SLTN 10-Q Quarterly Report June 30, 2015 | Alphaminr
SILVERTON ENERGY, INC.
ALPHAMINR

SLTN 10-Q Quarter ended June 30, 2015

Balance Sheet
Cash Flow
Income Statement
10-Q 1 form10-q.htm form10-q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
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 Number: 000-54920

Silverton Energy, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
98-0680168
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

297 Kingsbury Grade, Suite 208, Stateline, NV 89449
(Address of principal executive offices)

702-522-1521
(Issuer’s Telephone Number)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  X Yes o 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).     X Yes o No

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
(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). XYes o No

As of June 30 , 2015, there were 52,424,875 shares of the issuer’s common stock issued and outstanding.


PART I – FINANCIAL INFORMATION


ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim consolidated financial statements of Silverton Energy, Inc. (“Silverton Energy” or the “Company”) as of May 20, 2015, and for the three months and nine months ended June 30 , 2015 and June 30 , 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statement presentation and in accordance with the instructions to Form 10-Q and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Silverton Energy’s Form 10-K filing with the SEC for the year ended September 30, 2014.  In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position and the consolidated results of operations for the interim periods. The consolidated results of operations for the three and nine months ended June 30 , 2015 are not necessarily indicative of the results that may be expected for the full year.



1


Silverton Energy Inc.
(A Development Stage Company)
CONDENSED FINANCIAL STATEMENTS
June 30, 2015
Unaudited



Page
CONDENSED BALANCE SHEETS
F-2
CONDENSED STATEMENT OF OPERATIONS
F-3
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
F-4
CONDENSED STATEMENT OF CASH FLOWS
F-5
NOTES TO UNAUDITED CONDENSED  INTERIM FINANCIAL STATEMENTS
F-6



F-1


Silverton Energy Inc.
(fka Meta Gold, Inc.)
(A Development Stage Company)
CONDENSED BALANCE SHEETS
June 30, 2015
September 30, 2014
(Unaudited)
(Audited)
ASSETS
CURRENT ASSETS
Cash
$ 0 $ 11,890
Other current assets
691 1,359
Loan receivable
46,081 23,581
TOTAL ASSETS
$ 46,772 $ 36,830
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$ 58,771 $ 84,106
Bank overdraft
267
Loan payable
280,500 210,000
Interest payable
14,202 4,317
Loans from related party
18,654 18,654
TOTAL CURRENT LIABILITIES
$ 372,394 $ 317,077
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
500,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
52,424,875 shares as of June 30, 2015 and at September 30, 2014
$ 52,425 $ 52,425
Additional Paid in Capital
53,965 (36,035 )
Deficit accumulated during the development stage
(432,012 ) (296,637 )
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)
$ (325,622 ) $ (280,247 )
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
$ 46,772 $ 36,830
The accompanying notes are an integral part of these financial statements


F-2


Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
Unaudited
Cumulative results
Three months
Three months
Nine months
Nine months
from inception
ended
ended
ended
ended
(September 21, 2010) to
June 30 , 2015
June 30, 2014
June 30, 2015
June 30, 2014
June 30, 2015
REVENUE
Revenues
$ - $ - $ - $ $ -
Total Revenues
$ - $ - $ - $ $ -
EXPENSES
Office and general
$ 35 $ 25,662 $ 15,364 $ 43,037 $ 75,117
Interest expense, net
3,303 1,397 9,511 2,156 13,510
Professional Fees
3,000 82,286 110,500 137,759 343,385
Total Expenses
$ 6,338 $ 109,345 $ 135,375 $ 182,952 $ 432,012
NET LOSS
$ (6,338 ) $ (109,345 ) $ (135,375 ) $ (182,952 ) $ (432,012 )
BASIC AND DILUTED LOSS PER COMMON SHARE
$ - $ - $ - $ - $ -
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
52,424,875 52,424,875 52,424,875 52,424,875
The accompanying notes are an integral part of these financial statements

F-3

Silverton Energy Inc.
(fka Meta Gold, Inc.)
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (September 21, 2010) to June 30, 2015
Common Stock
Deficit accumulated
Additional
during the
Number of
Paid-in
development
shares
Amount
Capital
stage
Total
Balance at inception - September 21, 2010
- - - - -
Net loss for the period from inception to
September 30,2010
(6,768 ) (6,768 )
Balance, September 30, 2010
- $ - $ - $ (6,768 ) $ (6,768 )
Common Shares issued at $0.000012
on October 1, 2010
852,500,000 852,500 (841,500 ) 11,000
Net loss for the year ended
September 30, 2011
(13,995 ) (13,995 )
Balance, September 30, 2011
852,500,000 $ 852,500 $ (841,500 ) $ (20,763 ) $ (9,763 )
Common Shares issued at $0.000258 in
March, 2012
12,981,250 13,020 (9,670 ) 3,350
Common Shares issued at $0.0002584 in
April, 2012
7,943,750 7,905 (5,855 ) 2,050
Net loss for the year ended
September 30, 2012
(16,562 ) (16,562 )
Balance, September 30, 2012
873,425,000 $ 873,425 $ (857,025 ) $ (37,325 ) $ (20,925 )
Redemption of common shares
(821,000,125 ) (821,000 ) 820,990 (10 )
Net loss for the year ended
September 30, 2013
(23,539 ) (23,539 )
Balance, September 30, 2013
52,424,875 $ 52,425 $ (36,035 ) $ (60,864 ) $ (44,474 )
Net loss for the twelve month ended
September  30, 2014
(235,773 ) (235,773 )
Balance, September 30, 2014
52,424,875 $ 52,425 $ (36,035 ) $ (296,637 ) $ (280,247 )
Forgiveness
90,000 90,000
Net loss for the nine month ended June 30, 2015
(135,375 ) (135,375 )
Balance, June 30, 2015 (unaudited)
52,424,875 $ 52,425 $ 53,965 $ (432,012 ) $ (325,622 )
The accompanying notes are an integral part of these financial statements

F-4


Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
Unaudited
9 months
9 months
September 21, 2010
ended
ended
(inception date) to
June 30, 2015
June 30, 2014
June 30, 2015
OPERATING ACTIVITIES
Net loss
$ (135,375 ) $ (182,952 ) $ (432,012 )
Adjustment to reconcile net loss to net cash
used in operating activities
Decrease (increase) in interest payable
9,511 2,348 14,202
Increase (decrease) in Other current assets
1,042 (4,133 ) (691 )
Increase (decrease) in accounts payable and accrued expenses
64,665 72,143 148,771
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$ (60,157 ) $ (112,594 ) $ (269,730 )
INVESTING ACTIVITIES
Increased in loan receivable
(22.500 ) (18,481 ) (46,081 )
NET CASH USED BY INVESTING ACTIVITIES
(22,500 ) (18,481 ) (46,081 )
FINANCING ACTIVITIES
Proceeds from sale of common stock
- - 16,390
Bank overdraft
267 31 267
Proceeds from loan payable
70,500 130,000 280,500
Loan from related party
- 200 18,654
NET CASH PROVIDED BY FINANCING ACTIVITIES
$ 70,767 $ 6,459 $ 315,811
NET INCREASE (DECREASE) IN CASH
$ (11,890 ) $ (844 ) $ -
CASH, BEGINNING OF PERIOD
11,890 844 -
CASH, END OF PERIOD
$ - $ - $ -
Supplemental cash flow information:
Cash paid for:
Interest
$ - $ - $ -
Income taxes
$ - $ - $ -
Significant  noncash financing activities:
Decrease in accounts payable and accrued liabilities due to forgiveness
$ 90,000 $ 90,000
The accompanying notes are an integral part of these financial statements


F-5


Silverton Energy Inc.
(fka Meta Gold, Inc.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
June 30, 2015
NOTE 1 – 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, results of operations, and cash flows at June 30, 2015 and for all periods presented herein, have been made.

Certain information and footnote disclosures 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 September 30, 2014 audited financial statements.  The results of operations for the periods ended June 30, 2015 and the same period last year are not necessarily indicative of the operating results for the full years.

In October 2014, the Company approved a name change to Silverton Energy, Inc

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $325,622 and net loss from operations since inception of $432,012. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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 sources 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.
F-6
NOTE 3 - LOAN RECEIVABLE - RELATED PARTY LOANS

The Company loaned $46,081 to a related party.  $10,000 is due on December 1, 2015. The interest is 5% per annum. The company accrued interest of $691 as of June 30, 2015. $36,081 is on demand and without interest.

NOTE 4 - LOAN PAYABLE - RELATED PARTY LOANS

The Company has received $18,654 as a loan from related parties as of June 30, 2015 ($18,654 as of December 31, 2014).  The loan is on demand and without interest.

NOTE 5 – RELATED PARTY TRANSACTION

The Company entered into a consulting agreement with Dr Thomas Sawyer, president and director of the Company, on December1, 2013 for the amount of $15,000 per month. As of June 30, 2015, $90,000 of the outstanding amount was written off and shown as Additional Paid In Capital and $15,000 is outstanding as of June 30, 2015. The Company has also accrued outstanding expenses of $18,550 in relation to office rent and expenses, travel, accommodation and related expenses which remains outstanding.

NOTE 6 – LOAN PAYABLE

The Company entered loan agreement with Future Gen Holding Ltd. on January 9, 2014. The company may draw by $70,000 from time to time. The Expiration date is September 18, 2015. On January 31, 2014, the Company increased loan amount by $90,000. The Company borrowed an additional $40,000 on April 15, 2014. The Company borrowed an additional $80,000 during the last quarter of the year ended September 30, 2014 and borrowed an additional 65,000 during the quarter ended December 31, 2014. The interest is 5% per annum on the loan. The Company accrued interest of $14,202 as of June 30, 2015.

The Company also borrowed $5,500 from Capro Ltd. The loan is interest free and on demand.

NOTE 7 – CAPITAL STOCK

On October 1, 2010 the Company issued 852,500,000 Founder’s shares at $0.000012 per share for net funds to the Company of $11,000.
During March and April, 2012, the Company issued 20,925,000 common shares for $0.000258 per share, for cash of $5,400
In March 2013 the Company increased its Authorized common shares to 250,000,000 shares at $0.001 per share.
In March 2013, the Company declared a 155:1 forward split and on the same day redeemed 821,000,125 common shares for $10.
As at March 31, 2015 the Company has issued 52,424,875 common shares.

In October 2014, the company increased authorized share capital from 250,000,000 shares of common stock to 500,000,000 shares of common stock. In October4 2014, the majority shareholder and the Board of Director approved a reverse stock split two to one.

NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there is one event to disclose.
In August 2015, the Company borrowed $3,500 from Capro Ltd.

F-7

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

This report contains forward looking statements relating to our Company's future economic performance,  plans and objectives of management for future operations, projections of revenue  mix  and  other financial items that are  based on the beliefs of, as well as assumptions made  by  and  information currently  known  to,  our  management.  The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements.  The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

Our auditor’s report on our September 30, 2014 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease our business.

As of June 30 , 2015, we had $0 cash on hand and in the bank. This amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.  Additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If we are unsuccessful in raising the additional proceeds through a private placement offering, we will then have to seek additional funds through debt financing, which would be highly difficult for a shell company to secure. Therefore, we depend upon the success of the any private placement offering and failure thereof would result in our having to seek capital from other sources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a shell company, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease as a business. As a result, investors in the Company’s common stock would lose all of their investment.

We did not generate any revenue during the three months and nine months ended June 30 , 2015 and 2014.   We incurred expenses in the amount of $6,338 in the three months ended June 30, 2015. These expenses were comprised of professional fees ($3,000), office and general expenses ($35) and interest expense ($3,303).   Since inception we have incurred operating expenses of $432,012.

We have no current agreements to merge with any other entity.

As of the date of this quarterly report, the current funds available to the Company will not be sufficient to continue operations. The cost to of maintaining our reporting status is estimated to be over $30,000 per year.

Results of Operations for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014.

Our expenses decreased to $6,338 for the three months ended June 30, 2015 from $109,345 in the three months ended June 30, 2014.  This decrease was primarily the result of a decrease in the three months ended June 30, 2015 of professional fees to $3,000 from $82,286 in the prior period.  This decrease in expenses was also the result of a decrease in the three months ended June 30, 2015 of office and general expenses to $35 from $25,662 in the prior period.


2


As we had no revenues or additional losses in either period, our net losses were the same as our total expenses.

Results of Operations for the nine months ended June 30 , 2015, as compared to the nine months ended June 30, 2014.

Our expenses decreased to $135,374 for the nine months ended June 30, 2015 from $182,952 in the three months ended June 30, 2014.  This decrease was primarily the result of a decrease in the nine months ended June 30, 2015 of professional fees to $110,500 from $137,759 in the prior period and office and general expenses to $15,364 from 43,037.

As we had no revenues or additional losses in either period, our net losses were the same as our total expenses.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, the current funds available to the Company will not be sufficient to continue operations. The cost to of maintaining our reporting status is estimated to be $30,000 over the next year. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, in accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of Tom Sawyer, our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, Mr. Sawyer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required.  The reason we believe our disclosure controls and procedures are not effective is because:

1.
No independent directors;
2.
No segregation of duties;
3.
No audit committee; and
4.
Ineffective controls over financial reporting.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3


PART II:  OTHER INFORMATION

Item 1. Legal Proceedings.

None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

None

Item 5.  Other Information

None.

Item 6.  Exhibits
31.1
Certification of Principal Executive Officer  and Acting Principal Accounting Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1
Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Exhibit 101
101.INS - XBRL Instance Document
101.SCH - XBRL Taxonomy Extension Schema Document
101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF - XBRL Taxonomy Extension Definition Linkbase Document
101.LAB - XBRL Taxonomy Extension Label Linkbase Document
101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document


4



SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Silverton Energy, Inc.

By: /s/ Thomas  Roger Sawyer
Thomas Roger Sawyer
Its: President, Chief Executive Officer, Director (Principal Executive Officer).
August 17, 2015

By: /s/ Thomas  Roger Sawyer
Thomas Roger Sawyer
Its: Chief Financial Officer (Principal Accounting Officer)
August 17, 2015

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