10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
[  ]		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 333-153626
Silverton Adventures, Inc.
(Exact name of small business issuer as specified in its charter)
	Nevada		80-5072317
	(State or jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		5070 Arville Street, Suite 7
		Las Vegas, Nevada 89118
(Address of principal executive offices)
(702) 876-1539
(Issuer's telephone number)
	(Former name, former address and former fiscal year, if changed since last report)

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

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TABLE OF CONTENTS

PAGE

PART I — FINANCIAL INFORMATION

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ITEM 1. FINANCIAL STATEMENTS

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ITEM 2. MANAGEMENT’S DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF OPERATIONS  8

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

ITEM 1. FINANCIAL STATEMENTS

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Silverton Adventures, Inc.

Consolidated Balance Sheets

ASSETS
			September 30,		June 30,
			2011		2011
			(Unaudited)
CURRENT ASSETS
	Cash		$	1,202	$	4,943
	Trade account receivable, net			81,582		64,003
	Prepaid royalties			11,752		5,032
	Accounts receivable, related party			39,989		14,221
		Total Current Assets		134,525		88,199
PROPERTY AND EQUIPMENT, net				80,255		63,398
		TOTAL ASSETS	$	214,780	$	151,597
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable and accrued liabilities		$	166,634	$	145,579
	Bank overdraft			9,068		-
	Royalties payable			10,724		24,708
		Total Current Liabilities		186,426		170,287
LONG TERM LIABILITIES
	Convertible note payable			10,000		-
		Total Liabilities		196,426		170,287
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock, 10,000,000 shares authorized
	at par value of $0.001, no shares
	issued and outstanding			-		-
	Common stock, 75,000,000 shares authorized at par
	value of $0.001; 17,800,000 shares
	issued and outstanding, respectively			17,800		17,800
	Additional paid-in capital			79,536		79,536
	Accumulated deficit			(78,982)		(116,026)
		Total Stockholders' Equity (Deficit)		18,354		(18,690)
		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	214,780	$	151,597

The accompanying notes are an integral part of these financial statements.

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Silverton Adventures, Inc.

Consolidated Statements of Operations

(unaudited)

			For the Three Months Ended
			September 30,
			2011			2010
SALES INCOME			$	76,624	$	23,778
ROYALTY INCOME				88,908		-
TOTAL REVENUE				165,532		23,778
COST OF SALES				52,619		5,980
GROSS MARGIN				112,913		17,798
OPERATING EXPENSES
	Depreciation expense			4,802		531
	General and administrative			33,065		1,785
	Payroll expense			32,424		5,854
	Professional fees			24,299		11,370
	Royalty expense			2,917		-
		Total Operating Expenses		97,507		19,540
LOSS FROM OPERATIONS				15,406		(1,742)
OTHER INCOME (EXPENSES)
Interest Expense				(168)		-
Gain on settlement of debt				21,806		-
Total other income (expenses)				21,638		-
LOSS BEFORE TAXES				37,044		(1,742)
	Income taxes			-		-
NET INCOME (LOSS)			$	37,044	$	(1,742)
BASIC AND DILUTED LOSS PER SHARE			$	0.00	$	(0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING				17,800,000		10,847,826

The accompanying notes are an integral part of these financial statements.

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Silverton Adventures, Inc.

Consolidated Statements of Cash Flows

(unaudited)

				For the Three Months Ended
				September 30,
				2011		2010
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)			$	37,044	$	(1,742)
	Adjustments to reconcile net loss to
	net cash used by operating activities:
		Depreciation expense			4,802		531
		Expenses paid for on behalf of Company by a related party			(4,009)		-
	Changes to operating assets and liabilities:
		Changes in accounts receivable			(17,579)		(1,045)
		Changes in prepaid royalties			(6,720)		-
		Changes in accounts payable and accrued liabilities			3,768		(4,834)
		Changes in royalties payable			(13,984)		-
			Net Cash Provided by (Used in ) Operating Activities		3,322		(7,090)
CASH FLOWS FROM INVESTING ACTIVITIES
		Purchase of property and equipment			(4,372)		-
			Net Cash Used in Investing Activities		(4,372)		-
CASH FLOWS FROM FINANCING ACTIVITIES
		Proceeds from notes payable			10,000		-
		Proceeds from related party payables			16,205		18,652
		Repayments to related party payables			(37,964)		(9,600)
		Change in cash overdrafts			9,068		-
			Net Cash (Used in) Provided by Financing Activities		(2,691)		9,052
		NET INCREASE (DECREASE) IN CASH			(3,741)		1,962
		CASH AT BEGINNING OF PERIOD			4,943		775
		CASH AT END OF PERIOD		$	1,202	$	2,737
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	168	$	-
		Income Taxes		$	-	$	-
	NON CASH FINANCING ACTIVITIES:			$	-	$	-

The accompanying notes are an integral part of these financial statements.

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SILVERTON ADVENTURES, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011

(unaudited)

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated 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, 2011, 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, 2011 audited financial statements.  The results of operations for the periods ended September 30, 2011 and 2010 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.

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SILVERTON ADVENTURES, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011

(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES  (Continued)

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.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of the period ended September 30, 2011, the Company has an outstanding receivable from an officer of the Company in the amount of $39,989.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On July 20, 2011, the Company entered into a convertible note payable in the amount of $10,000.  The not bears interest at 8.5 percent and has a maturity date of July 20, 2014.  The creditor has the option at any time to convert the principal and any accrued interest into common stock of the Company according to the following stock prices: year one, $0.75 per share; year two, $1.00 per share; and year three, $1.25 per share.  

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.

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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. (“Mor”). On December 26, 2007, the Company changed its name to Silverton Adventures, Inc.

The Company recently formed a new wholly owned subsidiary named Silverton Printing, Inc. (“Silverton Printing”) whereby it operates its original printing and mailing services to companies nationwide. On December 30, 2010, the Company acquired 100% of the outstanding common stock of Worldwide Media Organization, Inc. making it a wholly owned subsidiary (“Worldwide Media”). Worldwide Media is a marketing, production and distribution company with its principal business objective being the production, acquisition (through exclusive licensing arrangements with independent producers worldwide), sale and distribution of special interest, family oriented, inspirational and children’s DVDs and programs. Video distribution is made by a non-theatrical home video retailer, catalog, mass-merchant and rack-jobber markets (including specialty markets such as gift and museum shops, premium and direct response markets). WMO also licenses to the television broadcast markets, as well as the educational, school and public library markets, both nationally and worldwide.  This distribution includes emerging venues such as digital downloads via Internet, video-on-demand (VOD) and download streaming on various platforms, among others.

Company Overview

The Company operates two wholly owned subsidiaries. Through Silverton Printing, the Company has a principal business objective of providing printing and mailing services to companies nationwide. Through Worldwide Media, the Company has a principal business objective of the production, acquisition (through exclusive licensing arrangements with independent producers worldwide), sale and distribution of special interest, family oriented, inspirational and children’s DVDs and programs.

During the three months ended September 30, 2011, the Company generated revenues of $165,532 while incurring $52,619 in cost of sales resulting in a gross margin of $112,913. After deducting $97,507 for total operating expenses resulted in income from operations of $15,406. This is our first quarter of profitable operations. The net income for this period is attributable primarily to the continuing our marketing plan of directly distributing our products among major distributors in the educational video market thereby decreasing our cost of sales significantly.

During the three months ended September 30, 2010, the Company 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.

We had our first profitable quarter ever as of September 30, 2011 and total revenue of $165,532 was almost seven times more than the same quarter of 2010.  Additionally, our gross margin of $112,913 was over six times more than the same quarter of last year.  The Company is growing at a rapid pace and

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expects to end the fiscal year 2012 with between $750,000 and $1,000,000 in total revenue based upon the pace of the total revenues during this first quarter, 2011.  While our total revenue increased by almost seven times, our total operating expenses increased by only five times what they were in the same quarter in 2010.  So increased revenue with lower costs resulted in improved results for first quarter ended 2011 as compared to first quarter 2010. We also realized a gain on settlement of debt of $21,806 resulting in a net income of $37,044 for the quarter compared to a net loss of $1,742 for the prior year.

We are beginning to show signs that its change in operations (along with the acquisition of Worldwide Media Organization, Inc. on December 31, 2010) is resulting in our starting to become cash flow positive.  

We have changed its method of marketing our products in both subsidiaries.  

Worldwide Media Organization, Inc. (“WMA”) started marketing its products directly to retailers through major distributors thus lowering its cost of marketing while at the same time increasing its sales.  This has resulted in the third quarter of 2011 being the first quarter whereby the Company has been cash flow positive.  In the future, WMA plans on raising capital in order to increase their DVD products through self productions and acquisition of DVD catalogs.  We anticipate WMA will continue to increase its revenue stream each quarter as we increase the titles available to our distributors.

Silverton Printing, Inc. has changed the printing services it provides and has focused on marketing to clients low run color jobs, high volume black and white printing, brochures, convention related booklets, and related printing.  We have also started to be more aggressive in our marketing efforts nationwide.

Liquidity and Capital Resources

As of September 30, 2011, the Company had negative working capital of $51,901, which is current assets minus current liabilities.  This negative working capital is attributable to monies owed accounts payable and accrued liabilities. The Company’s current assets as of September 30, 2011 consisted of $1,202 in cash, $39,989 in accounts receivables from a related party, $11,752 in prepaid royalties, and $81,582 in trade account receivable, net.

We have limited capital resources from which to operate.  Without the realization of either significant cash flow from ongoing revenue or additional capital investment, we may not be able to continue without short term loans from its current officer and director.  Additionally, our independent auditors have expressed substantial doubt about the Company's ability to continue as a going concern.

B.

Plan of Operation

The Company operates two wholly owned subsidiaries. Through Silverton Printing, the Company has a principal business objective of providing printing and mailing services to companies nationwide. Through Worldwide Media, the Company has a principal business objective of the production, acquisition (through exclusive licensing arrangements with independent producers worldwide), sale and distribution of special interest, family oriented, inspirational and children’s DVDs and programs.

SILVERTON PRINTING, INC.

Business Segment Summary

Silverton Printing 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

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offices depending on the size of the job. In other cases, the Company hasdeveloped accounts with wholesale printers who are more equipped to handle large print and mailing orders. Our mission is to providethe highest quality print and mail services to our clients.

Since inception, we have generated consistent revenues and have incurred a cumulative net loss as reflected in the financialstatements. The Company has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone anymaterial reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course ofbusiness.

Product Development

Silverton Printing’s mission is to provide small and large businesses a printing and mailing services of a wide variety of products (See listbelow). Also, the Company will provide a mailing service which will include Automated Presort and Insert and Address. This servicewill be primarily for companies that want to save money on postage. Instead of paying $0.42 for a first class letter, Silverton will sortthe 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

Silverton Printing is gearing up to be a direct marketer of printing and mailing to businesses nationwide. The Company will be placingYellow Page advertisements offering our services under the classification of printers and mailers in major cities throughout the UnitedStates. Even though the Company maintains its facility in Las Vegas, Nevada, the Company will ship all orders directly to thecustomer for a small shipping charge. Additionally, the Company plans to constantly mail postcards throughout the United States tonew and upcoming businesses that have been recently approved for a business license.

WORLDWIDE MEDIA ORGANIZATION, INC.

Business Segment Summary

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Worldwide Media is a marketing, production and distribution company with its principal business objective being the production, acquisition (through exclusive licensing arrangements with independent producers worldwide), sale and distribution of special interest, family oriented, inspirational and children’s DVDs and programs.  Distribution is made into the non-theatrical home video retailer, catalog, mass-merchant and rack-jobber markets (including specialty markets such as gift and museum shops, premium and direct response markets). Worldwide Media also licenses to the television broadcast markets, as well as the educational, school and public library markets, both nationally and worldwide.  This distribution includes emerging venues such as digital downloads via Internet, video-on-demand (VOD) and download streaming on various platforms, among others.

Product Development

There are two key product development strategies for general market sale and distribution that Worldwide Media is involved in; inexpensive, but high quality and high-perceived value productions and, strategic partnership exclusive acquisition of other quality programs from outside producers.

First, Worldwide Media has established relationships with talented, highly experienced producers, writers and editors that contract with Worldwide Media to produce low-cost but high quality productions that are suitable for sale into Worldwide Media’s market niches.  One strategy Worldwide Media has developed in this regard is what is called in the industry “theatrical drafting” wherein smaller independent producers under contract with Worldwide Media create low budget, ancillary and parallel programs that tie into subjects and/or events dealing with current major theatrical releases, thereby taking advantage of the consumer interest and “buzz” caused by the multi-million dollar budget advertising campaigns major studios spend to successfully market their big-budget films, by tapping into this interest without the enormous financial expenditures associated in creating this “Buzz”, hence “drafting” in the studios wake.  This was done with Worldwide Media’s production of The Extraordinary Life of Amelia Earhart (following the Hillary Swank biopic, “Amelia”), The Mystery of Sherlock Holmes (following the Robert Downey blockbuster “Sherlock Holmes”) and the upcoming The True Legend of Robin Hood (in anticipation of the big budget 3D release of Russell Crowe’s “Robin Hood” later this year).  Worldwide Media is continually researching the upcoming film release announcements to anticipate these various potential hits.  Along with this, Worldwide Media is continually producing timely biographies and documentaries that would have interest in both the general consumer market, as well as the educational markets, including recent productions dealing with Great Women Leaders In World History, The Life of Albert Einstein, Famous Explorers, Joan of Arc (upcoming), the Korean War (upcoming) and a documentary on the life of, and conquest of Everest by, Sir Edmund Hillary (in anticipation of an upcoming feature film starring Liam Neeson, about the mysterious death and controversy surrounding George Mallory, who supposedly summited Everest 30 years before Hillary’s attempt.).

Secondly, Worldwide Media is also strategically acquiring various films, programs and series that meet its market niches.  There is a vast source of quality programming produced by numerous independent producers worldwide, that simply do not have the resources, nor ability, to distribute their product and profitably into the market.  Worldwide Media negotiates distribution contracts with these producers for the distribution of their programs in niche markets, often with little or no advance monies paid up front, providing instead the producers royalties on actual per unit sales.  This is a favorable situation for both Worldwide Media (in providing the marketplace with a steady stream of finished quality programs at virtually no upfront costs, other than package design, that are fresh and appealing to the markets that Worldwide Media services), and to the producer (in that, they now have an effective distribution partner, allowing them to continue producing quality programming, while realizing a steady stream of royalty revenue from their productions).  A good example of this is Worldwide Media’s recent acquisition of a

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series of entertaining inspirational feature films with a leading Christian producer, Eternal Pictures; and the imminent agreement with one of the industry’s leading independent family friendly production companies, Grizzly Adams Productions, Inc.  These are but two examples.  There are numerous others either consummated or in-negotiation.  To better effect this critical growth strategy, and in conjunction with e-mail and direct mail solicitations for programs, Worldwide Media also attends several key international film conventions throughout the year featuring independent producers, and is bringing unique, family friendly, inspirational and educational programs to the market from these sources.

Marketing and Industry Analysis

Market research and analysis reveals that the population is gradually becoming older, thereby more conservative, with the aging of the baby boom generation.  With the increase in recreational and discretionary time that this maturing generation will have, along with their greater flexible spending ability, all indications point to even greater desire by the consumer for more family-friendly and special quality programming that is inexpensive and can be enjoyed by a wide demographic in society.  History has shown time and time again that G/PG and family films consistently do well at the box office both in audience attendance and revenue.  Furthermore, this programming has excellent “shelf life” in that these are generally films people want to watch over and over again, thereby driving greater sales (versus rental) of these types of DVD’s for home DVD collections.  Children’s programming in general can do particularly well. Another area that can do well, is the special interest niche market, such as travel, history, military, art, biography, and of course, wildlife and nature programming….all genres that have unique and devoted viewers and collectors served by different catalogs, specialty stores, retail chains and internet sites.  Worldwide Media’s product mix, both through acquisition and production, is specifically targeted for these markets…in content, packaging and retail pricing.

Worldwide Media has also pursued the inspirational DVD market, which is a vastly underserved market.  Surveys consistently show that over 85% of the population defines itself as spiritual in some way.  The usual Hollywood market has simply not addressed that market; which is numerous and broad-based, best described as mid-America having traditional family values, and highly desirous of programming that reflects those values.  Reasons for this lack of product content through traditional DVD venues may reside in the industry’s lack of understanding, or perhaps dismissiveness in general, of the potential of the market.  Worldwide Media is positioned to serve that market with general quality light inspirational programming provided through the traditional home video distribution venues consumers generally frequent (such as home catalogs, retail stores and mass-merchants, warehouse chains), and feels that Worldwide Media can become a leading brand and label for that market.  Furthermore, current management has extensive experience in servicing that market niche through previous business affiliations, thereby further solidifying understanding the needs of that market and how best to serve it with proper content.

Worldwide Media management also has extensive experience in creating high-perceived value combo, specialty DVD packs for price conscious consumers, thereby serving the mass market, all the while maintain maximum gross and net profit margins.  These “collection sets” are very popular in the sell-thru, versus rent-thru, markets, which relates back directly to Worldwide Media’s business model.

Worldwide Media is becoming an established brand in the educational, public library and home-school markets.  The principles have over 25 years experience in servicing the needs of that particular market, with quality documentary, special interest and educational programs suited for the K-12 grade levels.  Education is a consistent priority in terms of funding and curriculum quality on the local, state and federal levels.  There is a constant need in the market for relevant and new programming to meet those

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requirements.  Worldwide Media is uniquely positioned in that regard, having relationships with hundreds of independent producers worldwide that have relevant quality content for the educational market, but lack the means to distribute it on a wide scale.  Worldwide Media has the distribution means in place either directly through direct solicitation or through strategic relationships with several of the top wholesalers and re-sellers into the educational/library markets.  Worldwide Media has also entered into strategic alliances with several companies in providing educational programming for on-line streaming and closed circuit broadcast into digital libraries serving schools and libraries throughout North America, a technology growing exponentially.

Growth Strategy of the Company

The home video/DVD/educational markets are broad, complex and fragmented into different distribution channels and niches: retail, mass merchants (box stores), catalog, internet, resellers that purchase from wholesalers and producers, specialty chains and stores (gift stores, museum shops, airport stores, etc.), and, of course, individual consumers served directly by web advertising, schools, libraries, and school districts, among others.  The time required establishing profitable relationships with these various venues and buyers directly can be both time consuming and capital intensive, in terms of direct face-to-face meetings, attending trade shows and constantly forwarding market material and press releases to generate interest in particular programs and films.  Worldwide Media’s management has made a strategic decision that, rather than expending the time, energy and resources in cultivating those markets, Worldwide Media’s business interests and growth strategies are better served by leveraging key relationships with a handful of well-established, well respected and aggressive sub-distributors, resellers and sub-licensors that have established, personal and solid vendor relationships and established SKU’s and vendor accounts with all of the key players and buyers in these various market niches and accounts.  By maintaining above average gross margins in the discount pricing provided to these resellers, Worldwide Media is able to penetrate the market more quickly, efficiently, cost effectively and deeply with its programs without the expenditures of time and resources noted above.  Examples of some of the key relationships are listed below:

Allegro Media Group - a direct premium independent distributor into the retail home video music CD’s, and digital content market with over 25 years in representing a handful of labels into the general retail market and over 400 direct vendor/buyer account relationships; including but not limited to, Walmart, Target, Sams Clubs, Anderson Merchandising, Costco, Amazon, Netflix, Barnes & Noble, Baker & Taylor, Ingram (serving over 5,000 individual stores), Best Buy, Critics Choice, Movies Unlimited, AAFES (Navy PX’s), Eurpac (military PX’s worldwide), Waxworks, Library Video, Midwest Tape, Blockbuster, Borders, VPD, etc. (complete account list available).

Total Content – a sub-licensor dealing with top catalogers with 20+ years experience; including, but not limited to:  Publishers Clearing House, Readers Digest, Avon, Carol Wright, Johnson Smith, Colombia House, Miles Kimball, Christian Book Distributors (serving over 25 million home schoolers), Discovery Catalog, Guideposts, Doubleday Direct, Harriet Carter, Wireless, Taylor Gifts, etc. (complete account list available).

Echo Bridge – sub licensor with proprietary displays and end caps in a large number of grocery, retail, drugstores chains, mass merchants, specializing in very high volume (“tonnage”) discount videos/DVD sales for the consumer mass market; including, but not limited to Walmart, Safeway, a number of Midwest grocery chains and hardware/drug store chains, specialty catalogs, etc.  Echo Bridge is very focused and selective in product acquisition; and, when distributing, can generally move in excess of

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several thousand units per title.  Echo Bridge has licensed six family films from Worldwide Media and is considering a number of others.

Cerebellum – market’s leading distributor for educational media with 15+ years experience serving all major distributors and resellers into the educational, K-12, university, and public library markets; including but not limited to, Follett, Library Video, Barnes Noble, Christian Book Distributors (educational division), Brodarts, Midwest Tapes,  Mackin Distributors, Quality Books, Scholastic Media, Discovery, AIM, Learn 360 (digital downstreaming into individual classrooms nationwide), etc. (complete account list available).

John McClean Media – major distributor and licensor into the international television and DVD markets, with over 20 years experience and relationships cultivated with all major players in all broadcast and media markets worldwide.  Worldwide Media has entered into an exclusive licensing arrangement to have JMM represent all current, and future, productions into this sizable and very lucrative market.  Our current mix includes five of Worldwide Media’s productions, with a commitment for acquiring licensing rights to an additional twelve to thirteen productions, along with future productions still in developmental phase.

In addition to the above relationships, Worldwide Media has signed distribution agreements with major players in specialty markets, including:

Starcrest Catalog – major specialty catalog with mailings to over 26 million homes 4 to 6 times a year.  This brand is popular with buyers of family/special interest programs.

5min Media – an innovative 5 year-old company in the business as internet content provider that has established contracts with all major search engines whereby millions of users are directed to informational and themed streaming videos, based on their queries on-line, and whereby Worldwide Media is then paid a royalty for each “hit” on line.  Additionally links on the site are provided to drive the user directly to Worldwide Media’s various websites, leading to further consumer direct sales.

To control outside costs with key vendors, Worldwide Media has entered into relationships with large, fully licensed and industry professional duplication/replication companies to manufacture, assemble, shrinkwrap and ship its DVD programs:  CDI Media in Salt Lake City, Utah and VEA Associates in Irvine, CA.  Worldwide Media has negotiated very favorable most-favored-nation pricing for its manufacturing and shipping needs.  Worldwide Media is negotiating with a third lab, RLX Media, in Coral Gables, FL. as well; in order to cover all US retail and catalog drop-ship locations in the most cost effective way possible.

Competitor Analysis

Direct competition for Worldwide Media is hard to pinpoint and fragmented.  Worldwide Media’s management feels it is in a superior position to affectively seize market share in its niche over and above its competitors, due to Worldwide Media’s unique business paradigm and diversification into a number of distribution venues; its ability to leverage relationships in a highly favorable and profitable way with both independent production companies and major distributors in the industry; its control of overhead by having key production and marketing support elements in-house, including the ability to produce and edit high quality programs for very low cost, and print and reconfigure all packaging and ancillary marketing material quickly;

15

a warehouse and duplication capabilities in house to handle smaller incremental orders for product; and finally, and perhaps most importantly, extensive experience in the industry on a senior management and sales.

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.

16

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEMS 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits required by Item 601 of Regulation S-B

Exhibit No.:	Description:
3.1(i)	Articles of Incorporation and amendments thereto (1) and (2)
3.1(ii)	Bylaws (1)
14	Code of Ethics (1)
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002
101	Interactive Data File(2)

(1)

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.

(2)

In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

17

 (b) Reports on Form 8-K

During the period ended September 30, 2011, SILVERTON ADVENTURES, INC. filed the following Current Reports on Form 8-K:

Date of Report	Date Filed	Items Reported
None

18

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.
(Registrant)
Signature	Title	Date
/s/ Ron Miller	President, CEO, Treasurer, and Director	November 21, 2010
Ron Miller
/s/ Ron Miller	Secretary	November 21, 2010
Ron Miller
/s/ Ron Miller	Principal Financial Officer	November 21, 2010
Ron Miller
/s/ Ron Miller	Principal Accounting Officer	November 21, 2010
Ron Miller

19

EX-31

EXHIBIT 31.1

CERTIFICATION

SARBANES-OXLEY ACT OF 2002

I, Ron Miller as President and CEO, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Silverton Adventures, Inc. for period then ended September 30, 2011;

2.

Based on my knowledge, 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, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by       others within those entities, particularly during the period in which this report is being prepared;

(b)

evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control financial reporting;

5.

The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:

November 21, 2011

By:

/s/ Ron Miller

Ron Miller, President & CEO

EX-31

EXHIBIT 31.2

CERTIFICATION

I, Sarit Mor as Secretary and Treasurer (CFO), certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Silverton Adventures, Inc. for period then ended September 30, 2011;

2.

Based on my knowledge, 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, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by       others within those entities, particularly during the period in which this report is being prepared;

(b)

evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control financial reporting;

5.

 The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:

November 21, 2011

By:  /s/ Sarit Mor

Sarit Mor, Secretary and Treasurer (CFO)

EX-32

EXHIBIT 32.1

EXHIBIT 99

Certification Pursuant to Title 18, United States Code, Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report of Silverton Adventures, Inc. ("SAI") on Form 10-Q for the three-month period ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ron Miller, President and Chief Executive Officer of SAI, and I, Ron Miller, Principal Financial Officer of SAI, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SAI.

Date: November 21, 2011

/s/ Ron Miller

Ron Miller

President and Chief Executive Officer

Date: November 21, 2011

/s/ Ron Miller

Ron Miller

Principal Financial Officer

XML

Subsequent Events

3 Months Ended

Sep. 30, 2011

Subsequent Events

Subsequent Events [Text Block]

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.

XML

Commitment and Contingencies

3 Months Ended

Sep. 30, 2011

Commitment and Contingencies

Commitments and Contingencies Disclosure [Text Block]

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On July 20, 2011, the Company entered into a convertible note payable in the amount of $10,000.  The not bears interest at 8.5 percent and has a maturity date of July 20, 2014.  The creditor has the option at any time to convert the principal and any accrued interest into common stock of the Company according to the following stock prices: year one, $0.75 per share; year two, $1.00 per share; and year three, $1.25 per share. 

XML

Consolidated Balance Sheets (USD $)	Sep. 30, 2011	Jun. 30, 2011
Cash	$ 1,202.00	$ 4,943.00
Trade account receivable, net	81,582.00	64,003.00
Prepaid royalties	11,752.00	5,032.00
Accounts receivable, related party	39,989.00	14,221.00
Total Current Assets	134,525.00	88,199.00
PROPERTY AND EQUIPMENT, net	80,255.00	63,398.00
TOTAL ASSETS	214,780.00	151,597.00
Accounts payable and accrued liabilities	166,634.00	145,579.00
Bank overdraft	9,068.00
Royalties payable	10,724.00	24,708.00
Total Current Liabilities	186,426.00	170,287.00
Convertible note payable	10,000.00
Total Liabilities	196,426.00	170,287.00
Common stock, 75,000,000 shares authorized at par value of $0.001; 17,800,000 shares issued and outstanding, respectively	17,800.00	17,800.00
Additional paid-in capital	79,536.00	79,536.00
Accumulated deficit	(78,982.00)	(116,026.00)
Total Stockholders' Equity (Deficit)	18,354.00	(18,690.00)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 214,780.00	$ 151,597.00

XML

Accounting Policies

3 Months Ended

Sep. 30, 2011

Accounting Policies

Significant Accounting Policies [Text Block]

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.

XML

Payables and Accruals

3 Months Ended

Sep. 30, 2011

Payables and Accruals

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 4 - RELATED PARTY TRANSACTIONS

As of the period ended September 30, 2011, the Company has an outstanding receivable from an officer of the Company in the amount of $39,989.

XML

Consolidated Statements of Income (USD $)	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
SALES INCOME	$ 76,624	$ 23,778
ROYALTY INCOME	88,908
TOTAL REVENUE	165,532	23,778
COST OF SALES	52,619	5,980
GROSS MARGIN	112,913	17,798
Depreciation expense	4,802	531
General and administrative	33,065	1,785
Payroll expense	32,424	5,854
Professional fees	24,299	11,370
Royalty expense	2,917
Total Operating Expenses	97,507	19,540
LOSS FROM OPERATIONS	15,406	(1,742)
Interest Expense	(168)
Gain on settlement of debt	21,806
Total other income (expenses)	21,638
LOSS BEFORE TAXES	37,044	(1,742)
NET INCOME	$ 37,044	$ (1,742)
BASIC AND DILUTED LOSS PER SHARE	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	17,800,000	10,847,826

XML

Document and Entity Information (USD $)	3 Months Ended
	Sep. 30, 2011
Document and Entity Information
Entity Registrant Name	Silverton Adventures, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001419122
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding	17,800,000
Entity Public Float	$ 17,800,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Net income (loss)	$ 37,044.00	$ (1,742.00)
Depreciation expense	4,802	531
Expenses paid for on behalf of Company by a related party	(4,009.00)
Changes in accounts receivable	(17,579.00)	(1,045.00)
Changes in prepaid royalties	(6,720.00)
Changes in accounts payable and accrued liabilities	3,768.00	(4,834.00)
Changes in royalties payable	(13,984.00)
Net Cash Provided by (Used in ) Operating Activities	3,322.00	(7,090.00)
Purchase of property and equipment	(4,372.00)
Net Cash Used in Investing Activities	(4,372.00)
Proceeds from notes payable	10,000.00
Proceeds from related party payables	16,205.00	18,652.00
Repayments to related party payables	(37,964.00)	(9,600.00)
Change in cash overdrafts	9,068.00
Net Cash (Used in) Provided by Financing Activities	(2,691.00)	9,052.00
NET INCREASE (DECREASE) IN CASH	(3,741.00)	1,962.00
CASH AT BEGINNING OF PERIOD	4,943.00	775.00
CASH AT END OF PERIOD	1,202.00	2,737.00
Interest	$ 168.00

XML

Organization, Consolidation and Presentation of Financial Statements

3 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Basis of Accounting [Text Block]

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated 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, 2011, 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, 2011 audited financial statements.  The results of operations for the periods ended September 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

Going Concern Note

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.