GOLF ALLIANCE CORP (Form: 8-K, Received: 03/10/2010 06:06:16)

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		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))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)	Exhibits.
	Exhibit #	Description
	3.1	Certificate of Amendment, effective March 5, 2010
	10.1	Letter of Intent by and between Silver America Inc. and Yale Resources Ltd.

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

Dated: March 9, 2010

	STATE OF NEVADA
ROSS MILLER Secretary of Stale		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Job Number: C20100222-0841

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	N umber of Pages
20100107353-52	Amended & Restated Articles	4 Pages/1 Copies

		Respectfully, /s/ Ross Miller ROSS MILLER Secretary of State
Certified By: Richard Sifuentes Certificate Number: C20100222-0841 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

ROSS MILLER

Secretary of State

204 North Carson Street Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS)	Filed in the office of	Document number 20100107353-52
	/s/ Ross Miller	Filing Date and Time 02/22/2010 9:07 AM
	Ross Miller Secretary of State State of Nevada	Entity number E0461102007-0

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

This Form Is to Accompany Restated Articl es or Amended and Rest ated Articles of Incorporation

(Pursuant to NRS 78.403,82.371, 86.221,87A, 88.355 or 88AJ50)

(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

1. Name of Nevada entity as last record ed in this office.

THE GOLF ALLIANCE CORPORATION

2. The articles are: (mark only one box) o Restated x Amended and Restated

Please entitle your attached articles "Restated" or "Amended and Restated," accordingly.

3. Indicate what changes have been made by checking the appropriate box:*

o	No amendments; articles are restated only and are signed by an o fficer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:

o	The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
x	The entity name has been amended.
o	The registered agent has been changed, (attach Certificate of Acceptance from new registered agent)
x	The purpose of the entity has been amended.
x	The authorized shares have been amended.
o	The directors, managers or general partners have been amended.
x	IRS tax language has been added.
o	Articles have been added. Q Articles have been deleted.
x	Other. The articles or certificate have been amended as follows: (provide article numbers, if available)

Article II further provides for 50-for-1 forward stock split and grants the Board of Directors further authority with respect to the Preferred Stock.

* This form is a accompany Restated Articles or Amended and Restated Articles which contain newly or amended articles. The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for certificates.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Resisted Articles Revised: 10-16-09

ROSS MILLER

Secretary of State

204 North Carson Street Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

( Pursuant to NRS 7&385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

THE GOLF ALLIANCE CORPORATION

2. The articles have been amended as follows: (provide article numbers, if available)

- The sections for incorporators, past and present Board of Directors and registered agent arc omitted.

- The name of the corporation has been changed to "Silver America, Inc."

- The authorized shares has been amended and a 50-for-l forward stock split has been designated.

- The purpose of the corporation has been amended.

- An article designating duration has been added.

- An article eliminating cumulative voting has been added

- An article eliminating preferential, preemptive or other subscription righto has been added.

- Articles providing for limitation of liability and indenmificatian have been added.

- The article headings an lenrxnibered accordingly.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required In the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted In favor of the amendment is: 86.2%

4. Effective date of filing: (optional) March 5, 2010

(must not be later than BO days after the certificate is filed)

5. Signature: (required)

X
Signature of Officer

"If any proposed amendment would alter or change any preference or any retathre or other right given to any class or series of outstanding, shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to Include any of the above Information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Resisted Articles Revised: 10-16-09

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

The name of the corporation is: Silver America, Inc.

The corporation is authorized to issue 500,000,000 shares designated as "Common Stock", par value $0.00001 per share, and 10,000,000 shares designated as "Preferred Stock," par value $0.00001 per share.

Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors shall determine the designation of each series and the authorized number of shares of each series. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of shares of Preferred Stock and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. If the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Upon effective filing of this Amended and Restated Articles of Incorporation, every one (1) share of Common Stock issued and outstanding, including such shares of Common Stock reserved for issuance upon conversion of any outstanding convertible securities, shall be split, combined and converted into fifty (50) shares of Common Stock. All fractional snares resulting therefrom shall be rounded up to the next whole share in consideration thereof.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Nevada Revised Statutes, as may be amended or otherwise supplemented.

The duration of this Corporation is to be perpetual.

No holder of stock of this corporation shall be entitled to any cumulative voting rights.

No holder of stock of this corporation shall have any preferential, pre-emptive, or other rights of subscription to any shares of any class or series of stock of this corporation allotted or sold or to be allotted or sold and now or hereafter authorized, or to any obligations or securities convertible into any class or series of stock of this corporation, nor any right of subscription to any part thereof.

The corporation shall, to the fullest extent legally permissible under the provisions of the Nevada Revised Statutes, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him or her in connection with any action, suit or other proceeding in which he or she may be involved or with which he or she may be threatened, or other matters referred to in or covered by said provisions both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or resolution adopted by the stockholders entitled to vote thereon after notice.

The personal liability of all of the directors and officers of the corporation is hereby eliminated to the fullest extent allowed as provided by the Nevada Revised Statutes, as the same may be supplemented and amended.

This letter confirms our agreement on the principal terms and conditions of Yale Resources Ltd. ("Yale") proposing to grant an option to Silver America Inc. ("SILVER AMERICA") to acquire a property interest in the Guadalupe property in Zacatcas State, Mexico, more particularly described in Schedule "B" attached hereto (the "Property"). Each party understands and agrees that preparation and execution of a definitive agreement is required and that it will contain the Gems set forth in Schedule "A" and may include additional terms as Yale and SILVER AMERICA might agree to after good faith negotiation. This Letter of Intent is intended to be binding with respect to the matters discussed in Schedule "A". This Letter of Intent may be executed in one or more counterparts, each of which shall be deemed an original for all purposes.

	YALE RESOURCES LTD.

	By:	/s/ Ian Foreman
		Name : Ian Foreman
		Title : President


	SILVER AMERICA INC.

	By:	/s/ Johannes Petersen
		Name : Johannes Petersen
		Title : CFO, Director

Yale Resources Ltd. / SILVER AMERICA Inc.

This term sheet of the Letter of Intent sets forth the proposed terms and structure of a transaction in which Yale will grant an option to SILVER AMERICA to acquire a 90% interest in the Property. This Letter of Intent is a binding agreement. Any transaction will be subject in all respects to a fully negotiated and executed definitive option agreement (the "Definitive Agreement") and approval, if required, of the appropriate regulatory bodies.

1. Option Agreement	THE PARTIES AGREE to negotiate in good faith a Definitive Agreement to include the following terms and conditions;

	(a)	Yale grants to SILVER AMERICA an Option for SILVER AMERICA to acquire a 90% undivided interest in the Property.

		To exercise the Option, SILVER AMERICA shall pay cash to Yale, issue common shares of SILVER AMERICA and fund exploration and development expenditures (the "Expenditures") on the Property (all amounts in US$) in the following manner:

		(i)	pay the refundable amount of $10,000 to Yale upon the signing of this Letter of Intent;

		(ii)	Pay an additional $10,000 and issue 100,000 common shares in the capital of SILVER AMERICA on signing of a Definitive Agreemsnt;

		(iii)	on or before the 30 th of June 2010 SILVER AMERICA will pay Yale $20,000 and issue an additional 100,000 common shares in the capital of SILVER AMERICA to Yale.

		(iv)	on or before the 30 th of December 2010 SILVER AMERICA will pay Yale $30,000 and issue an additional 100,000 common shares in the capital of SILVER AMERICA to Yale.

		(v)	on or before the 30 th of June 2011 SILVER AMERICA will pay Yale $50,000, issue an additional 100,000 common shares in the capital of SILVER AMERICA to Yale and have minimum expenditures of $400,000 (with a minimum of 2,000 metres of , drilling).

		(vi)	on or before the 30 th of December 2011 SILVER AMERICA will pay Yale $50,000 and issue an additional 100,000 common shares in the capital of SILVER AMERICA to Yafe.

		(vii)	on or before the 30 th of June 2012 SILVER AMERICA will pay Yale $75,000 and issue an additional 100,000 common shares in the capital of SILVER AMERICA to Yale.
		(viii)	on or before the 30 th of December 2012 SILVER AMERICA will pay Yale $100,000, issue an additional 100,000 common shares in the capital of SILVER AMERICA to Yale and have minimum expenditures of an additional $700,000.

	(ix)	on or before the 30 th of June 2013 SILVER AMERICA will pay Yale $200,000 and issue an additional 100.000 common shares in the capital of SILVER AMERICA to Yale.

	(x)	on or before the 30 th of December 2013 SILVER AMERICA will pay Yale $355,000, issue an additional 200,000 common minimum expenditures of an additional $900,000. shares in the capital of SILVER AMERICA to Yale and have

	Any Expenditures greater than the minimum amount will be credited towards the next year. The common shares issued by SILVER AMERICA will be restricted as per the minimum requirements set by the appropriate regulatory body. If drilling has not started by die l n of June 2011 Yale will give 3 months notice to have a drill program started and if drilling has not started by the l sl of August 2011 the Agreement will be cancelled.

(b)	Upon the execution and exercise of the Option, Yale agrees to transfer a 90% undivided interest in the Property to the Mexican subsidiary of SILVER AMERICA.

	Yale will retain a 2% NSR (a total of 3% for the property) that can be bought out in entirety for US $2,000,000. Yale agrees to maintain all filings and payments on all claims within the Property in accordance with the laws of Mexico until such time as the Property is transferred to SILVER AMERICA- All such costs are to be reimbursed by SILVER AMERICA.

(c)	Until the execution and exercise of the Option, the parties agree to the following:

	(i)	Yale will be the operator of the Property and will charge a standard 15% management fee on all Expenditures incurred on the Property;

	(ii)	On an ongoing basis, Yale will budget for die project for each phase and receive 50% before starting each phase. The allocation of (he funds will be determined by mutual consent of both parties.

	(iii)	That SILVER AMERICA will fund a minimum of $15,000 of exploration work (not just Expenditures) every quarter (e.g. Apr/May/Jun,).

	(iv)	Yale will deliver to SILVER AMERICA a detailed account of work expenditures upon request, but not more often than every three (3) months;

	(v)	Regardless of the amount of expenditures that have been committed, SILVER AMERICA will be responsible for paying the property taxes that are due bi-annualty.

2. Due Diligence Investigation	Yale agrees to make available and grant access to SILVER AMERICA and their representatives, any corporate, financial, geological or other information as is reasonably necessary to conduct a due diligence review of the Property- Yale shall take reasonable good faith efforts promptly to provide SILVER AMERICA or its representatives such documents as may reasonably be requested in writing. Yale will grant to SILVER AMERICA and ils consultants the right of entry to the Properly for the purpose of carrying out its due diligence review of the Property and to perform such investigations, surveys and tests as SILVER AMERICA deems desirable. The Closing of the Definitive Agreement is subject to SILVER AMERICA 's satisfactory due diligence review of the Property.

3. Budgets and payments	While Yale is Operator, Yale will provide SILVER AMERICA a budget for each successive phase of exploration and SILVER AMERICA agrees to:

	(a)	approve and/or provide comments on the budget within fourteen (14) days;

	(b)	give to Yale an advance of at least 50% of each budget within 30 days of its approval and that Yale will not start that next phase of exploration until the advance has been received;

	Payment to Yale for each completed phase of exploration will be due within thirry (30) days of receipt of request from Yale and will be accompanied by a detailed breakdown of cosls.

	If the complete funds are not received within thirty (30) days, Yale will have (he right to issue a letter of default for the amount owed and that if the funds have not been received within an additional thirty (30) days, Yale will have the right to terminate the Option. For greater clarity, if expenditures have not been refunded/paid to Yale within sixty (60) days from the date of the original request the agreement will be terminated.

4. Closing Conditions	Conditions to Closing shall include, without limitation:

	(i)	receipt of any necessary regulatory approvals;

	(ii)	SILVER AMERICA completing a due diligence review of the Property and SILVER AMERICA being satisfied, in its sole and absolute discretion, with the results of such a review and verification;

		The parties agree to close the Definitive Agreement within sixty (60) days after the execution of this Letter of Intent and agree to extend the closing date for an additional thirty (30) days if there is a delay.

5. Disclosure	The parties are permitted to make any public announcement regarding this Letter of Intent or any transaction contemplated hereby as required by applicable securities law.

6. No-Shop and Exclusive Provisions	Until sixty (60) days after the date of this Letter of Intent and in consideration for SILVER AMERICA's commitment of time and resources to perform due diligence, Yale will not, directly or indirectly, through any officer, director, employee, affiliate or agent or otherwise, take any action to solicit, initiate, seek, encourage or support any inquiry, proposal or offen from, furnish any information to, or participate in any negotiations with, any third party regarding the sale of the Property, or any plans to develop the Property. Yale agrees that my such negotiations (other than negotiations with SILVER AMERICA) in progress as of the date of this letter will be suspended during such period, and that Yale will not accept or enter into any agreement, arrangement or understanding for sale or option of the Properly or for the development of the Property during such period.

	If Yale or any of its officers, directors, employees, affiliates or agents receives any proposal for, or inquiry respecting, any third party acquisition of or development for the Property, Yale will promptly notify SILVER AMERICA, describing in detail the identity of the person making such proposal or inquiry and the terms and conditions of such proposal or inquiry.

7. (a) Expenses	Otherwise stated herein. Yale and SILVER AMERICA shall each be liable for their own costs, including legal, accounting, and other such costs. incurred by each of them in the negotiation and closing of this transaction. SILVER AMERICA shall be responsible for all costs relating to its due diligence review of the Property.

(b) Break-up Fee	If within thirty (30) days from the date of this Letter of Intent or anytime prior to the Closing of the Definitive Agreement, Yale fails to complete the terms outlined within this Letter of Intent, Yale will reimburse to SILVER AMERICA ail the expenses that have been incurred including the legal fees, due diligence expenses, taxes and disbursements incurred by SILVER AMERICA in relation to the review of the Property and drafting of the Definitive Agreement (and Joint Venture Agreement) and such reimbursement costs will not exceed $25,000.

8. Area of Interest	There will be no Area of Interest surrounding the Property.

	If Yale were to acquire a property or properties adjoining the Property, such property(ies) would be offered to SILVER AMERICA on a first right of refusal basis under terms similar to those within the Definitive Agreement.

This Letter of Intent represents only the current thinking of the parties relating to the proposed transaction. All rights and obligations of the parties will be subject to negotiation and execution of a definitive agreement among the parties, completion of the due diligence, other matters set forth above, and the approval, if required, of the appropriate regulatory bodies.

Schedule "B"- List of mineral concessions comprising the Property

Concession name	Title number	Approx. Area (ha)

GUADALUPE	233872	127.4100
GUADALUPE 2	233873	155.4200
	Total:	282.83