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Verdad Telecom, Inc. – ‘SC 13D’ on 2/1/11 re: Gold Hill Resources, Inc.

On:  Tuesday, 2/1/11, at 4:02pm ET   ·   Accession #:  1185185-11-112   ·   File #:  5-85884

Previous ‘SC 13D’:  ‘SC 13D’ on 7/28/10   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/01/11  Verdad Telecom, Inc.              SC 13D                 2:79K  Gold Hill Resources, Inc.         Federal Filings, LLC/FA

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     40K 
 2: EX-1        Underwriting Agreement                              HTML      9K 


SC 13D   —   General Statement of Beneficial Ownership


This is an HTML Document rendered as filed.  [ Alternative Formats ]





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
Green Star Alternative Energy, Inc.
(Name of Issuer)
 
Common Stock, par value $.001 per share
(Title of Class of Securities)
 
393 408 208
(CUSIP Number)
 
Eric Stoppenhagen
c/o Green Star Alternative Energy, Inc.
1328 W. Balboa Blvd., Suite C, Newport Beach, CA 92661
(949) 903-0468
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
January 30, 2011
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 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 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.  393 408 20 8 
   
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)                 
(a) x
(b) ¨
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (see Instructions)
OO
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 ¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
34,900,000
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
34,900,000
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,900,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
 ¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%
14
TYPE OF REPORTING PERSON (see Instructions)
IN
 
 
 

 

CUSIP No.  393 408 20 8 
   
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Verdad Telecom, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) x
(b) ¨
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (see Instructions)
WC
 
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
34,900,000
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
34,900,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,900,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) 
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%
14
TYPE OF REPORTING PERSON (see Instructions)
CO
 
 
 

 
 
Item 1. Security and Issuer.
 
This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $.001 per share (the “Common Stock”), of Green Star Alternative Energy, Inc., a Nevada corporation (the “Company”), which has its principal executive offices at 1328 W. Balboa Blvd. Suite C, Newport Beach, CA 92661.
 
Item 2. Identity and Background.
 
This statement is being filed jointly by Verdad Telecom, Inc., a Nevada corporation (“Verdad Telecom”), and Eric Stoppenhagen, a citizen of the United States. Verdad Telecom is a consulting firm. Eric Stoppenhagen is a consultant for, and is the sole director and officer of Verdad Telecom.
 
The principal address for Mr. Stoppenhagen and Verdad Telecom is 1328 W. Balboa Blvd. Suite C, Newport Beach, CA 92661.
 
During the last five years, neither Mr. Stoppenhagen nor Verdad Telecom have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
The Share Purchase Agreement

On January 30, 2011, Verdad Telecom, a corporation organized under the laws of the Nevada, purchased an aggregate of 34,900,000 shares of the Company’s common stock from De Castro Investments Inc.  The shares owned by Verdad Telecom were acquired using general working capital funds.  After the transaction, Verdad Telecom held a total of 34,900,000 shares of Company common stock directly.  Eric Stoppenhagen holds a 100% beneficial ownership interest in Verdad Telecom through direct ownership.

The beneficial ownership of the Company’s Common Stock reported in this Schedule 13D by Verdad Telecom is based on Verdad Telecom’s ownership of 34,900,000 shares of Common Stock of the Company, and assumes a total of 63,337,543 shares of the Company’s Common Stock outstanding.
 
The beneficial ownership of the Company’s Common Stock reported in this Schedule 13D by Eric Stoppenhagen is based on his indirect ownership of 34,900,000 shares of Common Stock of the Company, and assumes a total of 63,337,543 shares of the Company’s Common Stock.
 
 
 

 
 
Item 4. Purpose of Transaction.
 
Reference is made to the disclosure set forth under Item 3 of this Schedule 13D, which disclosure is incorporated herein by reference.

All of the 34,900,000 shares of Common Stock of the Company beneficially owned by the Reporting Persons, and to which this Schedule 13D relates, are held as an investment.

The Reporting Persons are in the process of exploring a number of proposals which may result in the acquisition by a third party of additional securities of the Company; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a change in the present board of directors or management of the Company; a material change in the present capitalization or dividend policy of the Company; a material change in the Company's business or corporate structure; and/or a change in Company's charter, bylaws or instruments corresponding thereto.  Such proposals have not yet materialized.  Except as described herein, the Reporting Persons do not have any plans or proposals that would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.
 
Reference is made to the disclosure set forth under Items 3 and 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

As of January 30, 2011, Verdad Telecom owned 34,900,000 shares of Common Stock of the Company.  Assuming a total of 63,337,543 shares of the Company’s Common Stock outstanding, Verdad Telecom’s ownership constitutes approximately 55.1% of the shares of the Company’s Common Stock issued and outstanding.
 
Eric Stoppenhagen beneficially owns 34,900,000 shares of Common Stock of the Company in so far as he is the sole stockholder of Verdad Telecom and has the power to vote and direct the disposition of such securities.  Assuming a total of 63,337,543 shares of Company Common Stock outstanding, Mr. Stoppenhagen’s beneficial ownership constitutes 55.1% of the shares of the Company’s Common Stock issued and outstanding.
 
Transactions by the Reporting Persons in the Company’s Common Stock effected in the past 60 days are described in Item 3 above.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Not applicable.

Item 7. Material to be Filed as Exhibits.
 
Exhibit No.
 
 
1
 
 
 

 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
 
 
Verdad Telecom, Inc.,
a Nevada corporation
 
     
     
 
   
 
Its: President
 
     
 
Eric Stoppenhagen, an individual
 
     
 
     
     
 
 
 

 

EXHIBIT INDEX

Exhibit No.
 
 
1
 
 
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing    Date    Other Filings
Filed on:2/1/113,  8-K,  SC 13D
1/30/113,  4,  8-K
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Filing Submission 0001185185-11-000112   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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