Gold Hills Mining, Ltd.
100 Wall Street, 10th Floor
New York, NY 10005
Via Edgar Private Correspondence Filing
March 28, 2013
U.S. Securities & Exchange Commission
Division of Corporation Finance
Attention: John Reynolds
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
Re: Gold Hills Mining, Ltd. (the “Company”)
Form 10-K for Fiscal Year Ended June 30, 2012
Filed October 15, 2012
File No. 000-50423
Ladies and Gentlemen:
This letter is submitted to the U.S. Securities & Exchange Commission (the “Commission”) in response to the comment letter issued by the Commission’s Staff on February 21, 2013 (the “Comment Letter”) in respect of the Annual Report on Form 10-K (the “Annual Report”) filed by Gold Hills Mining, Ltd. (the “Company”) on October 15, 2012. We have taken note of the Staff’s comments to make revisions to all applicable parts of the Annual Report. We have made conforming changes throughout the Annual Report responsive to the Staff’s requests for further details and information in the Comment Letter to which we respond below.
All of the responses contained herein have been included in the Annual Report.
We list the number of each of the Staff’s comments prior to each of our responses set forth below.
Form 10-K for Fiscal Year Ended June 30, 2012
Acquisition of Mineral Rights in Brazil’s Carajas Mining District, page 6
1. We have conformed the Annual Report pursuant to the Staff’s instructions.
U.S. Securities & Exchange Commission Gold Hills Mining, Ltd.
Comment Responses ______________________________ March 28, 2013
2. Please see pages 7-9, where this information has been provided regarding the Company’s Serra do Ouro (“Gold Hills”) project. Please see pages 11-12, where this information has been provided regarding the Company’s Serra do Sereno (“Misty Hills”) project.
3. Please see pages 8-11, where this information has been provided regarding the Company’s Gold Hills project. Please see pages 12-13, where this information has been provided regarding the Company’s Misty Hills project.
4. Please see pages 6-7, where this information has been provided regarding the Company’s Gold Hills project. Please see page 11, where this information has been provided regarding the Company’s Misty Hills project.
5. Please see pages 9-10, where this information has been provided regarding the Company’s Gold Hills project. Please see pages 12-13, where this information has been provided regarding the Company’s Misty Hills project.
6. Please see page 10, where this information has been provided regarding the Company’s Gold Hills project. Please see page 13, where this information has been provided regarding the Company’s Misty Hills project.
7. Please see pages 8-9, where this information has been provided regarding the Company’s Gold Hills project. Please see page 12, where this information has been provided regarding the Company’s Misty Hills project.
Plan of Operation, page 20
8. We have conformed the document pursuant to the Staff’s instructions.
[Acknowledgment and Signature Page Follow]
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U.S. Securities & Exchange Commission Gold Hills Mining, Ltd.
Comment Responses ___________________ March 28, 2013
The Company respectfully acknowledges to the SEC the following statements:
· | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
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· | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
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· | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States |
Please do not hesitate to contact the undersigned or our counsel if you have any questions or comments in regard to this letter or the information contained herein. Thank you very much.
Sincerely yours,
/s/Gabriel Margent
Gabriel Margent
Chief Financial Officer
cc: Travis L. Gering, Esq.
Wuersch & Gering LLP
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