres of fee land leased by Newmont Mining Corp. from Southern Pacific Land Co., and its successors, and from Santa Fe Pacific Minerals Corporation, and its successors located in sections 3, 5, 11, and 17, Township 29 North, Range 30 East, and sections 27, 33, and 35, Township 30 North, Range 30 East.

 

(3) 1280 acres of fee land owned by Newmont Mining Corp located in sections 9 and 15, Township 29 North, Range 30 East.  

The Registrant’s joint venture area of interest is currently sections 2-5, 8-11, 14-17, Township 29 North, Range 30 East, MDB&M, and sections, 27, 32-35, Township 30 North, Range 30 East, MDB&M.  The Registrant’s rights, which apply to all of the above properties include exploration, development, and production of valuable minerals except geothermal, hydrocarbons, and sand/gravel, and also include the authority to apply for all necessary permits, licenses and other approvals from the United States of America, the State of Nevada or any other governmental or other entity having regulatory authority over any part of the Property.

Mining history

     

The Trinity mining district had limited, intermittent production of silver, gold, lead and zinc from 1865 to 1942.  In the early 1980s Santa Fe Pacific Gold identified and developed significant silver and base metal mineralization on the western side of the Trinity mining district.  In 1987, an oxidized resource, with a grade of approximately 7 ounces per ton of silver, was put into production by U.S. Borax and joint venture partner Santa Fe Pacific Mining Inc., as an open-pit, cyanide-heap-leach operation.  This mine operated for approximately 2 years and, based on production records, reportedly produced 5 million ounces of silver from 1.1 million short tons of oxide ore.  

    

Since the mine shut down in 1989 a number of explorers have examined the property by drilling and further increased the silver and base metal resource.

Economic geology

The oldest rocks exposed in the Trinity mine area are Triassic to Jurassic marine sedimentary rocks which have been intruded by Cretaceous granodiorite stocks and dikes. These rocks are overlain by Miocene to Pliocene fine-grained rhyolite volcanic and volcaniclastic units which are principle hosts for silver and base metal mineralization.  Unconformably overlying these rocks are Quaternary pediment gravels.  The general mine area is dominated by high-angle, northeast-aligned Basin and Range faulting accompanied by secondary north- to northwest-aligned fault sets.

The Miocene to Pliocene rocks were invaded by hydrothermal solution which deposited metal sulfides as fine disseminations, veinlets and breccia fillings and altered the rock by silicification, sericitization, and argillization.  The sulfides include silver-bearing freibergite and pyrargyrite, sphalerite, galena, pyrite, arsenopyrite, chalcopyrite, pyrrhotite, and stannite. Over time the nearest-surface mineralization oxidized and resulting in the near surface economic deposit that was mine by U.S. Borax.   

The unmined, underlying sulfide mineralization, as defined by extensive drilling, covers an area of over 3000 ft by 4000 ft.  The mineralization is still open along strike and at depth.

14

Infrastructure

The Trinity silver deposit is situated in western Nevada, a locale which is host to many metal mines, mining equipment companies, drilling companies, mining and metallurgical consulting expertise, and experienced mining personnel.  Its location is accessible by all-weather road through an area of very sparse population.

Government Regulation and Approval

The following permits will be necessary to put the mine into production.

Environmental Issues

The historic mining and reclamation by U.S. Borax was done in compliance with all permits. The mine has been officially closed and reclaimed and there are no legacy issues. The permitting process on the historic mine did not identify any threatened or endangered species.  Pershing County is a mining friendly county with several ongoing mining operations. The following environmental permits are necessary:

§

Permit for Reclamation

§

Water Pollution Control Permit  

§

Air Quality Operating Permit

§

Industrial Artificial pond permit

§

Water Rights

The Registrant is currently beginning the programs necessary to obtain these permits. The cost, timing, and work schedules are not yet available.

Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the nine and three months ended March 31, 2011 as compared to the nine and three months ended March 31, 2010.  

15

Results of Operations for the nine months period ended March 31, 2011 compared to the nine months period ended March 31, 2010.

Revenue

          

During the nine months period ended March 31, 2011 and 2010, no revenue was generated by the Company.

Expenses.

During the nine months period ended March 31, 2011, the Company experienced total operating expenses of $1,043,812 as compared to $39,140 during the nine month period ended March 31, 2010, an increase of $1,004,672, or approximately 2,566%.   The increase in operating expenses is primarily due to increases experienced by the Company in stock compensation, exploration expense, consulting fees, and operation and administration expense.   The increases in these expenses are all primarily attributable to the Company efforts to explore and develop the Trinity Silver property located in Pershing County, Nevada.

Net Loss

The Company had a net loss of $1,043,113 for the nine months ended March 31, 2011, as compared to a net loss of $39,140 for the nine months ended March 31, 2010, a change of $1,003,973 or approximately 2,565%.  The change in net loss experienced by the Company was primarily attributable to the fact that the Company experienced an increase in operating expenses during the nine months ended March 31, 2011.

Results of Operations for the three months period ended March 31, 2011 compared to the three months period ended March 31, 2010.

Revenue

          

During the three months period ended March 31, 2011 and 2010, no revenue was generated by the Company.

Expenses.

During the three months period ended March 31, 2011, the Company experienced total operating expenses of $411,793 as compared to $28,472 during the three month period ended March 31, 2010, an increase of $383,321, or approximately 1,346%.   The increase in operating expenses is primarily due to increases experienced by the Company in stock compensation, exploration expense, consulting fees, and operation and administration expense.   The increases in these expenses are all primarily attributable to the Company efforts to explore and develop the Trinity Silver property located in Pershing County, Nevada.

Net Loss

The Company had a net loss of $411,781 for the three months ended March 31, 2011, as compared to a net loss of $28,472 for the three months ended March 31, 2010, a change of $383,309 or approximately 1,346%.  The change in net loss experienced by the Company was primarily attributable to the fact that the Company experienced an increase in operating expenses

16

during the three months ended March 31, 2011.

Analysis of Financial Condition

Liquidity and Capital Resources

Management has established an estimated operating budget for the remaining three months of the fiscal year commencing July 1, 2011, which includes total estimated expenses of $314,250 for the period.  The estimated budget is as follows:

			Q4	Total
	Drilling	$
	Metallurgy	$	50,000	50,000
	Engineering	$	25,000	25,000
	Permitting	$	20,000	20,000
	Socio-economic	$	10,000	10,000
	Staff/OH	$	165,750	165,750
	Consultants	$	43,500	43,500
	Total	$	314,250	314,250

On May 6, 2010, the Company completed a private placement offering of a total of 1,333,334 Units (consisting of one share of common stock and one warrant to purchase an additional share of common stock), from which it received gross offering proceeds of $1,000,000.  Such funds are intended to be used to pay ongoing expenses of the Company as reflected in the operating budget, but are not sufficient to pay all estimated operating expenses.  Accordingly, the Company will be required either to raise additional working or to cut its operating budget.  

Management currently believes that the Company will be able to raise additional working capital needed to meet its current budget, and that the best option for doing so will be through the private placement offering and sale of equity securities.  However, the Company does not currently have any commitments to provide working capital and there is no assurance that the required working capital will be available, or will be available on terms acceptable to the Company.

Subsequent to the period ended March 31, 2011, effective April 1, 2011, the Company borrowed a total of $150,000 pursuant to the terms and conditions of promissory notes (individually referred to as a “Note” and collectively referred to as the “Notes”) entered into with six of the Company’s directors.  Each Note is for $25,000 and is required to be repaid by the Company on the earlier of one year, or when the Company raises a minimum of $2,000,000 through equity investments.   The Notes are interest free for the first six months following the date of the Note and then bear interest at a rate of 8% per annum thereafter.   In conjunction with the entry into the Notes, in lieu of the holders charging the Company interest on the outstanding principal of the Notes for the initial six months, the Company issued each holder a warrant entitling the holder to purchase up to a total of 50,000 shares of the Company’s common stock at price of $0.55 per share for a period of three (3) years following the date of the Note. Such funds are intended to be used to pay ongoing expenses of the Company.

Current Assets and Total Assets

17

As of March 31, 2011, our unaudited balance sheet reflects that the Company had: i) total current assets of $7,933, as compared to total current assets of $744,279 at June 30, 2010, a decrease of $736,346, or approximately 99%; and ii) total assets of $32,933, as compared to total assets of $769,279 at June 30, 2010, a decrease of $736,346 or approximately 96%.  The decrease in total current assets and total assets experienced by the Company was primarily attributable to the fact that the Company utilized available cash for operating expenses.

 

Total Current Liabilities and Total Liabilities

As of March 31, 2011, our unaudited balance sheet reflects that we have total current liabilities and total liabilities of $206,635, as compared to total current liabilities of $85,568 at June 30, 2010, an increase of $121,067 or approximately 141%.  This increase was primarily attributable to an increase in accrued expenses and accounts payable experienced by the Company.

Cash Flow

During the nine months ended March 31, 2011 cash was primarily used to fund operations. We had a net decrease in cash during the nine months ended March 31, 2011 as compared to March 31, 2010.  See below for additional discussion and analysis of cash flow.

During the nine months ended March 31, 2011, net cash used in operating activities was $903,874, compared to net cash used in operating activities of $42,039 during the nine months ended March 31, 2010.  This increase in net cash used in operating activities is due to stock compensation, exploration expense, consulting and operation and administration expense.

During the nine months ended March 31, 2011, net cash provided by investing activities was $0, compared to net cash used by investing activities of $25,000 during the nine months ended March 31, 2010. The decrease in net cash provided by investing activities was attributable to Company not spending money on acquiring additional mining interest.

During the nine months ended March 31, 2011, net cash provided by financing activities was $185,700, compared to net cash provided by financing activities of $68,500 during the nine months ended March 31, 2010.  The increase in net cash provided by financing activities was attributable to the valuation of stock options which were issued to several newly appointed directors of the Company during the period ended March 31, 2011.

18

During the nine months ended March 31, 2011, no officer or director advanced money to the Company. The chief financial officer, John Pulos, advance the company $68,500 for operating costs during the period of nine months ended March 31, 2010. In May 2010, the Company repaid the related party payable in full.

  

As discussed herein we realized a net loss from operations of $1,043,113 during the nine months ended March 31, 2011, compared to $39,140 during the nine months ended March 31, 2010. This was due to stock compensation, exploration expense, consulting and operation and administration expense.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.

          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT     MARKET  RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these

19

objectives.  

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended March 31, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None

ITEM 1A.

 RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

(REMOVED AND RESERVED).

ITEM 5.    

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

20

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

                                      

 Liberty Silver Corp.

                                   

 By: /s/ John Pulos

                                      

 -----------------------------------

                                     

 Name: John Pulos

 Date: May 13, 2011             

 Title: Chief Financial Officer

21