XOTC:SILA Quarterly Report 10-Q Filing - 4/30/2012

Effective Date 4/30/2012



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

FORM 10-Q
(Mark One)

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2012

¨
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
 
(Exact Name of Registrant as Specified in Its Charter)

Nevada
 
35-2302128
(State or Other Jurisdiction
 
(IRS Employer Identification
Of Incorporation or Organization)
 
Number)
     
10775 Double R Boulevard
   
Reno, Nevada
 
89521
(Address of Principal Executive Offices)
 
(Zip Code)

 
(775) 996 - 8200
 
 
(Registrant’s telephone number, including area code)
 

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  þ 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 þ 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.
 
Large accelerated filer
o
Accelerated filer 
o
Non-accelerated filer
o
Smaller reporting company
þ
(Do not check if 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 þ No o
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 14, 2012, there were 89,804,393 shares of the registrant’s common stock issued and outstanding.
 


 
 

 
GOLD AMERICAN MINING CORP.

FORM 10-Q INDEX

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
       
         
Item 1.
Financial Statements
    1  
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    16  
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    19  
Item 4.
Controls and Procedures
    20  
           
PART II – OTHER INFORMATION
       
         
Item 1.
Legal Proceedings
    21  
Item 1A.
Risk Factors
    21  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    21  
Item 3.
Defaults Upon Senior Securities
    21  
Item 4.
Mine Safety Disclosures
    21  
Item 5.
Other Information
    21  
Item 6.
Exhibits
    22  
Signature Page
    23  
 
 
 

 
 
GOLD AMERICAN MINING CORP
 (AN EXPLORATION STAGE COMPANY)

CONTENTS
 
PAGE
1
CONDENSED BALANCE SHEETS AS OF APRIL 30, 2012 (UNAUDITED) AND JULY 31, 2011.
     
PAGE
2
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2012 AND 2011 AND FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2012 (UNAUDITED)
     
PAGE
3
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY /(DEFICIENCY) FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2012 (UNAUDITED)
     
PAGE
4
CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND 2011 AND FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2012 (UNDAUDITED)
     
PAGES
5 - 15
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
 
 

 
 
GOLD AMERICAN MINING CORP.
(AN EXPLORATION STAGE COMPANY)

CONTENTS

PART I – FINANCIAL INFORMATION
 
ITEM 1.     FINANCIAL STATEMENTS
 
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Balance Sheets
 
ASSETS
             
   
April 30, 2012
   
July 31, 2011
 
   
(Unaudited)
       
             
Current Assets
           
Cash
  $ 25,004     $ 5,226  
Prepaid Expenses
    -       5,174  
Total Current Assets
    25,004       10,400  
                 
Property and Equipment, net
    2,507       3,121  
                 
Total Assets
  $ 27,511     $ 13,521  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                 
Current Liabilities
               
Accounts Payable and Accrued Expenses
  $ 27,008     $ 22,043  
Accounts Payable - related party
    60,000       37,500  
Notes Payable  - related party
    20,000       18,500  
   Loans Payable - related party
    66,128       2,244  
Total  Liabilities
    173,136       80,287  
                 
Commitments and Contingencies
               
                 
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, 89,804,393 and 89,804,393
               
 issued and outstanding, respectively
    898       898  
  Additional paid-in capital
    3,996,030       3,993,595  
  Deficit accumulated during the exploration stage
    (4,142,553 )     (4,061,259 )
Total Stockholders' Deficiency
    (145,625 )     (66,766 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 27,511     $ 13,521  

 
1

 
 
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)
 
 
                           
For the Period
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
From July 2, 2007 (Inception) to
 
   
April 30, 2012
   
April 30, 2011
   
April 30, 2012
   
April 30, 2011
   
April 30, 2012
 
Operating Expenses
                             
Professional fees
  $ 5,445     $ 6,250     $ 35,993     $ 58,620     $ 247,243  
Consulting Expense
    7,500       50,700       22,500       243,850       388,425  
 Exploration Costs
    -       511,329       6,021       1,656,330       3,259,729  
General and administrative
    4,515       12,141       14,795       74,921       242,985  
Total Operating Expenses
    17,460       580,420       79,309       2,033,721       4,138,382  
                                         
Loss from Operations
    (17,460 )     (580,420 )     (79,309 )     (2,033,721 )     (4,138,382 )
                                         
Other Income/(Expenses)
                                       
Interest Income
    -       -       -       20       22  
Interest Expense
    (936 )     (40 )     (1,985 )     (808 )     (4,193 )
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (18,396 )     (580,460 )     (81,294 )     (2,034,509 )     (4,142,553 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (18,396 )   $ (580,460 )   $ (81,294 )   $ (2,034,509 )   $ (4,142,553 )
                                         
Net Loss Per Share  - Basic and Diluted
  $ (0.00 )   $ (0.01 )   $ (0.00 )   $ (0.02 )        
                                         
Weighted average number of shares outstanding
                                       
  during the period - Basic and Diluted
    89,804,393       88,790,713       89,804,393       87,871,728          

 
2

 
 
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Statement of Changes in Stockholders' Equity/(Deficiency)
For the period from July 2, 2007 (Inception) to April 30, 2012
(Unaudited)
 
                                 
Deficit
       
               
Additional
   
accumulated during
   
Total
 
    Preferred stock    
Common stock
   
paid-in
   
exploration
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
stage
   
Equity/(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 )
                                                         
 Shares issued in exchange for mining rights
    -       -       700,000       7       657,993       -       658,000  
                                                         
 Shares issued for cash ($0.60 per share)
    -       -       333,333       3       199,997       -       200,000  
                                                         
 Shares returned by founder as an in kind contribution
    -       -       (205,000,000 )     (2,050 )     2,050       -       -  
                                                         
 Shares issued for services
    -       -       37,500       0       48,375       -       48,375  
                                                         
 Shares and warrants issued for cash ($1.10 per share)
    -       -       272,727       3       299,997       -       300,000  
                                                         
 Forgiveness of debts by principal stockholder
    -       -       -       -       24,262       -       24,262  
                                                         
 Expenses paid by shareholder on Company's behalf
    -       -       -       -       60,871       -       60,871  
                                                         
 In kind contribution of services
    -       -       -       -       4,320       -       4,320  
                                                         
 In kind contribution of interest
    -       -       -       -       627       -       627  
                                                         
Net loss for the year ended July 31, 2010
    -       -       -       -       -       (1,351,087 )     (1,351,087 )
                                                         
Balance, July 31, 2010
    -       -       86,343,560       863       1,388,498       (1,458,042 )     (68,681 )
                                                         
 Shares issued for services
    -       -       152,500       2       88,948       -       88,950  
                                                         
 Shares issued in exchange for mining rights
    -       -       1,600,000       16       1,615,984       -       1,616,000  
                                                         
 Shares and warrants issued for cash ($0.80 per share)
    -       -       375,000       4       299,996       -       300,000  
                                                         
 Shares and warrants issued for cash ($0.75 per share)
    -       -       533,333       5       399,995       -       400,000  
                                                         
 Shares and warrants issued for cash ($0.25 per share)
    -       -       800,000       8       199,992       -       200,000  
                                                         
 In kind contribution of interest
    -       -       -       -       182       -       182  
                                                         
Net loss for the year ended July 31, 2011
            -       -       -       -       (2,603,217 )     (2,603,217 )
                                                         
 Balance,  July 31, 2011
    -       -       89,804,393       898       3,993,595       (4,061,259 )     (66,766 )
                                                         
In kind contribution of  legal services
    -       -       -       -       450       -       450  
                                                         
 In kind contribution of interest
    -       -       -       -       1,985       -       1,985  
                                                         
Net loss for the nine months ended April 30, 2012
    -       -       -       -       -       (81,294 )     (81,294 )
                                                         
Balance, April 30, 2012
    -     $ -       89,804,393     $ 898     $ 3,996,030     $ (4,142,553 )   $ (145,625 )

 
3

 
 
Gold American Mining, Corp.
(An Exploration Stage Company)
 Condensed Statements of Cash Flows
(Unaudited)
 
         
For the
 Period from
 
   
For the Nine Months Ended
   
July 2, 2007
(Inception) to
 
   
April 30, 2012
   
April 30, 2011
   
April 30, 2012
 
                   
Cash Flows From Operating Activities:
                 
Net Loss
  $ (81,294 )   $ (2,034,509 )   $ (4,142,553 )
  Adjustments to reconcile net loss to net cash used in operations
                       
   Depreciation expense
    614       6,710       11,801  
   Stock issued for mining rights
    -       1,111,000       2,274,000  
   Impairment of website
    -       -       14,253  
   Stock issued for services
    -       87,850       137,325  
    In-kind contribution of services
    450       -       17,370  
    In-kind contribution of interest
    1,985       -       3,050  
  Changes in operating assets and liabilities:
                       
      Increase/(Decrease) in accounts payable and accrued expenses
    4,965       (98,632 )     27,008  
      Increase in accounts payable - related party
    22,500       15,000       60,000  
      (Increase)/Decrease in prepaid expenses
    5,174       10,600       -  
Net Cash Used In Operating Activities
    (45,606 )     (901,981 )     (1,597,746 )
                         
                         
Cash Flows From Investing Activities:
                       
Advance  receivable - related party
    -       (1,123 )     (1,123 )
Repayment of advance receivable - related party
    -       1,123       1,123  
Purchase of fixed assets
    -       (2,099 )     (28,561 )
Net Cash Used In Investing Activities
    -       (2,099 )     (28,561 )
                         
                         
Cash Flows From Financing Activities:
                       
Repayment of loan payable- related party
    -       (23,881 )     (66,276 )
Expenses paid by shareholder on Company's behalf
    -       -       60,871  
Proceeds from loans payable-related party
    63,884       22,174       156,666  
Proceeds from notes payable-related party
    1,500       -       20,000  
Proceeds from issuance of common stock
    -       900,000       1,480,050  
Net Cash Provided by Financing Activities
    65,384       898,293       1,651,311  
                         
Net Increase / (Decrease) in Cash
    19,778       (5,787 )     25,004  
                         
Cash at Beginning of Period
    5,226       8,202       -  
                         
Cash at End of Period
  $ 25,004     $ 2,415     $ 25,004  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ 888     $ 948  
Cash paid for taxes
  $ -     $ -     $ -  
                         
Supplemental disclosure of non-cash investing and financing activities:
                       
                         
During the year ended July 31,2010, the Company's principal stockholder forgave loans of $24,262. The forgiveness was treated as contributed capital from the principal stockholder.
 

 
4

 
 
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.

Gold American Mining, Corp. (an exploration stage company) (the "Company") was incorporated under the name of Golf Alliance Corporation and under the laws of the State of Nevada on July 2, 2007.  Gold American Mining, Corp. is a precious metal mineral acquisition, exploration and development company.

Golf Alliance Corporation pursued its original business plan to provide opportunities for golfers to play on private golf courses normally closed to them due to the membership requirements of the private clubs. During the year ended July 31, 2010, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration.

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

The Company is in the exploration stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 (formerly Statement of Financial Accounting Standards (“SFAS”) No.7, “Accounting and Reporting by Exploration Stage Enterprises”).

On March 5, 2010, the Company amended its articles of incorporation to (1) to change its name to Silver America, Inc. and (2) increased its authorized common stock from 100,000,000 to 500,000,000.

On June 23, 2010 the Company amended its articles of incorporation to change its name to Gold American Mining Corp.

(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 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 April 30, 2012 and July 31, 2011, the Company had no cash equivalents.

 
5

 
 
(D) Exploration and Development Costs
 
Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property in accordance with FASB Accounting Standards Codification No. 930, Extractive Activities- Mining. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.

Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.

During the nine months ended April 30, 2012 and 2011, the Company recorded exploration costs of $6,021 and $1,656,330, respectively.

(E) Property and Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for computer equipment.

In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

There were no impairment losses recorded during the nine months ended April 30, 2012 and 2011, respectively.

(F) Website Development

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350 Intangible-Goodwills and Other. Costs incurred in the planning stage of a website are expensed, while costs incurred in the development state are capitalized and amortized over the estimated three year life of the asset.  

(G) 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 April 30, 2012 and 2011 there were 990,530 and 990,530, respectively, warrants issued and outstanding that were not included in the computation of earnings per share because their inclusion is anti-dilutive.

(H) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605, Revenue Recognition.  In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company has not yet entered into any contractual obligation to deliver ore product or finished metals.

 
6

 
 
(I) 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.

(J) Stock-Based Compensation

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation.  Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date of grant at their fair value.  
Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.  The Company applies this statement prospectively.

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718.  FASB Accounting Standards Codification No. 505,  Equity Based Payments to Non-Employees  defines the measurement date and recognition period for such instruments.  In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

(K) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(L) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for prepaids, accounts payable and accrued expenses, accounts payable-related party, notes payable-related party and loans payable – related party approximate fair value based on the short-term maturity of these instruments.

(M) Reclassifications

Certain amounts in the 2011 information have been reclassified to conform with the 2012 presentation. These reclassifications had no impact on the Company’s net loss or cash flows.

 
7

 
 
NOTE 2   PROPERTY AND EQUIPMENT

At April 30, 2012 and July 31, 2011, respectively, property and equipment is as follows:

   
April 30,
 2012 
(Unaudited)
   
July 31,
 2011
 
Website Development
  $ -     $ -  
Office Equipment
    4,098       4,098  
Less: accumulated depreciation
    (1,591 )     (977 )
Total Property and Equipment
  $   2,507     $ 3,121  

Depreciation/amortization expense for the nine months ended April 30, 2012 and 2011 and for the period from July 2, 2007 (Inception) to April 30, 2012 was $614, $6,710 and $11,801 respectively.

During the year ended July 31, 2011, the Company determined that the website was fully impaired and recognized an impairment of $14,253.
 
NOTE 3   NOTES PAYABLE –RELATED PARTY

On October 10, 2011, the Company executed an unsecured, non-interest bearing, due on demand promissory note payable to its principal stockholder in the amount of $20,000 encompassing the $18,500 loaned to the Company during the year ended July 31, 2011 and an additional $1,500 loaned on August 22, 2011.  Pursuant to the terms of the note, the loans are non-interest bearing, unsecured and due on demand (See Note 6).

NOTE 4   LOANS PAYABLE – RELATED PARTY

During the nine months ended April 30, 2012, the principal stockholder loaned the Company $63,884 to pay Company expenses.  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 6).

During the year ended July 31, 2011, the principal stockholder loaned the Company $23,484 to pay Company expenses and was repaid $21,240 during the year.  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 6).

During the year ended July 31, 2010, the principal stockholder loaned the Company $41,915 to pay Company expenses and was repaid $39,274 during the year. There was $2,641 owed to the principal stockholder as of July 31, 2010 (See Note 6).  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.  The Company repaid the $2,641 to the principal stockholder during the year ended July 31, 2011.

On various dates from 2008 through 2010, the Company received $24,283 from a principal stockholder. Pursuant to the terms of the loan, the loans were non-interest bearing, were unsecured and due on demand.  During the year ended July 31, 2010, the principal stockholder forgave $24,262 and this was recorded by the Company as contributed capital (See Note 5(G) and 6).

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.  The Company repaid $3,100 of a stockholder loan and $60 of accrued interest as of July 31, 2008 (See Note 6).

 
8

 

NOTE 5   STOCKHOLDERS’ EQUITY (DEFICIENCY)

(A) Common Stock Issued for Cash

On January 25, 2011, the Company issued 800,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (400,000 warrants) for a total of $200,000 ($.25/share). Each warrant is exercisable for a two year period and has an exercise price of $0.38 per share. As of April 30, 2012, none of the warrants had been exercised.    

On September 24, 2010, the Company issued 533,333 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (266,667 warrants) for a total of  $400,000 ($.75/share). Each warrant is exercisable for a two year period and has an exercise price of $1.13 per share.  As of April 30, 2012, none of the warrants had been exercised.

On August 16, 2010, the Company issued 375,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (187,499 warrants) for a total of $300,000 ($.80/share). Each warrant is exercisable for a two year period and has an exercise price of $1.20 per share.   As of April 30, 2012, none of the warrants had been exercised.

On June 1, 2010, the Company issued 272,727 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 of a share of common stock (136,364 warrants) for a total of  $300,000 ($1.10/share).  Each warrant is exercisable for a two year period and has an exercise price of $1.65 per share.  As of  April 30, 2012, none of the warrants had been exercised.

On April 30, 2010, the Company issued 333,333 shares of common stock for $200,000 ($0.60/share).

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/share).

(B) In-Kind Contribution
 
For the nine months ended April 30, 2012, the Company recorded $450 of legal fees as an in kind contribution.

For the nine months ended April 30, 2012 the shareholder of the Company contributed $1,985 of interest on behalf of the Company (See Note 6).

For the year ended July 31, 2011 the shareholder of the Company contributed $182 of interest on behalf of the Company (See Note 6).

For the year ended July 31, 2010 the shareholder of the Company contributed $4,320 of services on behalf of the Company (See Note 6).

For the year ended July 31, 2010 the shareholder of the Company contributed $627 of in kind contribution of interest on behalf of the Company (See Note 6).

For the year ended July 31, 2009 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 6).

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 6).

For the year ending July 31, 2008 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 6).

For the year ending July 31, 2007 the shareholder of the Company contributed $1,080 of services on behalf of the Company (See Note 6).

 
9

 
 
(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.
 
On June 23, 2010, the Company amended its Articles of Incorporation to change its name to Gold American Mining Corp.

(D) Return of Common Stock

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.

(E) Stock Issued for Mining Rights

On July 31, 2011 the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 7).

On April 30, 2011 the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 7).

On December 31, 2010, the Company issued 100,000 shares of common stock having a fair value of $101,000 ($1.01/share) in exchange for mining rights (See Note 7).

On October 31, 2010, the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 7).
 
On June 30, 2010, the Company issued 100,000 shares of common stock having a fair value of $52,000 ($0.52/share) in exchange for mining rights (See Note 7).

On April 26, 2010, the Company issued 100,000 shares of common stock having a fair value of $101,000 ($1.01/share) in exchange for mining rights (See Note 7).

On April 28, 2010, the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 7).

(F) Stock Issued for Services

On May 1, 2011 the Company issued 10,000 shares of common stock having a fair value of $1,100 ($0.11/share) in exchange for consulting services (See Note 7).

On February 1, 2011 the Company issued 10,000 shares of common stock having a fair value of $2,400 ($0.24/share) in exchange for consulting services (See Note 7).

On February 1, 2011 the Company issued 37,500 shares of common stock having a fair value of $9,000 ($0.24/share) in exchange for consulting services (See Note 7).

On January 31, 2011 the Company issued 10,000 shares of common stock having a fair value of $2,500 ($0.25/share) in exchange for consulting services (See Note 7).

 
10

 
 
On November 1, 2010, the Company issued 37,500 shares of common stock having a fair value of $30,000 ($0.80/share) in exchange for consulting services (See Note 7).

On August 23, 2010, the Company issued 10,000 shares of common stock having a fair value of $8,700 ($0.87) in exchange for consulting services (See Note 7).

On August 1, 2010, the Company issued 37,500 shares of common stock having a fair value of $35,250 ($0.94/share) in exchange for consulting services (See Note 7).

On May 7, 2010, the Company issued 37,500 shares of common stock having a fair value of $48,375 ($1.29/share) in exchange for consulting services (See Note 7).

(G) Cash contributed on Company’s behalf

During the year ended July 31, 2010, the principal stockholder forgave loans of $24,262 and this was recorded by the Company as contributed capital (See Note 4 and 6).
 
(H) Expenses paid on Company’s behalf
 
During the year ended July 31, 2010, the principal stockholder paid $60,871 of expenses on the Company’s behalf, which was recorded as an in kind contribution of capital (See Note 6).

(I) Stock Split

On March 5, 2010, the Company implemented a 50 for 1 forward stock split. Upon effectiveness of the stock split, each shareholder received 50 shares of common stock for every share of common stock owned as of March 5, 2010. All share and per share references have been retroactively adjusted to reflect this 50 to 1 forward stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.

(J)   Warrants Issued for Cash

The following tables summarize all warrant grants for the nine months ended April 30, 2012 and the related changes during this period are presented below:

   
Number of
 Options
   
Weighted
Average
Exercise
 Price
 
Stock Warrants
           
             
Balance at July 31, 2011
    990,530     $ .91  
Granted
    -     $ -  
Exercised
     -     $ -  
Forfeited
    -     $ -  
Balance at April 30, 2012
    990,530     $ 0.91  
Weighted Average Fair Value of Options Granted
          $ 0.91  
 
 
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 2012 Outstanding Warrants
   
Warrants Exercisable
                     
Range of
Exercise Price
   
Number
Outstanding at
April 30, 2012
 
Weighted
Average Remaining
   Contractual Life   
 
Weighted
Average
Exercise Price
   
Number
Exercisable at
April 30, 2012
   
Weighted
Average
Exercise Price
 
$ 0.38 - $1.65       990,530  
0.38 years
  $ 0.91       990,530     $ 0.91  
 
 2011 Outstanding Warrants
   
Warrants Exercisable
                     
Range of
Exercise Price
   
Number
Outstanding at
April 30, 2011
 
Weighted
Average Remaining
   Contractual Life   
 
Weighted
Average
Exercise Price
   
Number
Exercisable at
April 30, 2011
   
Weighted
Average
Exercise Price
 
$ 0.38 - $1.65       990,530  
1.38 years
  $ .91       990,030     $ 0.91  

NOTE 6   RELATED PARTY TRANSACTIONS
 
For the nine months ended April 30, 2012 the shareholder of the Company contributed $1,985 of interest on behalf of the Company (See Note 5(B)).

During the nine months ended April 30, 2012, the principal stockholder loaned the Company $63,884 to pay Company expenses.  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 4).

During the nine months ended April 30, 2012, the Company paid $0 and accrued an additional $22,500 to its President for consulting services. The total amount owed to the President for consulting services is $60,000 as of April 30, 2012.

On October 10, 2011, the Company executed an unsecured, non-interest bearing, due on demand promissory note payable to its principal stockholder in the amount of $20,000 encompassing the $18,500 loaned to the Company during the year ended July 31, 2011 and an additional $1,500 loaned on August 22, 2011.  Pursuant to the terms of the note, the loans are non-interest bearing, unsecured and due on demand (See Note 3).
 
During the year ended July 31, 2011, the Company paid $52,500 and accrued $37,500 to its President for consulting services.

During the year ended July 31, 2010, the Company paid $22,500 to its President for consulting services.
 
On various dates from 2008 through 2010, the Company received $24,283 from a principal stockholder. Pursuant to the terms of the loan, the loans were non-interest bearing, were unsecured and due on demand.  During the year ended July 31, 2010, the principal stockholder forgave $24,262 and this was recorded by the Company as contributed capital (See Note 4 and 5(G)).

During the year ended July 31, 2011, the principal stockholder loaned the Company $23,484 to pay Company expenses and was repaid $21,240 during the year ended July 31, 2011.  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.  As of July 31, 2011 the outstanding balance of the loans was $20,744.  The Company has imputed an interest rate of 6% per anum upon the loans.  Accordingly, interest expense and an in-kind contribution to additional paid in capital of $182 was recorded as of and for the year ended July 31, 2011 (See Note 4 and 5(B)).
 
 
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During the year ended July 31, 2010, the principal stockholder loaned the Company $41,915 to pay Company expenses and was repaid $ 39,274 during the year. There was $2,641 owed to the principal stockholder as of July 31, 2010 (See Note 4).  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.  The Company repaid the $2,641 to the principal stockholder during the year ended July 31, 2011.

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 (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 5(B).

For the year ended July 31, 2010, the shareholder of the Company contributed $4,320 of services on behalf of the Company (See Note 5(B)).

For the year ended July 31, 2010, the shareholder of the Company contributed $627 of in kind contribution of interest on behalf of the Company (See Note 5(B)).

During the year ended July 31, 2010, the principal stockholder paid $60,871 of expenses on Company’s behalf, which was recorded as an in kind contribution of capital (See Note 5(H)).

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

NOTE 7   AGREEMENTS AND COMMITMENTS

On May 7, 2010 the Company entered into a share issuance agreement with a non-related party for share subscriptions up to $7,500,000. The subscriber shall make available to the Company by way of advances up to $7,500,000 until December 31, 2011. This agreement expired on December 31, 2011 and it was not extended. Upon receipt of the advances, the Company shall issue units of the Company at a price equal to 90% of volume weighted average closing price of the Company (ticket symbol “SILA.OB”) during the 10 previous trading days according to http://www.nasdaq.com. Each unit consists of one common share of the Company and one half share purchase warrant. Each whole warrant may be exercised within two years of the date of issuance to the purchaser at a price equal to 150% of subscription price. For the year ended July 31, 2010 the Company issued 272,727 shares of common stock for cash of $300,000 ($1.10/share) and 136,364 warrants at $1.65 per unit.  On September 24, 2010, the Company issued 533,333 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock for a total of  $400,000 ($.75/share). Each warrant is exercisable for a two year period and has an exercise price of $1.13 per share.  On August 16, 2010, the Company issued 375,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock for a total of  $300,000 ($.80/share). Each warrant is exercisable for a two year period and has an exercise price of $1.20 per share.  On January 25, 2011, the Company issued 800,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (400,000 warrants) for a total of $200,000 ($.25/share). Each warrant is exercisable for a two year period and has an exercise price of $0.38 per share (See Note 5(A) and 5(J)).  None of the aforementioned warrants had been exercised as of April 30, 2012.
 
On May 7, 2010, the Company entered into a consulting agreement with an unrelated third party to provide consulting services in exchange for $7,500 per month and 37,500 share of Common Stock for every three months while the agreement remains in place. Effective February 1, 2011, the consulting services fee was reduced to $1,500 per month.  For the year ended July 31, 2010 the Company issued 37,500 shares of common stock with a fair value of $48,375 and paid $22,500 in consulting fees.  For the nine months ended April 30, 2011, the Company issued 112,500 shares of common stock with a fair value of $74,250 and paid $49,500 in consulting fees (See Note 5(F)).  This agreement was terminated in April 2011.
 
 
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On April 28, 2010, Gold American Mining Corp (the “Company) and four individuals collectively referred to as the “Optionor” entered into a mineral property option agreement.  The Company acquired an option to acquire an option to acquire 72% interest in an approximately 245 acres property located in Clark County, Nevada (the “Property’).  To exercise the option the Company shall pay cash, issue common shares of the Company’s stock and fund exploration and development expenditures on the Property.  The cash payments contemplated in the agreement total $272,000 and are distributed in installments from the date of the agreement through June 30, 2010.  The number of Company’s shares to be issued total 2,000,000 and are to be distributed in installments from the date of the agreement through January 31, 2012.  The Company is also obligated to fund a minimum of $750,000 and at the Company’s sole discretion up to $1,000,000 worth of exploration and development on the Property beginning April 30, 2011 and continuing through April 30, 2012.   As of July 31, 2011, the Company issued 1,500,000 shares of common stock having a fair value of $1,515,000 (See Note 5(E)) and paid $272,000 in cash payment. As part of the $750,000 work commitment, the Company is to provide $400,000 on or before April 30, 2011 and $350,000 on or before April 30, 2012.  Finally, the Company is to issue 500,000 shares on January 31, 2012.

The Company incurred $0 in expenditures during the year ended July 31, 2011, therefore the agreement went into default and terminated as of July 31, 2011. Therefore, the Company issued the final 500,000 shares of common stock having a fair value of $505,000 as of July 31, 2011. 

On March 5, 2010, Gold American Mining Corp. (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 the Company an option to acquire a 90% undivided interest in an approximately 282.83 hectare property located in Zacatcas State, Mexico (the “Property”). The Company entered into a definitive agreement on April 26, 2010.  A brief description of the material terms and conditions of the option contemplated by the agreement 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 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 worth of exploration and development on the Property beginning June 30, 2011 and continuing through December 30, 2013 according the following schedule:
 
 
Upon signing the letter of intent the Company paid Yale $10,000 in refundable deposit

 
Upon signing of a Definite Agreement the Company paid $10,000 and issued 100,000 shares of common stock having a fair value of $101,000

 
For the year ended July 31, 2010 the Company paid $20,000 and issued 100,000 shares of common stock (See Note 5(E)).

 
On or before December 30, 2010, the Company will pay $30,000 and issue 100,000 shares of common stock.  On December 31, 2010, the Company paid $30,000 and issued 100,000 shares of common stock (See Note 5(E)).

 
On or before June 30, 2011, the Company was required to pay $50,000 and issue 100,000 shares of common stock. and have minimum expenditures of $400,000. As of July 31, 2011, Yale issued a waiver regarding the required cash payment and stock issuance.

 
On or before December 30, 2011, the company will pay $50,000 and issue 100,000 shares of common stock.  The Company did not pay this required cash payment and stock issuance because effective February 21, 2012, the agreement was terminated and no additional cash payments and share issuance are due.  The agreement is no longer in effect.  

 
On or before June 30, 2012, the Company will pay $75,000 and issue 100,000 shares of common stock
 
 
14

 
 
 
On or before December 30, 2012, the company will pay $100,000, issue 100,000 shares of common stock and have minimum expenditures of an additional $700,000

 
On or before June 30, 2013, the Company will pay $200,000 and issue 100,000 share of common stock

 
On or before December 30, 2013, the Company will pay $355,000, issue an 200,000 shares of common stock and have minimum expenditures of an additional $900,000
 
Upon the execution and exercise of the option, Yale will transfer a 90% undivided interest in the property to the Company.  As of July 31, 2011, the Company issued 300,000 shares of common stock having a fair value of $254,000 (See Note 5(E)) and paid $50,000 in cash payments.
 
On August 4, 2010, Gold American Mining Corp (the “Company”) and three individuals collectively referred to as the “Optionor” entered into a mineral property option agreement.  The Company acquired a 100% interest in an approximately 178 acres property located in Opodepe Municipality, Sonara Sate, Mexico.  To exercise the option the Company shall pay cash and fund exploration and development expenditures on the Property.  The cash payments contemplated in the agreement total $765,000 and are distributed in installments from the date of the agreement through December 31, 2012, in the following installments:
 
 
Upon the execution of the agreement the Company paid $40,000 on August 23, 2010.
 
 
On or before December 23, 2010 the Company will pay $50,000.
 
 
On or before June 23, 2011 the Company will pay $50,000.
 
 
On or before December 23, 2011 the Company will pay $50,000.
 
 
On or before June 23, 2012, the Company will pay $175,000.
 
 
On or before December 23, 2012 the Company will pay $400,000.
 
In addition to the above payment schedule the Company will pay a 1% royalty as a result of the exploitation activities or a $500,000 lump sum payment upon the Company’s discretion.  Effective December 22, 2010 the agreement has been terminated and no additional payments are due.
 
On August 23, 2010 the Company signed a consulting agreement with an unrelated party in exchange for $1,000 per month and 10,000 shares of common stock every three months. For the nine months ended April 30, 2011 the Company issued 30,000 shares of common stock with a fair value of $11,200 and paid $7,400 in consulting fees (See Note 5(F)).  This agreement was terminated as of August 1, 2011. 
 
NOTE 8   GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company is in the exploration stage with minimal operations, has a net loss since inception of $4,142,553 and used cash in operations of $1,597,746 from inception. In addition, there is a working capital deficiency of $148,132 and a stockholders’ deficiency of $145,625 as of April 30, 2012.  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.

Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
 
NOTE 9   SUBSEQUENT EVENT

Subsequent to April 30, 2012, the principal stockholder loaned the Company $524 to pay Company expenses.  Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.
 

 
15

 
 
ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Gold American Mining Corp (the “Company”) is 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 a 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, 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.  On June 23, 2010, we effected a name change from Silver America, Inc., to “Gold American Mining Corp.” in order to better reflect the nature of our operations as a precious metal mining and exploration company, with a more specific emphasis on gold exploration.

Our plan of operation is to option, acquire, explore and develop precious metals properties in North America in order to ascertain whether they possess economic quantities of gold and/or silver in accordance with available funds. At present, the Company doesn’t have any material agreements with respect to its intended primary business.

Recent Business Developments

On April 26, 2010, we entered into a definitive option agreement (“Guadalupe Option Agreement”) with Yale Resources Ltd. (“Yale”) with respect to our acquisition of an exclusive option (the “Option”) to purchase an undivided 90% interest in those two certain mining concessions in Zacatecas State, Mexico, covering approximately 282.83 hectares (the “Guadalupe Property”).  The Guadalupe Option Agreement was entered into pursuant to a binding letter of intent between the parties (the “LOI”) dated March 5, 2010.

Pursuant to the terms of the Option, we were to pay cash to Yale, issue restricted shares of Company’s common stock to Yale, and fund exploration and development expenditures on the Guadalupe Property.  The cash payments contemplated under the agreement totaled $900,000 and were 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 were to be distributed in installments from the date of the definitive agreement through December 30, 2013.  The Company was also obligated to fund a total of $2,000,000 worth of exploration and development on the Guadalupe Property by December 30, 2013.  Upon the execution and exercise of the Option, Yale was to transfer a 90% undivided interest in the Guadalupe Property to the Company and act as the operator for the project, should the earn-in be completed, in exchange for a 10% participating interest in the Guadalupe Property as well as a 2% NSR.

While conducting due diligence in connection with the Guadalupe Option and Guadalupe Property, during the quarter ended April 30, 2011, we learned that the validity of one of the two mining concessions may have been questionable.  During the quarter ended July 31, 2011, enquiries were made regarding a possible legal challenge to the ownership of the Guadalupe Property and we learned that a third-party threatened to challenge title. Although we started preliminary negotiations with this third-party, through Yale, the negotiations did not lead to an agreement to solve the dispute. Subsequently, we learned that the third-party may have filed a lawsuit against the underlying owner of the Guadalupe Property. Effective February 21, 2012 the option agreement was terminated and no additional payments are due.

On April 28, 2010, we entered into a definitive option agreement (the “Keeno Strike Option Agreement”) with four individuals (collectively, the “Optionor”) with respect to our acquisition of an exclusive option (the “Keeno Option”) to purchase an undivided 72% interest in 12 mining claims and a mill site claim containing approximately 245 acres, located in Clark County, Nevada (“Keeno Property”).  To exercise the Keeno Option, we were to pay cash to the Optionor, issue restricted shares of Company’s common stock to Optionor, and fund exploration and development expenditures on the Keeno Property.  The cash payments contemplated under the agreement totaled $272,000 to be paid in installments on or before June 30, 2010, such payments having been completed as of the date of the filing of our last Annual Report on Form 10-K. The number of Company shares to be issued to Optionor totaled 2,000,000 and were to be distributed in installments from the date of the definitive agreement through October 31, 2011.  The Company needed to fund a minimum of $750,000 worth of exploration and development on the Keeno Property, with at least $400,000 to be incurred or funded on or before April 30, 2011 and $350,000 to be incurred or funded on or before April 30, 2012.  Upon our fulfillment of each of the above-referenced conditions and exercise of the Keeno Option, the Optionor was to transfer an undivided 72% interest in the Keeno Property to us. Instead, we have chosen not to exercise the option by not funding the $400,000 in work commitments, which were due on or before April 30, 2011, and the Option Agreement has been terminated.
 
 
16

 

On August 4, 2010, the Company and three individuals entered into a mineral property option agreement to acquire 100% interest in an approximately 178 acres parcel located in Opodepe Municipality, Sonara Sate, Mexico (“La Escondida” project). To exercise the option the Company was to pay cash and fund exploration and development expenditures on the project. The cash payments contemplated in the agreement totaled $765,000 and were to be distributed in installments from the date of the agreement through December 31, 2012. In addition, the Company was to pay a 1% royalty as a result of the exploitation activities or a $500,000 lump sum payment at the Company’s discretion. Effective December 22, 2010 the La Escondida project was terminated and no additional payments are due.

Current Operation

We currently have no active option agreements and we are not pursuing the Guadalupe Property, Keeno Property or La Escondida properties.

Results of Operations

Expenses

Nine-months ended April 30, 2012 compared to the nine-months ended April 30, 2011

We had a net loss of $81,294 for the nine-months ended April 30, 2012, which was $1,953,215 lower than the net loss of $2,034,509 for the nine-months ended April 30, 2011.  This change in our results over the two periods is primarily the result of decreases in professional fees, consulting expenses, exploration costs and general and administrative expenses due to the termination of various consulting agreements and option agreements.  The following table summarizes key items of comparison and their related increase (decrease) for the nine-months ended April 30, 2012 and 2011:

 
   
Nine-Months Ended
       
   
April 30,
   
Increase
 
   
2012
   
2011
   
(Decrease)
 
                   
Revenues
 
$
0
   
$
0
   
$
0
 
Professional Fees
   
35,993
     
58,620
     
(22,627
Consulting Expenses
   
22,500
     
243,850
     
(221,350
)
Exploration Costs
   
6,021
     
1,656,330
     
(1,650,309
General and Administrative
   
14,795
     
74,921
     
(60,126
                         
Total Operating Expenses
   
79,309
     
2,033,721
     
(1,954,412
                         
(Loss) from Operations
   
(79,309
)
   
(2,033,721
)
   
1,954,412
 
                         
Net Interest Income (Expense)
   
(1,985
)
   
(788
)
   
(1,197
                         
Loss from Operations Before Taxes
   
(81,294
)
   
(2,034,509
)
   
(1,953,215
)
                         
Net Loss
 
 $
(81,294
)
 
$
(2,034,509
)
 
$
(1,953,215
)

Liquidity And Capital Resources

Our balance sheet as of April 30, 2012, reflects assets of $27,511, which consist of $25,004 in cash and $2,507 in computing equipment. We had cash in the amount of $25,004 and a working capital deficit in the amount of $148,132 as of April 30, 2012. Thus, 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

   
April 30,
2012
(unaudited)
   
July 31,
2011
 
             
Current assets
 
$
25,004
   
$
10,400
 
Current liabilities
   
173,136
     
80,287
 
Working capital deficit
 
$
(148,132
)
 
$
(69,887

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.
 
 
17

 

Going Concern Consideration

As reflected in the accompanying financial statements, the Company is in the exploration stage with no revenue generating operations and has a net loss since inception of $4,142,553 and used cash in operations of $1,597,746 from inception. In addition, there is a working capital deficiency of $148,132 and a stockholders’ deficiency of $145,625 as of April 30, 2012. 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.

From 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. 

   
Nine-Months Ended
 
   
April 30,
 
   
2012
   
2011
 
             
Net Cash Used in Operating Activities
 
$
(45,606
)
 
 $
(901,981
)
Net Cash Used in Investing Activities
   
0
 
   
(2,099
Net Cash Provided by Financing Activities
   
65,384
     
898,293
 
Net Increase (Decrease) in Cash
 
$
19,778
   
(5,787
)

Operating Activities

Net cash flow used in operating activities during the nine-months ended April 30, 2012 was $45,606 – a decrease of $856,375 from the $901,981 net cash outflow during the nine-months ended April 30, 2011. This decrease in the cash used in operating activities was primarily due to the significantly lower level of exploration activities of the Company.

Investing Activities

Cash used in investing activities during the nine-months ended April 30, 2012 was nil – a decrease of $2,099 when compared to the figures during the nine-months ended April 30, 2011. This decrease in the cash used in investing activities was primarily due to the purchase of computer equipment.

Financing Activities

Financing activities during the nine-months ended April 30, 2012, provided $65,384 to us, a decrease of $832,909 from the $898,293 provided by financing activities during the nine-months ended April 30, 2011. During the nine-months ended April 30, 2012, the company received $65,384 in the form of loans and notes from related parties.

On May 7, 2010, we entered into an Equity Issuance Agreement with ZUG Financing Group S.A. (“ZUG”) wherein ZUG has agreed to advance up to $7,500,000 to our Company until December 31, 2011. As of October 31, 2011, ZUG had advanced $1,200,000 to the Company under the terms of the Equity Issuance Agreement. The Equity Issuance Agreement expired on December 31, 2011 and it wasn’t renewed.
 
 
18

 
 
Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.
 
The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain. Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain. As of April 30, 2012, the Company had no projects with proven reserves.

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.
 
 
19

 

ITEM 4.     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 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.
 
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.
 
 
20

 

PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances.  We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

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.     MINE SAFETY DISCLOSURES
 
Not Applicable.
 
ITEM 5.     OTHER INFORMATION

None.
 
 
21

 
 
ITEM 6.     EXHIBITS

Exhibit No.
 
Description
     
 
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 
 
 
22

 
 
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 thereunto duly authorized.

 
GOLD AMERICAN MINING CORP.
 
       
Date:  June 14, 2012
By:
/s/ Johannes Petersen
 
   
Johannes Petersen
 
   
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Chairman of the Board of Directors
 
 
 
23

 

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