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SILVER STREAM MINING CORP. - 10-Q/A - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

June 24, 2014

Cautionary Statement Regarding Forward-Looking Information

The statements in this quarterly report that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business.

You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the United States Securities and Exchange Commission ("SEC"). We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

Presentation of Information

W. S. Industries, Inc. ("WS Industries") entered into an Agreement and Plan of Merger dated April 22, 2013 (the "Merger Agreement") by and among WS Industries, W.S. Merger Corp., a Nevada company and a wholly owned subsidiary of WS Industries ("Merger Sub"), Rio Plata Exploration Corporation, a company organized pursuant to the laws of the Province of British Columbia, Canada (the "Rio Plata"), and certain holders (the "WS Debt Holders") of debt of WS Industries (the "WS Debt"), pursuant to which, at the effective time of the merger on May 14, 2013, the WS Debt Holders sold their WS Debt to certain purchasers, who converted such debt into an aggregate of 5,000,000 shares of WS Industries, and Merger Sub was merged with and into Rio Plata (the "Merger"). Merger Sub remained as the surviving entity in the Merger and succeeded to all of the assets, liabilities and operations of the Rio Plata and Rio Plata effectively became a wholly owned operating subsidiary of WS Industries. Shareholders of Rio Plata exchanged their shares of Rio Plata for an aggregate of 28,000,000 shares of WS Industries under the Merger, including holders of short-term debt of Rio Plata that converted their debt into shares of Rio Plata prior to the effective time of the Merger. See our Current Report on Form 8-K/A (Amendment No. 3) filed February 19, 2014 with the SEC for more information regarding the Merger.

The Merger constitutes a change in control of WS Industries and, accordingly, is accounted for as a "reverse merger" with Rio Plata treated as the acquiring entity and operating company for accounting purposes. Subsequent to the Merger, on July 26, 2013, Merger Sub was merged with and into WS Industries, with WS Industries as the surviving entity, and the name of the Corporation was changed to "Silver Stream Mining Corp." Finra approval of the name change was received on August 8, 2013.

The following discussion and analysis includes the results of Rio Plata for the three and nine months ended December 31, 2013 and the results of Silver Stream Mining Corp. from the date of the Merger on May 14, 2013 to December 31, 2013. All financial information in this quarterly report is presented in U.S. dollars, unless otherwise indicated, and should be read in conjunction with the financial statements and notes thereto included in this quarterly report.

As used herein, the words the "Corporation," "we," "us," and "our" refer to the current Nevada corporation operating the business acquired from Rio Plata.

Overview

We are engaged in the business of mineral exploration in Mexico. Our primary property is the Metates property located approximately 110 kilometers NW of the city of Mazatlan, Municipality of Mazatlan, in the State of Sinaloa, Mexico, which is referred to as the property. The property is in the exploration stage and is currently without a known body of commercial minerals.

In addition, effective November 5, 2013, we entered into an option agreement ("Option Agreement") with Sage Gold Inc. ("Sage"), a Canadian public company listed on the TSX Venture Exchange. Under the Option Agreement, we can initially earn a 55% undivided interest, and ultimately an 80% undivided interest, in the Solomon Pillars Gold Property owned by Sage and

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located in the Townships of Walters and Leduc in Beardmore, Ontario, Canada. As we have yet to meet the requirements to earn our initial interest in the Solomon Property, this property is not material to our current operations. See our Form 8-K filed November 18, 2013 with the SEC for more information relating to this option.

See our Current Report on Form 8-K/A (Amendment No. 3) filed February 19, 2014 with the SEC for more information regarding our business.

Our plan of operations for the next 12 months is to continue to explore (mapping and sampling) at our Metates property. We anticipate we will require approximately $300,000 to carry out our plans and for working capital over the next 12 months. As at December 31, 2013, we had cash of $14,567 and a working capital deficit of $2,387,348 and will require significant financing to pursue our exploration plans.

While we are currently in discussions with third parties regarding financing for our company, there can be no assurance that we will obtain any additional financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, we may be required to curtail our plans or may not be able to pursue our plans altogether until we obtain additional funds and our business may fail. An investment in our securities involves significant risks and you could lose your entire investment.

Results of Operations

The following discussion and analysis of our results of operations and financial condition for the three and nine months ended December 31, 2013 should be read in conjunction with our unaudited interim consolidated financial statements and related notes included in this report.

Three Months Ended December 31, 2013 Compared to Three Months Ended December 31, 2012

Revenues

We have earned no revenues and have sustained operational losses since our inception on August 16, 2006 to December 31, 2013. As of December 31, 2013, we had an accumulated deficit of $5,289,952. We anticipate that we will not earn any revenues during the current fiscal year as we are an exploration stage company. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Expenses

Our total expenses increased to $421,098 for the three months ended December 31, 2013 from $6,774 for the three months ended December 31, 2012 mainly due to an increase in exploration activity and consulting fees. During the three months ended December 31, 2013, we spent $161,966 on the exploration and evaluation of the Metates property, compared to $5,235 during the three months ended December 31, 2012. During the three months ended December 31, 2013, consulting fees increased to $168,141 from $800 in the prior period, as we engaged three new consultants in September 2013 and another in November 2013, to advise our board of directors on mining property acquisition and exploration matters. Three of these consultants are also now directors or officers of our company.

Our other operating expenses also increased overall in the nine months ended December 31, 2013 from the prior period due to the increase in our business activity. In the three months ended December 31, 2013, we incurred $15,756 in travel and promotional expenses, compared to $4,655 in travel and promotional expenses in the prior period. Professional fees increased to $45,377 in the current period from $2,770 in prior period. Management fees increased to $17,322 in the current period from $7,500 in the prior period. Office and miscellaneous expenses decreased to $2,650 in the current period from $5,814 in the prior period, while amounts spent on regulatory filings increased to $9,886 in the current period from $nil in the prior period.

We incurred interest expense of $160,597 in the three months ended December 31, 2013, compared to $90,104 in the three months ended December 31, 2012, relating to loans required to fund our operations. We realized a foreign exchange loss of $12,205 in the current period, compared to $nil in the prior period relating primarily to the Mexican peso. We also recorded a gain on the settlement of debt of $25,968 in the current period relating to the Merger.

During the three months ended December 31, 2013, we recorded an impairment charge of $957,980 on our Metates property due to the unproven nature of the claims. In addition, during the three months ended December 31, 2013, we determined that refunds of certain taxes we expected to collect from the Mexican government may not occur, and we accordingly recorded an impairment charge of $263,707 with respect to these IVA taxes.

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Net Loss

For the three months ended December 31, 2013, we realized a net loss of $1,765,209, compared to a net loss of $96,878 during the three months ended December 31, 2013.

Nine Months Ended December 31, 2013 Compared to Nine Months Ended December 31, 2012

Revenues

We have earned no revenues and have sustained operational losses since our inception on August 16, 2006 to December 31, 2013. As of December 31, 2013, we had an accumulated deficit of $5,289,952. We anticipate that we will not earn any revenues during the current fiscal year as we are an exploration stage company. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Expenses

Our total expenses increased to $920,514 for the nine months ended December 31, 2013 from $105,406 for the nine months ended December 31, 2012 mainly due to an increase in exploration activity and consulting fees. During the nine months ended December 31, 2013, we spent $359,888 on the exploration and evaluation of the Metates property, compared to $24,167 during the nine months ended December 31, 2012. During the nine months ended December 31, 2013, consulting fees increased to $383,335 from $20,700 in the prior period, as we engaged three new consultants in September 2013 and another in November 2013, to advise our board of directors on mining property acquisition and exploration matters. Three of these consultants are also now directors or officers of our company.

Our other operating expenses also increased overall in the nine months ended December 31, 2013 from the prior period due to the increase in our business activity. In the nine months ended December 31, 2013, we incurred $53,778 in travel and promotional expenses, compared to $13,037 in travel and promotional expenses in the prior period. Professional fees increased to $47,445 in the current period from $2,770 in prior period. Management fees increased to $27,145 in the current period from $22,500 in the prior period. Office and miscellaneous expenses were $16,402 in the current period, compared to $16,277 in the prior period, while amounts spent on regulatory filings increased to $32,434 in the current period from $3,955 in the prior period.

We incurred interest expense of $325,486 in the nine months ended December 31, 2013, compared to $208,999 in the nine months ended December 31, 2012, relating to loans required to fund our operations. We realized a foreign exchange gain of $2,057 in the current period, compared to $nil in the prior period relating primarily to the Mexican peso. We also recorded a gain on the settlement of debt of $1,176,328 in the current period relating to the Merger.

During the nine months ended December 31, 2013, we recorded an impairment charge of $957,980 on our Metates property due to the unproven nature of the claims. In addition, during the three months ended December 31, 2013, we determined that refunds of certain taxes we expected to collect from the Mexican government may not occur, and we accordingly recorded an impairment charge of $263,707 with respect to these IVA taxes.

Net Income

For the nine months ended December 31, 2013, we incurred a net loss of $1,289,301, compared to $314,405 during the nine months ended December 31, 2012.

Liquidity and Capital Resources

As of December 31, 2013, we had cash of $14,567, total assets of $49,140, total liabilities of $2,412,983, a working capital deficit of $2,387,348 and an accumulated deficit of $5,289,952. We have been dependent on funds raised through the issuance of shares and loans to finance our operations.

Financing Activities

We have funded our operations primarily through the sale of our shares and short-term loans. During the nine months ended December 31, 2013, financing activities provided cash of $434,960, compared to $27,881 in the prior period, from short-term loans.

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Operating Activities

Operating activities used cash of $495,697 for the nine months ended December 31, 2013, compared to $30,011 for the nine months ended December 31, 2012. An increase in accounts payable provided cash of $255,234 in the current period, compared to $187,879 in the prior period. An increase in accounts receivable used cash of $15,268 in the nine months ended December 31, 2013, compared to $nil in the prior period. A decrease in prepaid expenses provided cash of $2,462 in the nine months ended December 31, 2013, compared to $3,926 in the prior period. A decrease in accrued liabilities used cash of $3,376 in the current period, compared to $nil in the prior period.

Investing Activities

Investing activities used cash of $23,505 in the nine months ended December 31, 2013 relating to the purchase of interests in our mineral properties, compared to $nil in the prior period.

We expect that our total expenses will increase over the next year as we increase our business operations. We do not anticipate generating any revenues over the next year. Our plan of operations for the next 12 months is to continue to explore our Metates property (mapping and sampling). We anticipate we will require approximately $300,000 to carry out our plans and for working capital over the next 12 months. As at December 31, 2013, we had cash of $14,567 and a working capital deficit of $2,387,348 and will require significant financing to pursue our exploration plans.

While we are currently in discussions with third parties regarding financing for our company, there can be no assurance that we will obtain any additional financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, we may be required to curtail our plans or may not be able to pursue our plans altogether until we obtain additional funds and our business may fail. An investment in our securities involves significant risks and you could lose your entire investment.

We intend to raise additional capital for the next 12 months from the sale of our equity or debt securities or loans from related parties. If we are unsuccessful in raising sufficient capital through such efforts, we may consider other financing avenues such as bank financing. There is no assurance that any financing will be available to us or, if available, on terms that will be acceptable to us. If we are unable to raise additional capital, our business may fail.

Going Concern

Our financial statements included herein have been prepared on a going concern basis and Note 1 to the statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our common stock and loans to fund our operations. We may not generate any revenues for the foreseeable future, and if we are unable to raise equity or secure alternative financing, we may not be able to pursue our plans and our business may fail.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


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Source: Edgar Glimpses


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