UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2010
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from _________________ to _________________
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Commission file number 333-153626
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Silverton Adventures, Inc.
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(Exact name of small business issuer as specified in its charter)
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Nevada
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80-5072317
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(State or jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5070 Arville Street, Suite 7
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Las Vegas, Nevada 89118
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(Address of principal executive offices)
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(702) 876-1539
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last report)
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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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “Smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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
TABLE OF CONTENTS
PAGE
PART I — FINANCIAL INFORMATION
3
ITEM 1. FINANCIAL STATEMENTS
3
ITEM 2. MANAGEMENT’S DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND
RESULTS OF OPERATIONS
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PART II — OTHER
INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEMS 3. DEFAULTS UPON SENIOR SECURITIES
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ITEM 5. OTHER INFORMATION
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None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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SIGNATURES
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PART I — FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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Silverton Adventures, Inc.
Balance Sheets
ASSETS
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September 30,
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June 30,
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2010
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2010
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(Unaudited)
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CURRENT ASSETS
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Cash
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$
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2,737
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$
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775
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Accounts receivable, net
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103
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-
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Accounts receivable, related party
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942
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-
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Total Current Assets
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3,782
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775
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PROPERTY AND EQUIPMENT, net
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5,348
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5,879
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TOTAL ASSETS
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$
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9,130
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$
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6,654
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES
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Accounts payable
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$
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52,211
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$
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57,045
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Related party payables
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37,642
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28,590
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Total Current Liabilities
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89,853
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85,635
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STOCKHOLDERS' EQUITY (DEFICIT)
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Preferred stock, 10,000,000 shares authorized
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at par value of $0.001, no shares
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issued and outstanding
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-
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-
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Common stock, 75,000,000 shares authorized at par
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value of $0.001; 10,750,000 and 11,250,000 shares
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issued and outstanding, respectively
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10,750
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11,250
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Additional paid-in capital
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25,250
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24,750
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Accumulated deficit
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(116,723)
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(114,981)
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Total Stockholders' Equity (Deficit)
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(80,723)
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(78,981)
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TOTAL LIABILITIES AND
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STOCKHOLDERS' EQUITY (DEFICIT)
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$
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9,130
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$
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6,654
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The accompanying notes are an integral part of these financial statements.
Silverton Adventures, Inc.
Statements of Operations
(Unaudited)
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For the Three Months Ended
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September 30,
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2010
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2009
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REVENUES
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$
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23,778
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$
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15,746
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COST OF SALES
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5,980
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1,889
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GROSS MARGIN
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17,798
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13,847
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OPERATING EXPENSES
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Depreciation expense
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531
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378
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General and administrative
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1,785
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6,853
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Payroll Expense
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5,854
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18,436
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Professional fees
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11, 370
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740
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Total Operating Expenses
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19,540
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26,405
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LOSS FROM OPERATIONS
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(1,742)
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(12,560)
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Income taxes
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-
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-
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NET LOSS
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$
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(1,742)
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$
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(12,560)
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BASIC AND DILUTED LOSS PER SHARE
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$
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(0.00)
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$
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(0.00)
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WEIGHTED AVERAGE NUMBER
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OF SHARES OUTSTANDING
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10,847,826
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11,062,478
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The accompanying notes are an integral part of these financial statements.
Silverton Adventures, Inc.
Statements of Cash Flows
(Unaudited)
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For the Three Months Ended
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September 30,
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2010
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2009
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(1,742)
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$
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(12,560)
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Adjustments to reconcile net loss to
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net cash used by operating activities:
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Depreciation expense
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531
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378
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Changes to operating assets and liabilities:
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Changes in accounts receivable
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(1,045)
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-
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Changes in customer deposits
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-
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(1,348)
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Changes in accounts payable
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(4,834)
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(5,741)
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Net Cash (Used in ) Provided by Operating Activities
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(7,090)
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(19,271)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase of property and equipment
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-
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-
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Net Cash Used in Operating Activities
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-
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-
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CASH FLOWS FROM FINANCING ACTIVITIES
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Common stock sold for cash
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-
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550
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Proceeds from related party payables
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18,652
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26,337
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Repayments to related party payables
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(9,600)
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(8,063)
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Net Cash Provided by (Used in) Financing Activities
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9,052
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18,824
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NET INCREASE (DECREASE) IN CASH
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1,962
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(447)
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CASH AT BEGINNING OF PERIOD
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775
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7,552
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CASH AT END OF PERIOD
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$
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2,737
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$
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7,105
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SUPPLEMENTAL DISCLOSURES OF
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CASH FLOW INFORMATION
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CASH PAID FOR:
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Interest
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$
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-
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$
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-
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Income Taxes
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$
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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
SILVERTON ADVENTURES, INC.
Notes to Financial Statements
September 30, 2010 and June 30, 2010
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 September 30, 2010, 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 June 30, 2010 audited financial statements. The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
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.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of its financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
SILVERTON ADVENTURES, INC.
Notes to Financial Statements
September 30, 2010 and June 30, 2010
NOTE 4- RELATED PARTY TRANSACTIONS
During the three months ended September 30, 2010, related parties advanced the Company $18,653 and the Company paid back $9,600 for a net of $9,053. These funds are used for the Company’s ongoing operations. At September 30, 2010, the balance due to related parties was $37,642. The amount is unsecured, non-interest bearing and due upon demand.
NOTE 5 – COMMON STOCK
On July 19, 2010 the Company cancelled 500,000 shares of common stock due to non-performance of service.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855, Company management reviewed all material events through the filing or these financial statements and there are no material subsequent events to report.
ITEM 2. MANAGEMENT’S DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF OPERATIONS
This section must be read in conjunction with the unaudited Financial Statements included in this report.
A. Management’s Discussion
Silverton Adventures, Inc. ("SAI" or the "Company"), was originally incorporated in the State of Nevada on May 31, 2006 as Mor Travel, Inc. On December 26, 2007, the Company changed its name to Silverton Adventures, Inc. The Company currently operates under the dba Silverton Print and Mail in Clark County, Nevada. The Company is a development stage company with the principal business objective of providing printing and mailing services to companies nationwide. The Company plans on completing the printing and mailing from its corporate offices depending on the size of the job. In other cases, the Company has developed accounts with wholesale printers who are more equipped to handle large print and mailing orders.
Company Overview
The Company has a principal business objective of providing printing and mailing services to companies nationwide. The Company plans on completing the printing and mailing from its corporate offices depending on the size of the job. In other cases, the Company has developed accounts with wholesale printers who are more equipped to handle large print and mailing orders.
During the three months ended September 30, 2010, the Company generated revenues of $23,778 while incurring $5,980 in cost of sales resulting in a gross margin of $17,798. After deducting $19,540 for total operating expenses resulted in loss from operations of $1,742. The net loss for this period is attributable primarily to the continuing costs of operations (general and administrative expenses) and professional fees.
During the three months ended September 30, 2009, the Company had revenues of $15,746 while incurring $1,899 in cost of sales resulting in a gross margin of $13,847. After deducting $26,407 for total operating expenses resulted in loss from operations of $12,560. The net loss for this period is attributable primarily to the continuing costs of operations (general and administrative expenses) and professional fees.
The Company has lowered its quarterly loss for first quarter, 2010 ended by $10,818 or 86%, as compared to the same quarter last fiscal year. The Company anticipates generating a quarterly profit by the third quarter of fiscal year 2010-011. These improved results, and anticipated profitability during the current fiscal year, is directly related to lowering payroll expense and becoming more efficient with regards to receiving and processing customer orders. This increased productivity is a result of an improved, on demand customer friendly web site whereby the orders are automated which results in better processing of customer orders upon receipt. We anticipate a significant increase in revenues due to the web site upgrade and order processing improvements, the initiation of a social marketing online campaign and a lower operating expense structure.
Additionally, the Company anticipates increased revenues as we become a publicly traded Company on the OTCBB
®
on September 24, 2010 which should provide us with better market awareness of our products and services (OTCBB: SVAD).
By becoming a publicly traded company, we have become aware of the need for printing and mailing services for other public companies and plan to provide this service in the very near future. We wish to introduce a discount (online automated) printing and mailing service to public companies with regards delivery of proxy notices to shareholders, notice of annual meetings, and other required mailings as required of continuous reporting Issuers under the Securities Exchange Act of 1934, as amended. Additionally, the Company plans to eventually market directly to independent stock transfer agencies to provide a low cost, online service for the printing of stock certificate inventories for their clients on a as needed basis and demand basis.
Liquidity and Capital Resources
As of September 30, 2010, the Company had negative working capital of $86,071, which is current assets minus current liabilities. This negative working capital is attributable to monies owed to officers for accrued payments by related parties and the accounts payable. The Company’s current assets as of September 30, 2010 consisted of $2,737 in cash and $1,045 in accounts receivable, consisting of $942 of accounts receivable from a related party and $103 in net accounts receivable.
SAI has limited capital resources from which to operate. Without the realization of either significant cash flow from ongoing revenue or additional capital investment, the Company may not be able to continue without short term loans from its current officer and director. However, the Company’s independent auditors have expressed substantial doubt about the Company's ability to continue as a going concern.
B. Plan of Operation
The Company’s principal business objective of providing low cost, online, on demand, printing and mailing services to companies nationwide. The Company plans on completing the printing and mailing from its corporate offices depending on the size of the job. In other cases, the Company has developed accounts with wholesale printers who are more equipped to handle large print and mailing orders. Our mission is to provide the highest quality print and mail services to our clients.
The Company now operates under the DBA Silverton Print and Mail. Since inception, we have generated consistent revenues and have incurred a cumulative net loss as reflected in the financial statements. The Company has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
Product Development
The Company’s mission is to provide small and large businesses a printing and mailing services of a wide variety of products (See list below). Also, the Company will provide a mailing service which will include Automated Presort and Insert and Address. This service will be primarily for companies that want to save money on postage. Instead of paying $0.42 for a first class letter, Silverton will sort the mail pieces by zip codes saving the customer almost 50% in postage costs.
The following are print and mail services offered by the Company:
• Business Cards
• Carbonless Forms
• Catalogs/Booklets
• Flyers
• Posters
• Graphic Design
• Automated Presort
• Brochures
• Copying
• Envelopes
• Letterhead
• Postcards
• Presentation Folders
• Insert and Address
Marketing
The Company is gearing up to be a direct marketer of printing and mailing to businesses nationwide. The Company will be placing Yellow Page advertisements offering our services under the classification of printers and mailers in major cities throughout the United States. Even though the Company maintains its facility in Las Vegas, Nevada, the Company will ship all orders directly to the customer for a small shipping charge. Additionally, the Company plans to constantly mail postcards throughout the United States to new and upcoming businesses that have been recently approved for a business license.
Proposed New Product and Services
By becoming a publicly traded company during the current quarter, we have become aware of the need for printing and mailing services for other public companies and plan to provide this service in the very near future. We wish to introduce a discount, online printing and mailing service to public companies with regards delivery of proxy notices to shareholders, notice of annual meetings, and other required mailings as required of continuous reporting Issuers under the Securities Exchange Act of 1934, as amended. Additionally, the Company may start to market directly to independent stock transfer agencies to provide a low cost service, online service for the printing of stock certificate inventories for their clients on a as needed basis and demand basis.
ITEM 4. CONTROLS AND PROCEDURES
The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) was evaluated under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective in providing reasonable assurance that the information required to be disclosed in this quarterly report is recorded, processed, summarized and reported within the time period required for the filing of this quarterly report. This is due to inadequate segregation of duties and the lack of an audit committee. The Company has plans to address these material weaknesses in internal controls as resources become available.
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) identified in connection with the evaluation of our internal control performed during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system no matter how well conceived and operated can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of control systems must be considered relative to their cost. As a result of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues of fraud, if any, have been detected.
Based on their most recent review, which was completed within ninety days of the filing of this report, SAI’s Officers have concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by SAI in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to SAI’s management, including its Officers, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no significant changes in SAI’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.
PART II — OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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None.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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None.
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ITEMS 3. DEFAULTS UPON SENIOR SECURITIES
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None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
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ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a)
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Exhibits required by Item 601 of Regulation S-B
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Exhibit No.:
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Description:
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3.1(i)
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Articles of Incorporation and amendments thereto
(1) and (2)
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3.1(ii)
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Bylaws
(1)
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14
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Code of Ethics
(1)
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31.1
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Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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(1)
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Filed with the Securities and Exchange Commission on September 23, 2008 as an exhibit numbered as indicated above, to the Registrant’s registration statement on Form S-1 (file no. 333-153626 which exhibit is incorporated herein by reference.
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(b) Reports on Form 8-K
During the period ended September 30, 2010, SILVERTON ADVENTURES, INC. filed the following Current Reports on Form 8-K:
Date of Report
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Date Filed
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Items Reported
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None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Silverton Adventures, Inc.
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(Registrant)
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Signature
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Title
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Date
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/s/ Sarit Mor
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President, CEO, Treasurer, and Director
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November 15, 2010
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Sarit Mor
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/s/ Sarit Mor
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Secretary
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November 15, 2010
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Sarit Mor
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/s/ Sarit Mor
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Principal Financial Officer
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November 15, 2010
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Sarit Mor
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/s/ Sarit Mor
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Principal Accounting Officer
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November 15, 2010
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Sarit Mor
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