UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GOLD HILLS MINING, LTD.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
38061A 103
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(CUSIP Number)
Tumlins Trade Inc.
Trident Chambers, P.O. Box 146
Road Town, Tortola D8
Attn: Walter Schumacher
Telephone: 011 41 43 210 2323
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 21, 2012
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 38061A 103
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(1) Names of reporting persons.
Tumlins Trade Inc.
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(2) Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
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(3) SEC use only.
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(4) Source of funds (see instructions).
OO
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e). ¨
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(6) Citizenship or place of organization.
British Virgin Islands
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(7) Sole voting power: 1,639,972
(8) Shared voting power: 0
(9) Sole dispositive power: 1,639,972
(10) Shared dispositive power: 0
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(11) Aggregate amount beneficially owned by each reporting person.
1,639,972
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(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions).
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(13) Percent of class represented by amount in Row (11).
4.8%
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(14) Type of reporting person (see instructions).
CO
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* Calculated on the basis of 34,206,313 issued and outstanding shares of the Issuer as of May 15, 2013 reported on a Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 15, 2013.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.00001 per share (the “Common Stock”) of Gold Hills Mining, Ltd., a Nevada corporation (the “Issuer”). The Issuer’s principal executive office is located at 100 Wall Street, 10th Floor, New York, NY 10005.
Item 2. Identity and Background.
(a) The name of the Reporting Person is Tumlins Trade Inc.
(b) Business Address:
Tumlins Trade Inc.
Trident Chambers, P.O. Box 146
Road Town, Tortola D8
Attn: Walter Schumacher
(c) Principal Occupation:
Tumlins Trade Inc. is an investment company.
(d) None of the entities or individuals identified in Item 2(a) of this Statement have, during the five years prior to the date hereof, been convicted in a criminal proceedings (excluding traffic violations or similar minor violations).
(e) None of the entities or individuals identified in Item 2(a) of this Statement have, during the five years prior to the date hereof, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship/Jurisdiction of Organization:
Tumlins Trade Inc. is incorporated in British Virgin Islands.
Item 3. Source and Amount of Funds or Other Consideration.
On December 21, 2012, the Issuer entered into an agreement with Tumlins Trade Inc. pursuant to which certain amounts owed by the Issuer to Tumlins Trade Inc. were converted into restricted shares of the Issuer’s common stock. The Issuer previously issued two Promissory Notes to Tumlins Trade Inc., dated as of April 3, 2012 and November 14, 2012, pursuant to which the Issuer owed principle in the amount of $500,000 and interest totaling $15,154.11 (collectively, the “Loans”). The principle and interest of the Loans totaling $515,154.11 were converted into 20,606,164 restricted shares of the Issuer’s common stock, par value $.00001 per share. The Loans were converted into shares of the Issuer’s common stock, at a conversion price equal to 50% of the 20 day average closing price of the Issuer’s common stock as of December 18, 2012, which is equal to $0.025 per share. As of December 21, 2012, these shares constituted 55.3% of the Issuer’s 37,229,555 issued and outstanding shares. On February 19, 2013, the Issuer effected a reverse stock split pursuant to which each one hundred shares of the Issuer’s common stock issued and outstanding immediately prior to the record date were automatically converted into one share of the Issuer’s common stock. Following such reverse stock split, Tumlins Trade Inc. owned 206,062 of the Issuers’ common stock. On February 21, 2013, the Issuer entered into agreements with Tumlins Trade Inc. pursuant to which debts owed by the Issuer to Tumlins Trade Inc. totaling $143,391, were converted into 1,433,910 shares of the Issuer’s common stock, at a conversion price of $.10 per share. $43,000 of this amount was assigned to Tumlins Trade Inc. by CRG Finance AG, a creditor of the Issuer. In consideration for the assignment of such debt, Tumlins Trade Inc. has entered into a note with CRG Finance AG, pursuant to which Tumlins Trade Inc. has agreed to pay CRG Finance AG principal in the amount of $43,000 plus interest at an annual rate of 7.5%. Such principal and interest shall be due on thirty days notice following the first anniversary of the date of the note. As of the date of this Schedule 13D, Tumlins Trade Inc. owns 1,639,972 shares of the Issuer’s common stock, representing 4.8% of the Issuer’s issued and outstanding common stock.
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Item 4. Purpose of Transaction.
Except as otherwise set forth above, no Reporting Person has any present plan or proposal that relates to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) Name |
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Shares Beneficially Owned |
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Percentage* |
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Tumlins Trade Inc. |
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1,639,972 |
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4.8% |
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(b) Name |
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Shares |
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Tumlins Trade Inc. |
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1,639,972 |
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* Calculated on the basis of 34,206,313 issued and outstanding shares of the Issuer as of May 15, 2013 reported on a Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 15, 2013.
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
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Exhibit 99.1 |
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Promissory Note from Tumlins Trade Inc. to CRG Finance AG in the amount of $43,000, dated as of February 18, 2013. | |||
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[Signature Page Follows]
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 18, 2013
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Tumlins Trade Inc. | ||
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By: /s/ Walter Schumacher
Name: Walter Schumacher
Title: Director
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Exhibit 99.1
PROMISSORY NOTE
THIS PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED HEREIN. ANY ATTEMPTED TRANSFER OF THIS PROMISSORY NOTE IN VIOLATION OF SUCH TERMS SHALL BE NULL AND VOID AND OF NO EFFECT. THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF THIS PROMISSORY NOTE MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR AVAILABLE EXEMPTIONS THERETO.
***US$43,000.00***
FOR VALUE RECEIVED, the undersigned borrower (the “Borrower”), hereby promises to pay to the order of the CRG Finance AG (“Lender”), at such time, place and in such manner as Lender may specify in writing, the principal amount of Forty-Three Thousand U.S. Dollars (the “Principal”) pursuant to the terms and conditions specified herein (this “Note”). The Borrower shall pay interest on the outstanding principal of this Note at the annual rate of 7.5% per annum, calculated based on a year of 365 days and actual days elapsed (the “Interest”).
1. The Borrower hereby promises to pay to the order of the Lender the Principal and all Interest due thereon after the first anniversary of the date of this Note, as set forth on the signature page hereto, upon delivery to the Borrower of written demand by the Lender for repayment of this Note within not less than thirty (30) calendar days (the “Due Date”), at such place and in such manner as Lender may specify in writing.
2. Any and all fees, costs, expenses and disbursements charged by financial institutions with respect to wire transfer or other transmittal charges incurred in connection with delivery of the Principal from the Lender to the Borrower shall be deemed to have been received by the Borrower from the Lender and all such amounts shall be included in the calculation of Principal hereunder.
3. This Note shall not be transferable by Borrower and the Borrower may not assign, transfer or sell all or a portion of its rights and interests to and under this Note to any persons and any such purported transfer shall be void ab initio. The Lender may transfer and assign this Note at its sole discretion subject to applicable laws, rules and regulations pertaining to such transfers as to which a legal opinion of counsel to Lender shall be required to be delivered to Borrower, in form and substance acceptable to Borrower.
4. The failure at any time of the Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of the Lender shall be cumulative and may be pursued singly, successively or together, at the option of the Lender. The acceptance by the Lender of any partial payment shall not constitute a waiver of any default
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or of any of the Lender's rights under this Note. No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by the Lender unless the same shall be in writing, duly signed on behalf of the Lender; and each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of the Lender in any other respect at any other time.
5. Any term or condition of this Note may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.
6. The Borrower represents and warrants that this Note is the valid and binding obligation of the Borrower, fully enforceable in accordance with its terms. The execution and delivery by the Borrower of this Note, the performance by the Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby does not and will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Borrower’s charter instruments; (b) conflict with or result in a violation or breach of any term or provision of any law or order applicable to the Borrower or any of its assets and properties; or (c) (i) conflict with or result in a violation or breach of, or (ii) result in or give to any person any rights or create any additional or increased liability of the Borrower under or create or impose any lien upon, the Borrower or any of its assets and properties under, any contract or permit to which the Borrower is a party or by which its assets and properties are bound.
7. If any provision of this Note is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Note will not be materially and adversely affected thereby, (i) such provision will be fully severable; (ii) this Note will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Note will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from; and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Note a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
8. Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given two days after it is sent by an internationally recognized delivery service to the address of record of the Lender or the Borrower, respectively. Any party may change its address for such communications by giving notice thereof to the other parties in conformity with this Section.
9. This Note shall be governed by and construed under the laws of the state of New York as applied to agreements entered into and to be performed entirely within such State. Each party hereby irrevocably consents to the jurisdiction of the courts of any competent jurisdiction over one or more of the parties. In any such litigation the Borrower waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to the registered corporate office
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of Borrower in the State of its incorporation. The Borrower hereby expressly waives trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Note or the validity, protection, interpretation, collection or enforcement hereof and the Borrower hereby waives the right to interpose any setoff or non-compulsory counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, counterclaim or cross-claim.
10. A default shall exist on this Note if any of the following occurs and is continuing: (i) Failure to pay Principal and any accrued Interest on the Note on or before the Due Date; (ii) Failure by the Borrower to perform or observe any other covenant or agreement of the Borrower contained in this Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower, or any other person acting under actual or purported force of law takes ownership, possession or title to Borrower property; (iv) any of the property of the Borrower is sequestered by court order; (v) a petition or other proceeding, voluntary or otherwise is filed by or against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or (vi) the Borrower makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Borrower or all or any part of its property. Upon any such default, the Borrower shall immediately notify the Lender, and upon notice to the Borrower, the Lender may declare the Principal of the Note, plus accrued Interest, to be immediately due and payable, upon which such Principal and accrued Interest shall become due and payable immediately. Interest upon default shall thereafter accrue at the rate of 15% per annum, calculated based on a year of 365 days and actual days elapsed from the date of such default.
11. The Borrower, any endorser, or guarantor hereof or in the future (individually an “Obligor” and collectively “Obligors”) and each of them jointly and severally: (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, any pledge, security, guaranty or other documents executed in connection with this Note; (b) consent to all delays, extensions, renewals or other modifications of this Note, or waivers of any term hereof or thereof, or release or discharge by the Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of the Lender or any indulgence shown by the Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by the Lender shall in any way affect or impair the Obligations (as hereinafter defined) of any Obligors or be construed as a waiver by the Lender of, or otherwise affect, any of the Lender's rights under this Note, under any endorsement or guaranty of this Note; (c) if the Borrower fails to fulfill its obligations hereunder when due, agrees to pay, on demand, all costs and expenses of enforcement of collection of this Note or of any endorsement or guaranty hereof and/or the enforcement of the Lender's rights with respect to, or the administration, supervision, preservation, protection of, or realization upon, any property securing payment hereof, including, without limitation,
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all attorney's fees, costs, expenses and disbursements, including, without further limitation, any and all fees related to any legal proceeding, suit, mediation arbitration, out of court payment agreement, trial, appeal, bankruptcy proceedings or any other actions of any nature whatsoever required on the part of Lender or Lender’s representatives to enforce this Note and the rights hereunder; and (d) waive the right to interpose any defense, set-off or counterclaim of any nature or description.
12. The Borrower will not, by amendment of its charter instruments or formation documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Borrower, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Lender of this Note against impairment. This Note shall be enforceable against all successors and assigns of Borrower. Borrower hereby covenants that all of its subsidiaries and affiliates shall jointly and severally perform this Note to the same and full extent on behalf of Borrower if Borrower is unable to perform.
13. This Note supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.
14. If the Lender loses this Note, the Borrower shall issue an identical replacement note to the Lender upon the Lender's delivery to the Borrower of a customary agreement to indemnify the Borrower reasonably satisfactory to the Borrower for any losses resulting from issuance of the replacement note.
15. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and issued on its behalf, by its duly appointed and authorized officer, as of this 18th day of February, 2013.
The Borrower: Tumlins Trade Inc.
By: /s/ Walter Schumacher
Name: Walter Schumacher
Title: Director
Lender: CRG Finance AG
By: /s/ Sergei Stetsenko
Name: Sergei Stetsenko
Title: President
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