Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF AMENDMENT - INCEPTION MINING INC. | f8k030510ex3i_silveramerca.htm |
| EX-10.1 - LETTER OF INTENT - INCEPTION MINING INC. | f8k030510ex10i_silveramerca.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (Date of Earliest Event Reported): March 5, 2010
SILVER
AMERICA, INC.
(f.k.a.)
THE
GOLF ALLIANCE CORPORATION
(Exact
Name of Registrant As Specified In Charter)
|
NEVADA
|
333-147056
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35-2302128
|
||
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File No.)
|
(IRS
Employee
Identification
No.)
|
10775 Double R
Boulevard
Reno,
Nevada 89521
(Address
of Principal Executive Offices)
(775)
996-8200
(Issuer
Telephone Number)
12926
Morehead Chapel Hill, North Carolina 27517
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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 Zacatcas 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.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Effective
as of March 5, 2010, the Company filed a Certificate of Amendment Pursuant to
Nevada Revised Statutes (“NRS”) sections 78.385 and 78.390 (the “Certificate”)
with the Nevada Secretary of State. The Certificate provided for,
among other things: (i) a change in the Company’s name to Silver America, Inc.;
(ii) an increase in the authorized capital stock of the Company 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; (iii) the designation of a 50-for-1 forward stock split of
the outstanding shares of common stock of the Company; (iv) the elimination of
cumulative voting; and (v) the provision for limitation of liability and
indemnification. Pursuant to sections 78.385 and 78.390 of the NRS,
the Articles of Incorporation of the Company were amended in accordance with the
Certificate as of the effective date indicated on the Certificate, March 5,
2010.
A copy of the Certificate is attached
hereto as Exhibit 3.1.
ITEM
8.01. OTHER EVENTS.
On March
5, 2010, the Company effected a forward stock split and name change pursuant to
the filing of a Certificate of Amendment attaching Amended and Restated Articles
of Incorporation with the Nevada Secretary of State and in coordination with the
Financial Industry Regulatory Authority and the Company’s transfer
agent.
Pursuant
to the joint written consent, dated February 19, 2010, of the sole member of the
board of directors of the Company (the “Board”) as well as the holder of a
majority of the outstanding shares of the Company, the Board and majority
shareholder authorized and approved the following corporate changes: (i) the
effectuation of a 50-for-1 forward stock split of the Company’s issued and
outstanding shares of common stock in accordance with and pursuant to Sections
78.207 and 78.209 of the Nevada Revised Statutes (the “Forward Stock Split”)
along with a simultaneous increase in the Company’s authorized class of common
stock to 500,000,000; and (ii) a name change such that the new name of the
Company shall be “Silver America, Inc.”
Immediately
prior to the forward split, the Company’s sole member of the board of directors,
Mr. Johannes Petersen, surrendered 4,100,000 shares of common stock out of the
total of 5,000,000 held by him as a contribution to capital of the Company,
which were cancelled by the company. After giving effect to this
cancellation and subsequent forward stock split, the number of shares of issued
and outstanding company stock was increased to 85,000,000.
Effective
March 5, 2010, the Company’s trading symbol on the OTC Bulletin Board was
changed from “GOFA.OB” to “SILA.OB” and the Company’s common stock has a new
CUSIP number, 827309 105, in connection with this name change and forward
split.
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ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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Exhibit
#
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Description
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3.1
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Certificate
of Amendment, effective March 5, 2010
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10.1
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Letter
of Intent by and between Silver America Inc. and Yale Resources
Ltd.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
| SILVER AMERICA, INC. | ||
|
|
By: |
/s/ Johannes
Petersen
|
|
Johannes
Petersen
Chief
Executive Officer & President
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Dated:
March 9, 2010
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