SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Gold Lakes Corp.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

380624106

(CUSIP Number)

 

Flex Mining Ltd.

4540 21 st N.W.

Calgary, Alberta, Canada T3B 0W4

(403) 585-3338

(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)

 

With a copy to:

 

Mark C. Lee, Esq.

Greenberg Traurig, LLP

1201 K Street, Suite 1100

Sacramento, California 95814

 

February 3, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 ("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. 380624106

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1

NAME OF REPORTING PERSONS

 

Flex Mining Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

SC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

22,100,000

8

SHARED VOTING POWER

 

9

SOLE DISPOSITIVE POWER

 

22,100,000

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,100,000

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)

 

66.72% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

_______________

(1) Based on 33,125,645 shares of Common Stock outstanding on March 23, 2016.

 

 
 
 

 

CUSIP No. 380624106

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Item 1. Security and Issuer

 

This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 28, 2015 (the "Schedule 13D") relating to the shares of common stock, $0.001 par value per share ("Common Stock") of Gold Lakes Corp., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3401 Enterprise Parkway, Suite 340, Beachwood, Ohio 44122. Except as amended and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D.

 

Item 2. Identity and Background

 

(a)

This Amendment No. 1 to Schedule 13D is being filed by Flex Mining Ltd. (the "Reporting Person").

(b)

The business address of the Reporting Person is 4540 21st N.W., Calgary, Alberta, Canada T3B 0W4.

(c)

The principal business of the Reporting Person is mining and mineral exploration.

(d)

During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years the Reporting Person was not 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.

(f)

Not applicable.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On February 3, 2016, the Reporting Person transferred an aggregate of 1,400,000 shares (the "Shares") of Common Stock to certain individuals (collectively, the "Transferees") as bona fide gifts.

 

Item 4. Purpose of the Transaction

 

The Reporting Person transferred the Shares to the Transferees as bona fide gifts.

 

Subject to on going evaluation, except as set forth above, the Reporting Person has no current plans or proposals which relate to or would result in any of the following:

 

(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;

 

 
 
 

 

CUSIP No. 380624106

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(f)

Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)

Changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which September 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, as amended; or

(j)

Any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

(a)

The Reporting Person beneficially owns 22,100,000 shares of Common Stock, which represent approximately 66.72% of the outstanding shares of Common Stock.

(b)

The Reporting Person has the sole power to vote and the sole power to dispose of 22,100,000 shares of Common Stock, which represent approximately 66.72% of the outstanding shares of Common Stock.

(c)

No transactions in the Issuer's Common Stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above.

(d)

Not applicable.

(e)

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Reference is made to the transactions stated in Item 3 above.

 

Item 7. Material to be Filed as Exhibits

 

Not applicable.

 

 
 
 

 

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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.

 

 

 

FLEX MINING LTD.

 

     
Dated: April 1, 2016 By: /s/ Christian Simmerling

 

 

 

Christian Simmerling

 

 

 

President and CEO