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INCEPTION MINING INC. - Quarter Report: 2010 January (Form 10-Q)

f20f0310ex4vii_djsp.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended January 31, 2010
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____ to _____.
 
Commission File No. 333-147056
 
 SILVER AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
(f/k/a The Golf Alliance Corporation)
 
Nevada
 
35-2302128
(State or Other Jurisdiction
Of Incorporation or Organization)
 
(I.R.S. Employer Identification
Number)
     
10775 Double R Boulevard, Reno, NV
 
89521
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code 775-682-4313

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o
 
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-3 of the Exchange Act.  (Check one):

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes x     No o

As of March 15, 2010, there were 85,000,000 outstanding shares of the registrant’s common stock.
 
 
 

 
 
SILVER AMERICA, INC.

FORM 10-Q INDEX

   
Page Number
     
PART I – FINANCIAL INFORMATION  
   
Item 1. 
Financial Statements
 2
 
Condensed Balance Sheets as of January 31, 2010 (Unaudited) and July  31, 2009
3
 
Condensed Statements of Operations for the Three Months and Six Months Ended January 31, 2010 and January 31, 2009 and for the period from July 2, 2007 (Inception) to January 31, 2010 (Unaudited)
4
 
Condensed Statements of Stockholders' Deficiency for the period from July 2, 2007 (Inception) to January 31, 2010 (Unaudited)
5
 
Condensed Statements of Cash Flows for the Six Months Ended January 31, 2010 and January 31, 2009 and for the period from July 2, 2007(Inception) to January 31, 2010 (Unaudited)
6
 
Notes to Interim Condensed Financial Statements (Unaudited)
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  13
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  15
Item 4T.
Controls and Procedures
  15
     
PART II – OTHER INFORMATION  
   
Item 1.  
Legal Proceedings
  16
Item 1A. 
Risk Factors
  16
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
  16
Item 3.
Defaults Upon Senior Securities
  16
Item 4.  
Submission of Matters to a Vote of Security Holders
  16
Item 5. 
Other Information
  16
Item 6. 
Exhibits
  16
Signature Page   17
 
 
2

 
 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements
 
Silver America Inc. (F/K/A The Golf Alliance Corporation)
(A Development Stage Company)
Condensed Balance Sheets
 
ASSETS  
             
   
January 31, 2010
   
July 31, 2009
 
   
(Unaudited)
       
Current Assets
           
    Cash
  $ 21     $ 4,611  
Total Assets
  $ 21     $ 4,611  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                 
Current Liabilities
               
Accounts Payable and accrued expenses
  $ 1,200     $ 1,260  
    Loans payable - related party
    24,283       17,400  
Total  Liabilities
    25,483       18,660  
                 
                 
Stockholders' Deficiency
               
    Preferred stock, $0.00001 par value; 10,000,000 shares authorized, none issued and outstanding
           
                 
    Common stock, $0.00001 par value; 500,000,000 shares authorized, 290,000,000 and 290,000,000 issued and
    outstanding, respectively
    2,900       2,900  
    Additional paid-in capital
    93,513       90,006  
    Deficit accumulated during the development stage
    (121,875 )     (106,955 )
                 
Total Stockholders' Deficiency
    (25,462 )     (14,049 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 21     $ 4,611  
 
See accompanying notes to condensed unaudited financial statements
 
 
3

 
 
Silver America Inc. (F/K/A The Golf Alliance Corporation)
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)
 
 
               
For the Period
 
   
For the Three Months Ended
   
For the Six Months Ended
   
From July 2, 2007 (Inception) to
 
   
January 31, 2010
   
January 31, 2009
   
January 31, 2010
   
January 31, 2009
   
January 31, 2010
 
Operating Expenses
                             
Professional fees
  $ 2,912     $ 2,823     $ 8,870     $ 9,861     $ 80,331  
General and administrative
    2,408       4,965       5,423       9,849       40,601  
Total Operating Expenses
    5,320       7,788       14,293       19,710       120,932  
                                         
Loss from Operations
    (5,320 )     (7,788 )     (14,293 )     (19,710 )     (120,932 )
                                         
Other Expenses
                                       
Interest Expense
    (364 )     -       (627 )     -       (943 )
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (5,684 )     (7,788 )     (14,920 )     (19,710 )     (121,875 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (5,684 )   $ (7,788 )   $ (14,920 )   $ (19,710 )   $ (121,875 )
                                         
Net Loss Per Share  - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted average number of shares outstanding
                                       
  during the period - Basic and Diluted
    290,000,000       290,000,000       290,000,000       290,000,000          
                                         
 
See accompanying notes to condensed unaudited financial statements
 
 
4

 
 
Silver America Inc. (F/K/A The Golf Alliance Corporation)
(A Development Stage Company)
Condensed Statement of Stockholders' Deficiency
For the period from July 2, 2007 (Inception) to January 31, 2010
(Unaudited)
 
   
 
   
 
   
Additional
   
Deficit
accumulated during
   
Total
 
   
Preferred Stock
   
Common stock
   
paid-in
   
development
   
Stockholder's
 
   
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
stage
   
Deficiency
 
Balance July 2, 2007
    -     $ -       -     $ -     $ -     $ -     $ -  
 Common stock issued for services to founder ($0.00001)
    -       -       250,000,000       2,500       (2,450 )             50  
 In kind contribution of services
                                    1,080               1,080  
 Net loss for the period July 2, 2007 (inception) to July 31, 2007
    -       -       -       -       -       (4,879 )     (4,879 )
 Balance, July 31, 2007
    -       -       250,000,000       2,500       (1,370 )     (4,879 )     (3,749 )
 Common stock issued for cash ($0.10 per share)
    -       -       40,000,000       400       79,600       -       80,000  
 In kind contribution of services
    -       -       -       -       5,760       -       5,760  
Net loss for the year ended July 31, 2008
    -       -       -       -       -       (70,555 )     (70,555 )
 Balance, July 31, 2008
    -       -       290,000,000       2,900       83,990       (75,434 )     11,456  
 In kind contribution of services
    -       -       -       -       5,760       -       5,760  
 In kind contribution of interest
    -       -       -       -       256       -       256  
Net loss for the year ended July 31, 2009
    -       -       -       -       -       (31,521 )     (31,521 )
 Balance, July 31, 2009
    -       -       290,000,000       2,900       90,006       (106,955 )     (14,049 )
 In kind contribution of services
    -       -       -       -       2,880       -       2,880  
 In kind contribution of interest
    -       -       -       -       627       -       627  
Net loss for the six months ended January 31, 2010
    -       -       -       -       -       (14,920 )     14,920 )
                                                         
Balance January 31, 2010
    -     $ -       290,000,000     $ 2,900     $ 93,513     $ (121,875 )   $ (25,462 )
 
See accompanying notes to condensed unaudited financial statements
 
 
5

 
 
Silver America Inc. (F/K/A The Golf Alliance Corporation)
(A Development Stage Company)
 Condensed Statement of Cash Flows
(Unaudited)

   
For the Six
Months Ended
January 31, 2010
   
For the Six
Months Ended
January 31, 2009
   
For the Period from
July 2, 2007 (Inception) to
January 31, 2010
 
                   
Cash Flows From Operating Activities:
                 
Net Loss
  $ (14,920 )   $ (19,710 )   $ (121,875 )
  Adjustments to reconcile net loss to net cash used in operations
                       
    In-kind contribution of services
    2,880       2,880       15,480  
    In-kind contribution of interest
    627       -       883  
  Changes in operating assets and liabilities:
                       
      Increase/(Decrease) in accounts payable and accrued expenses
    (60 )     1,110       1,200  
      (Increase)/Decrease in prepaid expenses
    -       5,041       -  
Net Cash Used In Operating Activities
    (11,473 )     (10,679 )     (104,312 )
                         
Cash Flows From Investing Activities:
    -       -       -  
Net Cash Provided by Investing Activities
    -       -       -  
                         
Cash Flows From Financing Activities:
                       
Repayment of loan payable- related party
    -       -       (3,100 )
Proceeds from loan payable-related party
    6,883       3,000       27,383  
Proceeds from issuance of common stock
    -       -       80,050  
Net Cash Provided by Financing Activities
    6,883       3,000       104,333  
                         
Net Increase / (Decrease) in Cash
    (4,590 )     (7,679 )     21  
                         
Cash at Beginning of Period
    4,611       7,690       -  
                         
Cash at End of Period
  $ 21     $ 11     $ 21  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ -     $ 60  
Cash paid for taxes
  $ 60     $ 60     $ 60  
 
See accompanying notes to condensed unaudited financial statements
 
 
6

 
 
SILVER AMERICA, INC.
(F/K/A THE GOLF ALLIANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JANUARY 31, 2010 and JULY 31, 2009
(UNAUDITED)

 
NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

Activities during the development stage include developing the business plan and raising capital.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At January 31, 2010 and 2009, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.”   As of January 31, 2010 and 2009 there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
 
7

 
 
SILVER AMERICA, INC.
(F/K/A THE GOLF ALLIANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JANUARY 31, 2010 and JULY 31, 2009
(UNAUDITED)
 
(F) Business Segments
 
The Company operates in one segment and therefore segment information is not presented.

(G) Recent Accounting Pronouncements

In May 2009, the FASB issued FASB Accounting Standards Codification No. 855, Subsequent Events. FASB Accounting Standards Codification No. 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB Accounting Standards Codification No. 855 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. FASB Accounting Standards Codification No. 855 is effective for interim or annual financial periods ending after September 15, 2009. The adoption of this FASB Accounting Standards Codification No. did not have a material effect on the Company’s financial statements.
 
In June 2009, the FASB issued FASB Accounting Standards Codification No. 860, Transfers and Servicing. FASB Accounting Standards Codification No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB Accounting Standards Codification No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption that FASB Accounting Standards Codification No. 860 will have on its financial statements.

In June 2009, the FASB issued FASB Accounting Standards Codification No. 810, Consolidation. FASB Accounting Standards Codification No. 810 improves financial reporting by enterprises involved with variable interest entities. FASB Accounting Standards Codification No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB Accounting Standards Codification No. 810 will have on its financial statements.
 
 
8

 

In June 2009, the FASB issued FASB Accounting Standards Codification No. 105, GAAP The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB Accounting Standards Codification No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB Accounting Standards Codification No. 105. All other accounting literature not included in the Codification is nonauthoritative. The adoption of the Codification did not have a significant impact on the Company’s financial statements.
 
NOTE 2    STOCKHOLDER LOANS

On January 10, 2010, the Company received $850 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On January 8, 2010, the Company received $33 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On November 11, 2009, the Company received $3,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On October 6, 2009, the Company received $3,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).
 
On July 24, 2009, the Company received $5,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On June 1, 2009, the Company received $4,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On April 27, 2009, the Company received $4,100 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On February 7, 2009, the Company received $1,300 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On January 6, 2009, the Company received $2,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

On November 18, 2008, the Company received $1,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4 and 6).

During the three months ended October 31, 2007 the Company received $3,100 from a principal stockholder. Pursuant to the terms of the loan, the loan bears interest at 8%, is unsecured and matures on July 31, 2008.  The Company repaid $3,100 of a stockholder loan and $60 of accrued interest as of October 31, 2007.
 
 
9

 
 
SILVER AMERICA, INC.
(F/K/A THE GOLF ALLIANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JANUARY 31, 2010 and JULY 31, 2009
(UNAUDITED)
 
NOTE 3   STOCKHOLDERS’ EQUITY (DEFICIENCY)

(A) Common Stock Issued for Cash

For the year ending July 31, 2008 the Company entered into stock purchase agreements to issue 40,000,000 shares of common stock for cash of $80,000 ($0.02/share).

On July 24, 2007, the Company issued 250,000,000 shares of common stock for $50 ($0.0000002/sh).
 
(B) In-Kind Contribution
 
For the six months ended January 31, 2010 the shareholder of the Company contributed $2,880 of services on behalf of the Company (See Note 4).

For the six months ended January 31, 2010 the shareholder of the Company contributed $627 of in kind contribution of interest on behalf of the Company (See Note 4).

For the year ended July 31, 2009 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 4).

For the year ended July 31, 2009 the shareholder of the Company contributed $256 of in kind contribution of interest on behalf of the Company (See Note 4).

For the year ending July 31, 2008 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 4).

For the year ending July 31, 2007 the shareholder of the Company contributed $1,080 of services on behalf of the Company (See Note 4).
 
(C) Amendments to Articles of Incorporation
 
On July 6, 2007 the Company amended its Articles of Incorporation to decrease the par value to $0.00001 per share from $0.001 par value
 
On March 5, 2010 the Company amended its Articles of Incorporation to increase its authorized common stock from 100,000,000 to 500,000,000 and changed its name from Golf Alliance Corporation to Silver America Inc. (See Note 6).
 
NOTE 4    RELATED PARTY TRANSACTIONS

On January 10, 2010, the Company received $850 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On January 8, 2010, the Company received $33 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).
 
 
10

 
 
SILVER AMERICA, INC.
(F/K/A THE GOLF ALLIANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JANUARY 31, 2010 and JULY 31, 2009
(UNAUDITED)
On November 11, 2009, the Company received $3,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On October 6, 2009, the Company received $3,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On July 24, 2009, the Company received $5,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On June 1, 2009, the Company received $4,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).
 
On April 27, 2009, the Company received $4,100 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On February 7, 2009, the Company received $1,300 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On January 6, 2009, the Company received $2,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On November 18, 2008, the Company received $1,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

During the period ended October 31, 2007 the Company received $3,100 from a principal stockholder. Pursuant to the terms of the loan, the loan bears interest at 8%, is unsecured and matures on July 31, 2008.  At October 31, 2007, the Company had recorded $60 of related accrued interest payable.  The Company repaid $3,100 of a stockholder loan and $60 of accrued interest as of July 31, 2008.

For the six months ended January 31, 2010, the shareholder of the Company contributed $2,880 of services on behalf of the Company (See Note 3(B)).

For the six months ended January 31, 2010 the shareholder of the Company contributed $627 of in kind contribution of interest on behalf of the Company (See Note 3(B)).

As of July 31, 2009 the shareholder of the Company contributed $12,600 of services on behalf of the Company (See Note 3 (B)).
 
NOTE 5    GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss since inception of $121,875 and used cash in operations of $104,312 from inception. This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 
11

 

On March 5, 2010, the Company changed its intended business purpose to that of precious metals mineral exploration, development and production. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern (see Note 6).

NOTE 6    SUBSEQUENT EVENTS

During February 2010, an Individual purchased two hundred fifty million (250,000,000) shares of the Company's common stock from an individual investor who is the majority stockholder and sole Officer and Director of the Company for an aggregate purchase price of Twenty-Five Thousand Dollars ($25,000). Seven Hundred Fifty Dollars ($750) of the Purchase Price was allocated to the stockholder and Twenty-Four Thousand Two Hundred Fifty ($24,250) of the Purchase Price was contributed to the Company as a contribution of capital by the majority stockholder to be used to repay the majority stockholder loans (see Note 2 and 4).

On March 5, 2010 the Company changed its name from Golf Alliance Corporation to Silver America, Inc.  The Company also increased its authorized common stock from 100,000,000 to 500,000,000 shares and effected a 50-for-1 forward stock split.  All share and per share references at January 31, 2010 have been revised to reflect this 50-for-1 forward stock split.  Immediately prior to the forward split, the Company’s sole member of the board of directors, returned 205,000,000 shares of common stock out of the total of 250,000,000 held by him as an in-kind contribution.

On March 5, 2010, Silver America, Inc. (the “Company”) and Yale Resources Ltd. (“Yale”) (collectively referred to below as the “Parties”), entered into a Binding Letter of Intent (“LOI”) whereby the Parties agreed to a transaction in which Yale will grant an option to Silver America to acquire a 90% undivided interest in an approximately 282.83 hectare property located in Zacatecas State, Mexico (the “Property”). A brief description of the material terms and conditions of the option contemplated by the LOI is set forth below.

To exercise the option the Company shall pay cash to Yale, issue restricted common shares of Company stock to Yale, and fund exploration and development expenditures on the Property. The cash payments contemplated under the agreement total $900,000.00 and are to be distributed in installments from the date of the LOI through December 30, 2013. The number of Company shares to be issued to Yale total 1,000,000 and are to be distributed in installments from the date of the definitive agreement through December 30, 2013. The Company is also obligated to fund a total of $2,000,000.00 worth of exploration and development on the Property beginning June 30, 2011 and continuing through December 30, 2013. Upon the execution and exercise of the option, Yale will transfer a 90% undivided interest in the property to the Company.

During February and March 2010, the majority shareholder paid costs and expenses on behalf of the Company aggregating $12,320.  This loan payable is unsecured, non-interest bearing, and due on demand.
 
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about mineral resources and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock.  Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology.  This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements.  These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Overview,” as well as in this Report generally.  Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Report generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.  As used in this quarterly report, the terms “we,” “us,” and “our” mean Silver America, Inc., unless otherwise indicated.
 
Overview

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on July 2, 2007.  At the time of our incorporation, we were incorporated under the name “The Golf Alliance Corporation,” and our original business plan was to act as service-based firm that would provide opportunities for golfers to play on private courses normally closed to them because of membership requirements.  On February 12, 2010, subsequent to the end of the quarterly period covered by this Report, Johannes Petersen acquired the majority of the shares of our issued and outstanding common stock in accordance with a stock purchase agreement by and between Mr. Petersen and John Fahlberg.  Further, on March 5, 2010, we effected a name change to “Silver America, Inc.” and at the same time effected a 50-for-1 forward stock split and increased our authorized capital from 100,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share, to 500,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001.  In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production.  Unless specifically stated otherwise, all share amounts referenced herein, will refer to post-forward stock split share amounts.
 
 
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Our primary business focus is to acquire, explore and develop precious metals properties in North America.  On March 5, 2010, we entered into a Binding Letter of Intent (“LOI”) with Yale Resources, Inc. (“Yale”), whereby pursuant to finalizing due diligence and definitive agreements, Yale will grant an option to the Company to acquire a 90% undivided interest in an approximately 282.83 hectare property located in Zacatecas State, Mexico.  To exercise the option, the Company shall pay cash to Yale, issue restricted common shares of Company stock to Yale, and fund exploration and development expenditures on the Property.  The cash payments contemplated under the agreement total $900,000.00 and are to be distributed in installments from the date of the LOI through December 30, 2013.  The number of Company shares to be issued to Yale total 1,000,000 and are to be distributed in installments from the date of the definitive agreement through December 30, 2013.  The Company is also obligated to fund a total of $2,000,000.00 worth of exploration and development on the property beginning June 30, 2011 and continuing through December 30, 2013.  Upon the execution and exercise of the option, Yale will transfer a 90% undivided interest in the property to the Company.

Results of Operations

Three-months ended January 31, 2010 compared to the three-months ended January 31, 2009

We had a net loss of $5,684 for the quarter ended January 31, 2010, which was $2,104 lower than the net loss of $7,788 for the quarter ended January 31, 2009.  This change in our results over the two periods is primarily the result of a reduction of general and administrative expenses. The following table summarizes key items of comparison and their related increase (decrease) for the quarters ended January 31, 2010 and 2009:

   
Three-Months Ended
       
   
January 31,
   
Increase
 
   
2010
   
2009
   
(Decrease)
 
                   
Revenues
 
$
0
   
$
0
   
$
0
 
                         
Professional Fees
 
 $
2,912
   
 $
2,823 
   
 $
89 
 
General and Administrative
   
2,408
     
4,965
     
(2,557)
 
Total Operating Expenses
   
5,320
     
7,788
     
(2,468)
 
                         
(Loss) from Operations
   
(5,320)
     
(7,788)
     
2,468
 
                         
Interest Expense
   
(364)
     
0
     
(364)
 
                         
(Loss) from Operations Before Taxes
   
(5,684)
     
(7,788)
     
2,104
 
                         
Net (Loss)
 
 $
(5,684)
   
$
(7,788)
   
$
2,104
 
 
Liquidity And Capital Resources

Our balance sheet as of January 31, 2010, reflects assets of $21.  As we had cash in the amount of $21 and a working capital deficit in the amount of $25,462 as of January 31, 2010, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
 
Working Capital
   
At
January 31,
2010
   
At
July 31,
2009
 
             
Current assets
  $ 21     $ 4,611  
Current liabilities
    25,483       18,660  
Working capital
  $ (25,462 )   $ (14,049

We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.
 
 
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Six-Months Ended
 
   
January 31,
 
   
2010
   
2009
 
             
Net Cash Provided by (Used in) Operating Activities
 
$
(11,473)
   
 $
(10,679)
 
Net Cash Provided by (Used in) Investing Activities
   
0
     
0
 
Net Cash Provided by Financing Activities
   
6,883
     
3,000
 
Net Increase (Decrease) in Cash
 
$
(4,590)
   
(7,679)
 

Operating Activities

Net cash flow used in operating activities during the six-months ended January 31, 2010 was $11,473 – an increase of $794 from the $10,679 net cash outflow during the six-months ended January 31, 2009.

Investing Activities

Cash used in investing activities during the six-months ended January 31, 2010 and January 31, 2009 were nil.

Financing Activities

Financing activities during the six-months ended January 31, 2010, provided $6,883 to us, an increase of $3,883 from the $3,000 provided by financing activities during the six-months ended January 31, 2009.
 
Recent Accounting Pronouncements
 
For recent accounting pronouncements, please refer to the notes to the financial statements section of this quarterly report.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4T.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of Mr. Johannes Petersen, who currently serves as both Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management.  Our disclosure controls and procedures include components of our internal control over financial reporting.  Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
 
 
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Changes in Internal Controls Over Financial Reporting

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


PART II - OTHER INFORMATION

Item 1.    Legal Proceedings
 
To the best knowledge of management, there are no material legal proceedings pending against the Company.

Item 1A.  Risk Factors

Not Applicable.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None. 

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission Of Matters To A Vote Of Security Holders

No matters were submitted to a vote of security holders during the quarter ended January 31, 2010.

Item 5.  Other Information
 
None

Item 6.  Exhibits

Exhibit No.
 
Description
3.1
 
Articles of Incorporation (1)
3.2
 
Certificate of Amendment, effective March 5, 2010 (2)
3.3
 
Bylaws (1)
31.1
 
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
 
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
*
Filed herewith
   
(1)
Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007
(2)
Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.

 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SILVER AMERICA, INC.
   
Date:  March 16, 2010
By:
/s/ Johannes Petersen
   
Johannes Petersen
Title:  Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer, President,
Chairman of the Board of Directors
 
 
 
 
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