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EXCEL - IDEA: XBRL DOCUMENT - SILVERTON ENERGY, INC.Financial_Report.xls
EX-32.1 - SILVERTON ENERGY, INC.exhibit32-1.htm
EX-31.1 - SILVERTON ENERGY, INC.exhibit31-1.htm
XML - IDEA: XBRL DOCUMENT - SILVERTON ENERGY, INC.R9999.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 December 31, 2014
 
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  oNo

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  oNo

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   No

As of  February 18, 2014, 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 December 31, 2014, and for the three months ended December 31, 2014 and December 31, 2013 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 ended December 31, 2014 are not necessarily indicative of the results that may be expected for the full year.


 

 

 
 
 
 
 
 
 
 
Silverton Energy Inc.
(fka Meta Gold, Inc.)
(A Development Stage Company)
 
CONDENSED FINANCIAL STATEMENTS
 
December 31, 2014
 
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
 
             
             
   
December 31, 2014
   
September 30, 2014
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 6,021     $ 11,890  
Other current assets
    860       1,359  
Loan receivable
    46,081       23,581  
TOTAL ASSETS
  $ 52,962     $ 36,830  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 100,814     $ 84,106  
Loan payable
    275,000       210,000  
Interest payable
    7,383       4,317  
Loans from related party
    18,654       18,654  
TOTAL CURRENT LIABILITIES
  $ 401,851     $ 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 December 31, 2014 and at September 30, 2014
  $ 52,425     $ 52,425  
   Additional Paid in Capital
    (36,035 )     (36,035 )
Deficit accumulated during the development stage
    (365,279 )     (296,637 )
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)
  $ (348,889 )   $ (280,247 )
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
  $ 52,962     $ 36,830  
                 
The accompanying notes are an integral part of these financial statements
 


 
F-2

 


Silverton Energy Inc.
(fka Meta Gold, Inc.)
(A Development Stage Company)
 
CONDENSED STATEMENT OF OPERATIONS
Unaudited
 
                 
                 
                 
                 
                 
   
Three months
   
Three Months
   
Cumulative results from inception
   
ended
   
ended
   
(September 21, 2010) to
   
December 31, 2014
   
December 31, 2013
   
December 31, 2014
REVENUE
               
                 
Revenues
  $ -     $ -     $ -  
Total Revenues
  $ -     $ -     $ -  
                     
EXPENSES
                   
                     
Office and general
  $ 7,702     $ 300     $ 67,455  
Interest expense, net
    2,940       -       6,940  
Professional Fees
    58,000       1,750       290,884  
Total Expenses
  $ 68,642     $ 2,050     $ 365,279  
                         
NET LOSS
  $ (68,642 )   $ (2,050 )   $ (365,279 )
                     
BASIC AND DILUTED LOSS PER COMMON SHARE
                   
  $ -     $ -     $ -  
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                       
                       
    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 December 31, 2014
 
   
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 )
Net loss for the three month ended December 31, 2014
                            (68,642 )     (68,642 )
Balance, December 31, 2014
    52,424,875     $ 52,425     $ (36,035 )   $ (365,279 )   $ (348,889 )
 
The accompanying notes are an integral part of these financial statements
 


 
F-4

 


Silverton Energy Inc.
 
(fka Meta Gold, Inc.)
 
(A Development Stage Company)
 
   
CONDENSED STATEMENT OF CASH FLOWS
 
Unaudited
 
                   
   
3 months
   
3 months
   
September 21, 2010
 
   
ended
   
ended
   
(inception date) to
 
   
December 31, 2014
   
December 31, 2013
   
December 31, 2014
 
                   
 OPERATING ACTIVITIES
                 
Net loss
  $ (68,642 )   $ (2,050 )   $ (365,279 )
Adjustment to reconcile net loss to net cash
                       
used in operating activities
                       
Decrease (increase) in interest payable
    2,940       -       7,257  
Increase (decrease) in Other current assets
    625       -       (733 )
Increase (decrease) in accounts payable and accrued expenses
    16,708       2,050       100,813  
                         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                       
  $ (48,369 )   $ -     $ (257,942 )
                         
INVESTING ACTIVITIES
                       
     Increase in loan receivable
    (22,500 )             (46,081 )
                         
NET CASH USED BY INVESTING ACTIVITIES
    (22,500 )             (46,081 )
FINANCING ACTIVITIES
                       
Proceeds from sale of common stock
    -       -       16,390  
Bank overdraft
    -       -       -  
Proceeds from loan payable
    65,000               275,000  
Loan from related party
    -       -       18,654  
NET CASH PROVIDED BY FINANCING ACTIVITIES
                       
  $ 65,000     $ -     $ 310,044  
                         
NET INCREASE (DECREASE) IN CASH
  $ (5,869 )   $ -     $ 6,021  
                         
CASH, BEGINNING OF PERIOD
    11,890       844       -  
                         
CASH, END OF PERIOD
  $ 6,021     $ 844     $ 6,021  
                         
                         
Supplemental cash flow information and noncash financing activities:
         
Cash paid for:
                       
Interest
  $ -     $ -     $ -  
                         
Income taxes
  $ -     $ -     $ -  
                         
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
 
December 31, 2014
 
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 December 31, 2014 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 December 31, 2014 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 $348,889 and net loss from operations since inception of $365,279. 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 $443 as of December 31, 2014. $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 December 31, 2014 ($18,654 as of September 30, 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, with the total consulting fee amount being $45,000 for quarter ended December 31, 2014 and $81,900 of them were outstanding as of December 31, 2014. The Company has also accrued outstanding expenses of $17,502 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 $7,383 as of December 31, 2014.
 
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 December 31, 2014 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.
 
 
 
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 December 31, 2014, we had $6,021 cash on hand and in the bank. Management believes 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 TS common stock would lose all of their investment.

We did not generate any revenue during the three months ended December 31, 2014 and 2013.   We incurred operating expenses in the amount of $68,642 in the three months ended December 31, 2014. These operating expenses were comprised of professional fees ($58,000), office and general expenses ($7,702) and interest expense ($2,940).   Since inception we have incurred operating expenses of $365,279.

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 $20,000.

Results of Operations for the three months ended December 31, 2014, as compared to the three months months ended December 31, 2013.

Our expenses increased to $66,642for the three months ended December 31, 2014 from $2,050 in the three months ended December 31, 2013.  This increase was primarily the result of an increase in the three months ended December 31, 2014 of professional fees to $58,000 from $1,750 in the prior period.  The increase in professional fees was due to an increase in corporate activity in the period. This increase in expenses was also the result of an increase in the three months ended December 31, 2014 of office and general expenses to $7,702 from $300 in the prior period.  The increase in office and general expenses was due to an increase in activities in preparation for a potential merger for the company.

  

 

 

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.
  


 

 

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).
February 19, 2015

By: /s/ Thomas  Roger Sawyer
      Thomas Roger Sawyer
Its: Chief Financial Officer (Principal Accounting Officer)
February 19, 2015

 
 
 
 

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