INCEPTION MINING INC. - Quarter Report: 2010 January (Form 10-Q)
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 _____.
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.
12
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.
13
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.
14
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.
15
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
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.
|
16
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
|
17