UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

(Mark One)

 

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

 

For the fiscal year ended: September 30, 2015

 

o TRANSITION REPORT UNDER 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 registrant 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)		(Zip Code)

 

Registrant’s telephone number, including area code: 775-589-2176

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.001 par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o No x

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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	¨	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 o  

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of March 31, 2015 was $2,096,995.

 

The number of shares outstanding of the Registrant's Common Stock as February 19, 2016 was 52,424,875 shares of common stock, $0.001 par value, issued and outstanding.

  

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

  

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 (the "Amendment") to the Annual Report on Form 10-K of Silverton Energy, Inc., a Nevada corporation (the "Company"), for the year ended September 30, 2015, and filed with the Securities and Exchange Commission (the "SEC") on February 24, 2016, (the "Original Filing"), is to add the XBRL files to the Original Filing. We are also including as Exhibits, current certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.

 

Except as expressly set forth herein, this Form 10-K/A does not reflect events occurring after the date of the Original Filing of the Form 10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing on Form 10-K and the Company's other filings with the SEC.

 

2

 

PART I

 

ITEM 1:

BUSINESS

 

Silverton Energy, Inc. was incorporated in the State of Nevada on September 21, 2010, with fiscal year of September 30. We are currently have no operations and are a “shell company” as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended. We were founded with the intent of producing environmentally aware footwear, but we abandoned this business in 2013.

 

We are currently assessing our options as how, and if, to proceed as a business. We believe that our most likely scenario for survival is to merge with and into or to acquire an existing business. To that end, we are seeking merger candidates and intend to take steps to make us a more attractive merger candidate.

 

If we are unable to begin a new business or enter into a merger with or acquire an existing business, we will need to raise additional funds to continue as a business. If we cannot secure additional funds we will have to cease our business and our investors will lose their entire investment.

 

ITEM 1A:

RISK FACTORS

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 1B: 

UNRESOLVED STAFF COMMENTS

 

This Item is not applicable to us.

 

ITEM 2: 

PROPERTIES

 

We do not own any real estate or other properties. The Company’s office is located at 297 Kingsbury Grade, Suite 208, Stateline, NV 89449.

 

ITEM 3: 

LEGAL PROCEEDINGS

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

 

ITEM 4: 

MINE SAFETY DISCLOSURES

 

This Item is not applicable to us.

 

3

  

PART II

 

ITEM 5: 

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

As of September 30, 2015, the Company had thirty (30) active shareholders of record. The company has not paid cash dividends and has no outstanding options. Although, the Company’s common stock is quoted on FINRA’s Over-the-Counter Pink (the “OTCPink”), only one trade has been reported on the OTCPink, and that trade was for $0.10 in October of 2013. There is virtually no market for our common stock, and you might never be able to sell any shares of our common stock that you purchase or own.

 

ITEM 6: 

SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 7: 

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, 2015 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 September 30, 2015, we had $0 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 our common stock would lose all of their investment.

 

4

  

We did not generate any revenue during the fiscal years ended September 30, 2014 and 2015. We incurred operating expenses in the amount of $138,714 in the fiscal year ended September 30, 2015. These operating expenses were comprised of professional fees, interest expense, and office and general expenses. Since inception we have incurred operating expenses of $435,351.

 

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

 

As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to of maintaining our reporting status for the next twelve months is estimated to be $30,000.

 

RESULTS OF OPERATIONS

 

Our expenses decreased to $138,714 for the twelve months ended September 30, 2015 from $235,773 in the twelve months ended September 30, 2014. This decrease was the result of a decrease in office and general expenses to $15,346 from $47,239 between the two periods as well a decrease in professional fees to $110,500 from $184,534 between the two periods. 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 Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to of maintaining our reporting status for the next twelve months is estimated to be $30,000 over this same period. 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 7A: 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

5

  

ITEM 8: 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Silverton Energy Inc.

(fka Meta Gold, Inc.)

A Development Stage Company

 

FINANCIAL STATEMENTS

 

September 30, 2015 and 2014

  

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRMS			F-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRMS		F-3
BALANCE SHEETS		F-4
STATEMENTS OF OPERATIONS		F-5
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)		F-6
STATEMENTS OF CASH FLOWS		F-7
NOTES TO FINANCIAL STATEMENTS		F-8

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Silverton Energy, Inc. (fka Meta Gold, Inc.)

 

We have audited the accompanying balance sheet of Silverton Energy, Inc. (fka Meta Gold, Inc.) ( a development stage company) as of September 30, 2015 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the fiscal year ended September 30, 2015. Silverton Energy, Inc. (fka Meta Gold, Inc.) management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined and consolidated financial statements are free of material misstatement. Silverton Energy, Inc. (fka Meta Gold, Inc.) is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Silverton Energy, Inc. (fka Meta Gold, Inc.) internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

 

We were not engaged to examine management’s assertion about the effectiveness of Silverton Energy, Inc. (fka Meta Gold, Inc.) internal control over financial reporting as of September 30, 2015 included in the accompanying Silverton Energy, Inc. (fka Meta Gold, Inc.) Report and, accordingly, we do not express an opinion thereon.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Silverton Energy, Inc. (fka Meta Gold, Inc.) as of September 30, 2015 and the results of its operations and its cash flows for the fiscal year ended September 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

/s/ Zwick & Banyai, PLLC

Zwick & Banyai, PLLC

 

Southfield, Michigan

 

February 19, 2016

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Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

Silverton Energy, Inc.

(formerly Meta Gold Inc.)

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Silverton Energy , Inc. (formerly Meta Gold Inc.) (A Development Stage “Company”) as of September 30, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flow for the years ended September 30, 2014 and 2013, and for the period from September 21, 2010 (inception) to September 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Silverton Energy Inc. as of September 30, 2014 and 2013, and the result of its operation and its cash flow for the years ended September 30, 2014 and 2013, and for the period from September 21, 2010 (inception) to September 30, 2014 in conformity with U.S. generally accepted accounting principles.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/PLS CPA                        
PLS CPA, A Professional Corp.

 

January 13, 2015

San Diego, CA. 92111

 

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Silverton Energy Inc.
(fka Meta Gold, Inc.)
BALANCE SHEETS
		September 30, 2015				September 30, 2014
ASSETS
CURRENT ASSETS
Cash		$	-			$	11,890
Other current assets			817				1,359
Loan receivable			46,081				23,581
TOTAL CURRENT ASSETS		$	46,898			$	36,830
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	23,221			$	84,106
Accounts payable - Realted Party		$	33,550			$	-
Bank overdraft			266				-
Loan payable			275,000				210,000
Interest payable			17,668				4,317
Loans from related party			26,154				18,654
TOTAL CURRENT LIABILITIES		$	375,859			$	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 September 30, 2015 and at September 30, 2014		$	52,425			$	52,425
Additional Paid in Capital			53,965				(36,035	)
Defecit accumulated during the developmental stage		$	(435,351	)		$	(296,637	)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)		$	(328,961	)		$	(280,247	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)		$	46,898			$	36,830

 

The accompanying notes are an integral part of these financial statements

 

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Silverton Energy Inc.

(fka Meta Gold, Inc.)

STATEMENTS OF OPERATIONS

 

		Fiscal Year ended September 30, 2015				Fiscal Year ended September 30, 2014				Cumulative results from inception(September 21, 2010) to September 30, 2015
REVENUE
Revenues		$	-			$	-			$	-
Total Revenues		$	-			$	-			$	-
EXPENSES
Office and general		$	15,364			$	47,239			$	75,117
Professional Fees			110,500				184,534				343,384
Total Expenses		$	138,714			$	235,773			$	435,351
Interest expense			12,850				4,000				16,850
NET LOSS		$	(138,714	)		$	(235,773	)		$	(435,351	)
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

 

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Silverton Energy Inc.
(fka Meta Gold, Inc.)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (September 21, 2010) to September 30, 2015
														Deficit
														accumulated
		Common Stock								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	)
Conversion of payable to capital											90,000
Net loss for the twelve month ended September 30, 2015															(138,714	)			(138,714	)
Balance, September 30, 2015			52,424,875			$	52,425			$	53,965			$	(435,351	)		$	(418,961	)

 

All shares numbers reflect forward split of 155:1 and reverse split of 1:2.

 

The accompanying notes are an integral part of these financial statements

 

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Silverton Energy Inc.

(fka Meta Gold, Inc.)

STATEMENTS OF CASH FLOWS

 

		Fiscal Year ended September 30, 2015				Fiscal Year ended September 30, 2014				September 21, 2010 (inception date) to September 30, 2015
OPERATING ACTIVITIES
Net loss		$	(138,714	)		$	(235,773	)		$	(435,351	)
Adjustment to reconcile net loss to net cash
used in operating activities
Increase in interest payable			12,850				4,317				17,167
Decrease (increase) in Other current assets			1,042				(1,358	)			(316	)
Increase in accounts payable and accrued expenses			70,166				57,241				154,271
NET CASH (USED IN) OPERATING ACTIVITIES		$	(54,656	)		$	(175,573	)		$	(264,229	)
INVESTING ACTIVITIES
Increase in loan receivable			(22,500	)			(23,581	)			(46,081	)
NET CASH USED BY INVESTING ACTIVITIES			(22,500	)			(23,581	)			(46,081	)
FINANCING ACTIVITIES
Proceeds from sale of common stock			-				-				16,390
Bank overdraft			266				-				266
Proceeds from loan payable			65,000				210,000				275,000
Loans from related party			-				200				18,654
NET CASH PROVIDED BY FINANCING ACTIVITIES		$	65,266			$	210,200			$	310,310
NET INCREASE (DECREASE) IN CASH		$	(11,890	)		$	11,046			$	-
CASH, BEGINNING OF PERIOD			11,890				844				-
CASH, END OF PERIOD		$	-			$	11,890			$	-
Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-
Significant  noncash financing activities:
Conversion of accounts payable to capital contribution.		$	90,000

 

The accompanying notes are an integral part of these financial statements

 

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Silverton Energy Inc.

(fka Meta Gold, Inc.)

 NOTES TO THE FINANCIAL STATEMENTS

 

September 30, 2015

 

NOTE 1 –NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

The Company was incorporated in the State of Nevada as a for-profit Company on September 21, 2010 and established as fiscal year end of September 30. We are a shell company with no current business plan.

 

In March 2013, the Company approved a name change to Meta Gold, Inc. In October 2014, the Company approved a name change to Silverton Energy, Inc.

 

The Company is subject to significant risk relating to its operations and securities. Among the biggest risks is that the Company will be unable to generate revenue, or borrow funds, or sell equity to cover its expenses. If the Company is unable cover its expenses it will eventually be forced to cease operations.

 

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 $328,961 and net loss from operations since inception of $435,351. 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.

 

The Company’s activities are subject to significant risks and uncertainties, including the ability to raise additional funds, if the Company does not locate a source of revenue to cover operating expenses.

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates

 

Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measure using the enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of substantive enactment.

 

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stakeholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

 

Recent Accounting Pronouncements

Pronouncements between September 30, 2015 and the date of this filing are not expected to have a significant impact on our operations, financial position, or cash flow, nor does the Company expects the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows.

 

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short term maturity of the instruments.

 

NOTE 5 - LOAN RECEIVABLE - RELATED PARTY LOANS

 

The Company loaned $46,081 to a shareholder owened company. $10,000 is due on December 1, 2016. The interest is 5% per annum. The company accrued interest of $817 as of September 30, 2015. $36,081 is a demand note without interest.

 

NOTE 6 - LOAN PAYABLE - RELATED PARTY LOANS

 

The Company has received $26,154 as a loan from related parties (shareholder and shareholder owened company) as of September 30, 2015 ($18,654 as of September 30, 2014). The loan is due on demand and without interest.

 

NOTE 7 – RELATED PARTY TRANSACTION

 

The Company entered into a consulting agreement with Dr. Thomas Sawyer, president and director of the Company, on December 1, 2013 for the amount of $15,000 per month. As of June 30, 2015, $90,000 of the outstanding amount was converted into Additional Paid In Capital and $15,000 is outstanding as of September 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.

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NOTE 8 – LOAN PAYABLE

 

The Company entered into loan agreement with Future Gen Holding Ltd. on January 9, 2014. The balance outstanding as at September 30, 2015 is $275,000 ($210,000 as at September 30, 2014). The interest is 5% per annum on the loan. The Company accrued interest of $17,667 as of September 30, 2015.

 

NOTE 9 – 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.

 

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 10 – INCOME TAXES

 

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of September 30, 2014 and 2013 are as follows:

 

All the tax payer's tax returns are open for inspection by governmental bodies.

 

		September 30, 2015				September 30, 2014
Net operating loss carry forward			435,351				296,637
Effective tax rate			35	%			35	%
Deferred tax assets			152,373				103,823
Less: Valuation allowance			(152,373	)			(103,823	)
Net deferred tax asset			0				0

 

The net federal operating loss carry forward will expire between 2032 and 2035. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

 

NOTE 11 - 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 are no events to disclose.

F-10

Table of Contents

 

ITEM 9:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

This Item is not applicable to us.

 

ITEM 9A:

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-15F and 15d-15F, we carried out an evaluation, under the supervision and with the participation of 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, he 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.

 

Management's annual report on internal control over financial reporting

 

Thomas Roger Sawyer, our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

	·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of September 30, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

 

Based on our assessment, our Chief Executive Officer and Chief Financial Officer believe that, as of September 30, 2015, our internal control over financial reporting is not effective based on those criteria, due to the following:

 

	·	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our financial statements.
	·	We do not maintain appropriate cash controls – Due to our very limited staff, including accounting personnel, we lack a proper segregation of functions, duties and responsibilities with respect to our cash process.

 

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal year or quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B:

OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10:

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our directors serve until their respective successors are elected and qualified. Thomas Roger Sawyer has been elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office.

 

The names, addresses, ages and positions of our present sole officer and our directors are set forth below:

 

Name		Position(s)
Thomas Roger Sawyer		President, Secretary, Treasurer, Chief Financial Officer and Chairman of the Board of Directors.

 

Mr. Sawyer has held his position since November 11, 2013. Directors receive no compensation for serving on the Board of Directors. Mr. Sawyer receives no compensation for serving as an officer of the Company.

 

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BIOGRAPHICAL INFORMATION

 

Thomas Roger Sawyer completed his doctorate in biological sciences at the University of Glasgow in 2000 and quickly moved into the corporate world, starting the information technology companies Weather2 Limited and Advance Weather Applications for which he served in the role of Chief Technology Officer. While helping to build and grow these companies, he also began consulting for clients in the logistics industry, providing strategy, technical architecture and business process consultancy for companies including Global Freight Solutions and Nightline. Dr. Sawyer completed an Executive MBA at the University of Cambridge, graduating in 2012, specializing in corporate finance and management science and completed his thesis on the use of data for predictive analytical tools in industry. It was from Cambridge that he was recruited to work for private equity investors providing advice on project due diligence, appraisal, corporate structuring and economic valuation of minerals assets in southern and eastern Africa. After completing the due diligence work on assets and carrying out the initial corporate structuring he was appointed CEO of East African Gold, a gold exploration company headquartered in Mauritius and with extensive exploration licenses in the east African country of Uganda, in late 2011. This company successfully raised capital in excess of USD $4 million and has carried out extensive exploration activities in a large area in a remote region of the country, with up to 100 employees and wide-reaching operations capabilities. Dr. Sawyer has experience of starting and structuring companies, raising capital, IPOs, mergers, setting up joint ventures and corporate strategy. His background in research science allows him to incorporate the technical aspects of the development of minerals projects with his experience in management and corporate finance, allowing this to be build into the overall business strategy and direction. He has been a speaker at international minerals conferences in east Africa. Dr. Sawyer has board experience in a number of industries; for Weather2 and Advanced Weather Applications in the area of information technology and business intelligence; Capro Ltd, an investment advisory and consultancy company specializing in direct investment in African businesses, and, in the minerals industry as Director of each of the East African Gold group companies, East African Mining, (Uganda) East African Gold Ltd (Mauritius) and East African Gold plc (Jersey). Mr. Sawyer is currently a director of Canatbio Pharmaceuticals, Inc.. 

 

SIGNIFICANT EMPLOYEES

 

The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.

 

FAMILY RELATIONS

 

There are no family relationships among our Directors and Officers.

 

INVOLVEMENT IN LEGAL PROCEEDINGS

 

No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

 

No executive Officer or Director of the Company is the subject of any pending legal proceedings.

 

No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

 

ITEM 11:

EXECUTIVE COMPENSATION

 

Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table. Our President and sole director does have a consulting agreement with the Company that he entered into on December1, 2013 for the amount of $15,000 per month. For year ended September 30, 2015, he accrued $180,000 under this Agreement.

 

8

 

Apart from a consulting agreement described below in Item 13, there are no current employment agreements between the Company and its executive officer and director. Our executive officer and directors has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.

 

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company. 

 

ITEM 12:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

As of September 30, 2015 and January 28, 2016, our director, officer and those persons beneficially owning 5% or more of our common stock beneficially owned the following amounts:

 

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)
Common Stock	Thomas Roger Sawyer c/o Silverton Energy, Inc. 297 Kingsbury Grade, Suite 208, Stateline, NV 89449	31,499,875	60%
	All Beneficial Owners as a Group (1 person)	31,499,875	60%

 

(1) based on 52,424,875 shares of common stock outstanding on January 28, 2016 and September 30, 2015 (which takes into account a one for two reverse stock split in December of 2014).

 

ITEM 13:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.

 

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 $180,000 for year ended September 30, 2015.

 

9

 

ITEM 14:

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

On December 14th, 2015, PLS CPA, 4725 MERCURY STREET #210, San Diego, California, was dismissed as our principal independent registered public accounting firm. The audit reports of PLS CPA, dated January 13, 2015 and January 14, 2014, on our financial statements for the past two fiscal years did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each report contained statements indicating there is substantial doubt about our ability to continue as a going-concern. During our two most recent fiscal years and any subsequent interim period up to and including the date of PLS CPA’s dismissal, there have been no disagreements with PLS CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of PLS CPA, would have caused them to make reference thereto in their report on the financial statements for such periods.

 

On December 14th, 2015, we appointed the firm of Zwick & Banyai, PLLC, 20750 Civic Center Drive, Southfield, Michigan, as the principal independent registered public accounting firm of the Company for the fiscal year ending September 30, 2015. During the two most recent fiscal years or subsequent interim period, neither we, nor anyone on our behalf, consulted with Zwick & Banyai, PLLC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor did the entity of Zwick & Banyai, PLLC, provide advice to the Company, either written or oral, that was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during our two most recent fiscal years or subsequent interim period, we have not consulted the entity of Zwick & Banyai, PLLC, on any matter that was the subject of a disagreement or a reportable event.

 

For the fiscal years ended September 30, 2015 and 2014, we incurred approximately $10,000 and $10,000 in fees to PLS CPA for professional services rendered in connection with the audit and review of financial statements.

 

For the fiscal years ended September 30, 2015 and 2014, we incurred approximately $4,100 and $0 in fees to Zwick & Banyai, PLLC for professional services rendered in connection with the audit and review of financial statements for the year ended September 30, 2015 which was incurred subsequent to year end.

 

During the fiscal years ended September 30, 2015 and 2014, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.

 

10

 

PART IV

 

ITEM 15:

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a) Financial Statements

 

		(1)	Financial statements for our company are listed in the index under Item 8 of this document.
		(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b) Exhibits

 

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer and Principal Financial Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer and Principal Financial Officer
101**		Interactive Data File
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

 ________

* Filed herewith.
** Furnished herewith.

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

		SILVERTON ENERGY, INC.
		(Registrant)
Dated: February 24, 2017		/s/ Thomas Roger Sawyer
		Thomas Roger Sawyer
		President, Secretary and Treasurer
		(Principal Executive Officer and Principal Financial Officer)

 

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

 

Dated: February 24, 2017		/s/ Thomas Roger Sawyer
		Thomas Roger Sawyer
		President, Secretary and Treasurer
		(Principal Executive Officer and Principal Financial Officer)

 

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