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):   June 23, 2010

GOLD AMERICAN MINING CORP.
(f.k.a.)
SILVER AMERICA, INC.
 (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 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Effective as of June 23, 2010, Gold American Mining Corp. (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 a change in the Company’s name from Silver America, Inc. to Gold American Mining Corp.  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, June 23, 2010.

A copy of the Certificate is attached hereto as Exhibit 3.1.
 
SECTION 8 — OTHER EVENTS
 
ITEM 8.01. OTHER EVENTS.

As disclosed above under Item 5.03, on June 23, 2010, the Company effected a name change pursuant to the filing of a Certificate of Amendment with the Nevada Secretary of State and in coordination with the Financial Industry Regulatory Authority (“FINRA”) and the Company’s transfer agent.
 
Pursuant to the joint written consent, dated June 4, 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 a name change such that the new name of the Company shall be “Gold American Mining Corp.”  The Company’s name change was effected as a result of the Company’s business operations in the precious metal industry, with a more specific emphasis on exploring for gold, and the belief that it would be in the best interest of the Company and its shareholders to change the Company’s name to better reflect the nature of its operations.
 
Effective June 23, 2010, the Company’s common stock has a new CUSIP number, 380481 101, in connection with this name change.  The Company’s trading symbol on the OTC Bulletin Board, “SILA.OB,” remains the same in accordance with FINRA’s recently initiated policy of not changing trading symbols except in connection with a merger.
 
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)
Exhibits.
 
Exhibit #
Description
 
3.1
Certificate of Amendment, effective June 23, 2010
     
 
 
 
 

 

 

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.
 
 
  GOLD AMERICAN MINING CORP.
   
Dated:  June 28, 2010
By: /s/ Johannes Petersen
 
Johannes Petersen
Chief Executive Officer & President
 

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

 
Certified Copy
 
June 7, 2010                                  
 
Job Number:  C20100607-3174
Reference Number:  
Expedite:  
Through Date:  
   
 
 
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 Filing Number Description   Number of Pages
20100407265-47 Amendment   1 Pages/ 1 Copies
 

 
   
 Respectfully,
/s/ Ross Miller
Certified By: Richard Sifuentes   ROSS MILLER
Certificate Number: C20100607-3174   Secretary of State
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
Fax (775) 684-7138
 
 
 

 
 
 
 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz

 
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20100407265-47
Filing Date and Time
06/07/2010  2:20 PM
Entity Number
E0461102007-0
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
Pursuant to NRS 78.385 and 78.390 - (After issuance of Stock)
 
1. Name of the corporation:
Silver America, Inc.
 
2. The articles have been amended as follows (provide article number if available):
Article I has been amended to change the name of the corporation as follows:
 
     "The name of the corporation is: Gold American Mining Corp."
 
 
 
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at 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:   52.8%
 
4. Effective date of filing (optional):  June 23, 2010
(must not be later than 90 days after the certificate is filed)
 
  5. Officer signature (required):   /s/ Johannes Petersen
 
*if any proposed amendment would alter or change any preference or any relative to 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 of limitations or restrictions on the voting power thereof.
 
IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.
 
This form must be accompanied by appropriate fees