UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
For the fiscal year ended October 31, 2013
or
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________.to _______________.
Commission file number 000-53627
Gold Hill Resources, Inc. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)		~~88-04292010 (I.R.S. Employer Identification No.)~~	88-04292010 (I.R.S. Employer Identification No.)
3751 Seneca Ave., Pahrump, NV 89048 (Address of principal executive offices - Zip Code)
Green Star Alternative Energy, Inc. 1328 W. Balboa Blvd., Suite C, Newport Beach, CA, 92661 (Former name, former address and former fiscal year, if changed since last report)
Registrant's telephone number, including area code (775)-751-6931
Registrant's telephone number, including area code (775)-751-6931
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes £ [ ] No S[x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ [ ] No [x]

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 [x ] No £[ ]

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 £ [x] No x[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £[ ]

Indicate by check mark 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-2 of the Exchange Act. (Check one):

Large accelerated filer £[ ] Accelerated filer £[ ] Non-accelerated filer £[ ] (Do not check if a smaller reporting company) Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes[ x ] No £[x]

As of ~~June~~April 30, ~~2012~~2013 (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $~~102~~2,~~517~~052,556.

As of ~~March~~January 1829, ~~2013~~2014, ~~633~~18,~~770~~285,954 shares of the common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

	Table of Contents
Part I
		Page
Item 1	Business	3
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	14
Item 2	Properties	14
Item 3	Legal Proceedings	14
Item 4	(Removed and Reserved)	14

Part II

Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	15
Item 6	Selected Financial Data	18
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	21
Item 8	Financial Statements and Supplementary Data	22
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	35
Item 9A	Controls and Procedures	35

Part III

Item 10	Directors, Executive Officers of the Registrant	37
Item 11	Executive Compensation	42
Item 12	Security Ownership of Certain Beneficial Holders and Management	44
Item 13	Certain Relationships and Related Transactions	44
Item 14	Principal Accountant Fees and Services	45

Part IV

Item 15	Exhibits, Financial Statement Schedules	47

Signatures		49

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	Table of Contents
Part I
Item 1	Business	4
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	13
Item 2	Properties	13
Item 3	Legal Proceedings	13
Item 4	(Removed and Reserved)	13
Part II
Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	14
Item 6	Selected Financial Data	15
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	18
Item 8	Financial Statements and Supplementary Data	19
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	31
Item 9A	Controls and Procedures	31
Part III
Item 10	Directors, Executive Officers of the Registrant	33
Item 11	Executive Compensation	37
Item 12	Security Ownership of Certain Beneficial Holders and Management	39
Item 13	Certain Relationships and Related Transactions	39
Item 14	Principal Accountant Fees and Services	40
Part IV
Item 15	Exhibits, Financial Statement Schedules	41
Signatures

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PART I

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements with-in the meaning of Section 27A of the Securities Act (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these statements on our beliefs and assumptions, based on information currently available to us. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, our total market opportunity and our business plans and objectives set forth under the sections entitled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Forward-looking statements are not guarantees of performance. Our future results and requirements may differ materially from those described in the forward-looking statements. Many of the factors that will determine these results and requirements are beyond our control. In addition to the risks and uncertainties discussed in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," investors should consider those discussed under "Risk Factors."

These forward-looking statements speak only as of the date of this report. We do not intend to update or revise any forward-looking statements to reflect changes in our business anticipated results of our operations, strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

Item 1. Business

~~(a) Business Development~~General

Gold Hill Resources, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 2, 2001. Prior to June 13, 2013, the completion date of the Merger, we were a public “shell” company with nominal assets. On June 4, 2013, the Company completed a private placement offering to certain institutional and ~~originally~~accredited ininvestors (“Investors”) pursuant to which the ~~travel~~Company ~~business~~sold an aggregate of 950,200 ~~where~~shares of the Company’s common stock resulting in gross proceeds of $283,173 ~~provided~~to ~~travel~~the ~~packages~~Company. The Company intends to ~~financial~~use ~~services~~proceeds ~~professionals~~of inthe ~~connection~~offering ~~with~~for ~~seminars~~working capital and to develop its element detecting technologies. The Company has no material relationship with any of the accredited investors participating in the private placement offering other than ~~professional~~in ~~education~~respect ~~events~~of the Subscription Agreements.

OnAs ~~June~~a 6,result ~~2008,~~of the ~~Company~~Merger, we byare ~~amendment~~ solely engaged in Accurate Locators’ business. With respect to ~~its~~this ~~articles~~discussion, ofthe ~~incorporation~~terms “we,” “us,” ~~changed~~“our” ~~its~~and ~~name~~“our tocompany” ~~Green~~refer ~~Star~~to ~~Alternative~~Gold ~~Energy~~Hill Resources, Inc., ~~and~~a ~~changed~~Nevada corporation and its ~~business~~wholly-owned ~~operations~~subsidiaries ~~to become~~Accurate aLocators, ~~provider~~Inc., ofan ~~energy~~Oregon ~~from~~corporation ~~wind~~incorporated on October 20, ~~water~~1997 and ~~sunlight~~Imaging Locators, Inc., ~~The~~a ~~Company~~Nevada ~~ceased~~corporation ~~this~~incorporated ~~business~~on ~~as of~~ June 3028, ~~2010~~2004.

OnGold ~~January~~Hill 19Resources, ~~2011, De Castro Investments~~ Inc. ~~(“De Castro”), and Verdad Telecom, Inc., a Nevada corporation (the “Purchaser”) entered~~ ~~into~~is aengaged ~~Stock~~in ~~Purchase Agreement (~~the ~~“Purchase~~mining ~~Agreement”), pursuant to which De Castro (collectively, the “Seller”) will sell to the Purchaser,~~ and ~~the~~mineral ~~Purchaser~~detection ~~will~~technology ~~purchase~~via ~~from~~our ~~the~~wholly ~~Seller,~~owned ansubsidiary ~~aggregate~~Accurate ~~of 34~~Locators,~~900,000~~ ~~shares of Common Stock (the “Shares”), which Shares represent 55~~Inc.1% ofUtilizing ~~the issued and outstanding shares of Common Stock and Seller’s~~our ~~debt~~evolving ~~and~~technology ~~liabilities.~~in ~~The~~metal ~~Closing~~detection ~~occurred on January 30~~products, ~~2011.~~we ~~The~~plan ~~Purchaser~~to ~~paid~~identify ~~the~~potential ~~aggregate~~acquisition ~~purchase~~and ~~price~~partnership ~~for~~opportunities within the ~~Shares with~~precious ~~personal~~metals ~~funds.~~mining ~~There~~sector ~~are~~in noaddition ~~arrangements~~to orthe ~~understandings~~core ~~among~~business ~~members~~ of ~~both~~Accurate ~~the~~Locators ~~former~~manufacturing and ~~new~~distribution ~~control groups and their~~business ~~associates with respect to election~~ of ~~directors~~metal ordetection ~~other~~products ~~matters~~and systems.

AtAccurate ~~the~~Locators ~~Closing,~~is ~~Jesse~~a leading Deall-purpose ~~Castro~~manufacturer ~~resigned as~~of ~~the~~high ~~Company’s~~end ~~sole~~metal ~~director,~~detector ~~Chief~~and ~~Executive~~a ~~Officer~~value added reseller of lower end metal detectors from Fischer, Garrett, ~~President~~Minelab and Whites. Accurate Locators has been providing several industry benchmark metal detectors for treasure hunting, gold ~~Chief~~and ~~Financial~~royal ~~Officer~~metal prospecting, ~~Secretary~~forensic and ~~Treasurer,~~military applications and also for locating under-ground utilities. The products ~~Eric~~have ~~Stoppenhagen~~been used by mining operators, ~~age~~treasure 37hunters and various sectors of the US Government, ~~was~~including ~~elected~~the asmilitary branches. Our client list includes the ~~Company’s~~following: ~~sole~~Westinghouse, ~~director~~Bureau of Land Management, ~~President~~Bechtel, ~~Chief~~Graybar, ~~Financial~~General ~~Officer~~Services Administration (GSA) and ~~Secretary~~U.S. Army, to ~~serve~~Navy inand ~~such~~Marines. ~~capacities~~We ~~until~~are ~~his~~not ~~successors~~dependent ~~are~~on ~~duly~~one ~~elected~~or ~~and~~a ~~qualified~~few major customers. Additionally, we do not have any contracts or agreement with any parties noted in the client list.

~~On September 5, 2012, the Company entered into a non~~-definitive Letter of Intent (the “LOI”) with certain unaffiliated purchasers (“Buyers”), pursuant to which at closing the Company would issue 12,000,000 newly issued shares of common stock (the “Shares”), and any rights attached to the shares as of the date hereof (these Shares will be post a reverse stock split of 1 for 100), of Green Star Alternative Energy, Inc. for a total Purchase Price of One Hundred and Fifty Thousand Dollars (USD$150,000.00) which includes transaction fees (the “Purchase Price”) (collectively the “Transaction”). As of March 18, 2013, the Transaction has not closed and we are currently negotiating a revised agreement. After the closing, the Company’s principal business focus would be mining and mining technologies.3-

High-end assemblies are completed at Accurate Locators offices and warehouse located at 1383 2nd Avenue, Gold Hill OR 97525. These high-end assemblies are systems and detectors owned and developed exclusively by Accurate Locators. We also sell low-end hand-held detectors (hobbyists) which are manufactured by other metal detection companies, such as Whites, Garrett, Bounty Hunter and Tesoro. We are a value added reseller of these low-end units.

We outsource our product development using several key engineering partners with regards to the software coding and product development. Their work and finished components are manufactured by these engineering partners and then shipped to our facilities for final assembly. These components are outsourced and made by our partners exclusively for Accurate Locators in order to assemble our OEM products.

We are engaged in several research and development projects; we are evolving our current ground penetrating radar, induced polarization, pulse induction and other metal detection systems. We filed our first provisional patent on our blanket antenna technology on November 12, 2012. We also plan to file several additional patents in the next twelve months; which will further enhance and protect our intellectual property portfolio and greatly improve on our detection systems capabilities, thus positioning the Company to capture greater market share in the geophysics sector.

(b) Business of Issuer

Our Company manufactures various unique detection instruments that are used by mining operations, treasure hunters, and various sectors of the US government. These instruments include a recently released patent pending polyurethane blanket coil that is used with our Pulse Induction (“PI”) for subsurface metal detection. Our blanket antenna technology is unique because it enables the operator to detect precious metals and other target objects while traveling up to five miles per hour on land or water, covering greater territory in shorter time.

We plan to integrate the blanket coil device as a value-add accessory with other manufactures of metal detector products available in the market today. We have received numerous customer requests regarding adapting our blanket coil to their current metal detection system. Our plan is to work directly with other manufacturers to adapt our blanket coil to their metal detectors. The blanket coil is currently available in several different sizes, ranging from our smallest 18-inch blanket to our largest 6-foot wide blanket.

We also manufacture a series of other metal detection devices that we market and sell globally both on a retail and wholesale distribution basis. These devices or systems include PI, which transmits a pulse that causes an eddy current signaling a change. It provides back both an audio and visual response which indicates there is a high degree of probability that there is metal, or some other object in the subject ground.

We are currently developing a metal detector which is a ground resistance machine that measures resistance through an ohms meter called Accumeter. The Accumeter sends a carrier wave through an array of ground steel copper-coated rods. It reads between two ground rods at a time, showing the ohms of resistance. When you have a conductive environment, the ohm reader shows less resistance, which provides a good indication that metals are present in the ground being surveyed. If the resistance reads high on the ohm meter that indicates the high probability of the presence of a tunnel/cave or void in the ground area.

We also offer our own line of Advanced 3-D Imaging systems. These instruments enable a user to survey underground deposits and voids. They come equipped with customized designed software and include our own manufactured sensors. The principal upon which these devices work are similar to a magnetometer. A user is able to save a scan of the area of interest in the laptop device, which they can transfer or print from a computer for further evaluation or presentation purposes. There are many built-in features in the software that allows the user to bring out target areas of interest for more complete evaluation of the anomaly being surveyed underground.

Our Company’s research and development team is currently developing several geophysical detection technologies. Our products will potentially include the following: element specific Ground Penetrating Radar (“GPR”), and Induced Polarization, which can be integrated into our Advanced 3-D Imaging software. Our technology takes advantage of "real time" imaging analysis. In addition, we are in development stage of our own GPR instrument that can detect an object of interest on the first pass by a unique algorithm and patented hardware that uses diverse frequencies with extremely hi-resolution visual imaging technology.

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OnOur October 15, 2012, and pursuant to the Certificate of Amendment of the Company’s Articles of Incorporation (the “Amendment”), as filed with the Secretary of State of the State of Nevada on November 7, 2012, the Company consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exchange ratio of one for one hundred (1:100) (the “Reverse Stock Split”) and changed the name of the Company from “Green Star Alternative Energy, Inc.” to “Gold Hill Resources, Inc.” (the “Corporate Name Change”).Technology

Our Company is developing technology that will enable the mining, treasure hunting, forensic, and underground utility sectors to locate a specific metal, mineral or object buried underground by combining several evolving and enhanced technologies into one system. Our advanced imaging systems were initially developed by top research labs and institutes of higher learning. Our research and development team is currently developing and improving the above technology in order to bring new ground breaking products to markets.

We are currently working on technology related to Ground Penetrating Radar (GPR), Advanced Geophysical Receiver (AGR), Induced Polarization (IP), Advanced 3D Imaging, magnetometer and Pulse Induction (PI) for future products. These synergistic technologies provide dual and triple verification for validation purposes in underground metal detection. We have currently started production of our new motherboards. We expect our new GPR, AGR, IP and PI products will be finalized and available in the first half of 2014.

Our detailed research indicates the industry as a whole is due for a major upgrade in geophysical detection equipment. More specific is the growing demand for systems that can detect element specific minerals and metals underground before digging. To increase sensitivity and precision accuracy of our equipment, we have contracted the services of Robert Decesari a seasoned Sr. Radio Frequency Engineer and Senior Naval Officer. Robert is a Professional Engineer, with over 30 years’ experience and an expert in direction finding receivers used both on water and sub-surface detection. Recently retired from the Navy, he was the Commander of RF communications for Naval, Central Command and all our ships and submarines globally.

Gold Hill Resources is an eco-friendly technology Company that seeks to provide equipment for underground pinpoint detection of precious metals, underground utilities, various underground treasures as well as locating underground caves and caverns. Our Company will assist mining companies and treasure hunters in locating potential rich ore deposits or valuable and ancient treasures underground. A specific goal is to provide new cutting edge technology that will help mining companies reduce their huge capital expenditures that are incurred during early stage mining exploration and subsequent mining operations. In addition, we look to reduce the environmental impact, thus reducing the ecological footprint.

Mining Properties

Micro Gold Mine is a claimed mine located in Jackson County, Oregon on a 20-acre parcel of land. This property is currently claimed by Wayne Good and is part consideration of the purchase and roll-up of Accurate Locators as a wholly owned subsidiary of Gold Hill Resources. This property is without known reserves. The is a load claim, unpatented and on federal land filed in Jackson County, Oregon ORME 169066. This is a one year claim and extends based upon assessment work and payments which has been completed for 2013. The claim has road access and with no power or water that can be utilized on the property. To date we have conducted electronic prospecting. Currently, there is no infrastructure on the site. Currently, there are no proposed future plans.

The Company also owns a claim adjacent to the Johnny Mine in Pahrump, Nevada on a 20acre- parcel of land which is assessable by road. The claim includes an underground shaft located in the same gold vein as the Johnny Mine extension. The claim has been extensively surveyed by Wayne Good. He has demonstrated his ground radar metal detection technology on the property to hundreds of prospective customers over the past twenty years. This property is without known reserves and is unimproved. Currently, there are no proposed future plans.

Mr. Good acquired the claims through the Bureau of Land Management. The claim numbers and annual fees associated with these mineral claims are as follows:

Claim Claim Number Annual Fee

Microgold ORMC #169066 $174.00

Gold Hill Resources Inc. ORMC #170906 $174.00

GHR1 NMC #1079539 $174.00

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~~(b)~~Each ~~Business~~claim ofrequires approximately ~~Issuer~~$100 in assessment work completed annually to maintain the claim.

~~Currently,~~Our ~~the~~mining ~~Company seeks suitable~~properties ~~candidates~~are ~~for~~not acurrently ~~business~~incorporated ~~combinations.~~into ~~The~~our current business ~~purpose~~plan ofand ~~the~~does ~~Company~~not isimpact toour ~~seek~~manufacturing ~~the acquisition~~ of, ormineral ~~merger~~detection ~~with, an existing company~~products. We intend to provide shareholders with complete disclosure concerning a target company and its business, including audited financial statements prior to any merger or acquisition where such disclosure is required by law.

~~The~~Business Company is currently considered to be a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.Plan

~~The~~Gold ~~Company’s~~Hill ~~principal business~~Resources, ~~objective~~is ~~for~~a geophysical technology company looking to fulfill a technology void that the ~~next~~mining 12and ~~months~~resource sectors and ~~beyond~~the ~~such~~construction and ~~time~~underground ~~will~~utilities beand toall ~~achieve~~military ~~long-term~~applications ~~growth~~in ~~potential~~addition ~~through~~to aall ~~combination~~historical ~~with a~~sites, ~~business~~hidden ~~rather~~treasures ~~than~~(underground ~~immediate,~~and under ~~short-term~~water) ~~earnings~~and artifacts. ~~The~~We ~~Company~~intend ~~will~~to ~~not~~patent ~~restrict~~and ~~its~~bring ~~potential~~to ~~candidate~~market ~~target~~new ~~companies~~and toupdated devices that we believe will provide a new ~~any~~benchmark ~~specific~~technology ~~business,~~for ~~industry~~detecting orprecious ~~geographical~~metals ~~location~~such ~~and~~as gold silver, ~~thus~~platinum, ~~may~~palladium ~~acquire~~and ~~any~~copper, ~~type~~buried oftreasures ~~business~~at higher resolutions and far greater accuracy than which are currently being offered in the industry today.

~~The~~Our ~~analysis~~products ofand systems ~~new~~are ~~business~~sold ~~opportunities will~~here bein ~~undertaken~~the byUS orand ~~under~~globally ~~the~~as ~~supervision~~well. ofWe ~~the~~work ~~officer~~with ~~and~~a ~~director~~number of ~~the~~international ~~Company.~~distributors Asand receive significant international viewing of ~~this~~our ~~date,~~Accurate ~~the~~Locators ~~Company~~website. ~~has~~We do not ~~entered~~ ~~into~~have ~~any~~contracts ~~definitive~~in ~~agreement~~place with ~~any~~our ~~party,~~international dealers. There are no guarantees of exclusivity nor ~~have~~are there ~~been~~ any ~~specific~~terms ~~discussions~~or ~~with~~conditions ~~any~~for ~~potential~~maintaining ~~business~~a dealership other than, they are expressly ~~combination~~forbidden ~~candidate~~from ~~regarding~~selling ~~business~~or ~~opportunities~~reselling any items that are knowingly bound for ~~the~~an ~~Company~~embargoed country. ~~The~~We ~~Company~~recently ~~has~~completed ~~unrestricted~~a ~~flexibility~~major overhaul into ~~seeking,~~our ~~analyzing~~website and plan to allocate significant time and resources to improving our website and increasing the search engine optimization initiatives of the business. Because our products and ~~participating~~systems can be used in ~~potential~~thousands ~~business~~of ~~opportunities.~~locals Inacross ~~its~~the globe ~~efforts~~it tois ~~analyze~~important ~~potential~~that ~~acquisition~~we ~~targets~~garner top search engine page rankings, ~~the~~so ~~Company~~that ~~will consider~~customers can find the ~~following~~products ~~kinds~~and ofsystems ~~factors:~~we offer for sale.

The demographics of our customer base ranges from individual treasure hunters, mining operations to governmental agencies including local city, State and Federal governmental agencies. We have a) ~~Potential~~significant base of customers that enjoy the hobby of treasure hunting or hunting for ~~growth~~precious metals. There have been significant finds of buried treasures and gold and silver using our metal detection technologies over the past twenty years. For the more advanced mining operations that are tasked with the requirement and need for better and more accurate detection systems, ~~indicated~~we byhave demonstrated our ability to deliver. Our new ~~technology,~~systems ~~anticipated~~currently ~~market~~under ~~expansion~~development orwill pinpoint with a higher degree of accuracy in real-time where the potential metals are located on their mining properties. Our prime objective is to develop new products; and systems which will help reduce the cap expenditures and provide more cost efficient means and methods to help evaluate potential mining projects and pinpoint the general area where the reserves will most likely be located on the mining property. The ability to better pinpoint potential reserves and provide element specific detection is a keen area of focus of the Company.

b)Gold ~~Competitive~~Hill ~~position~~expects to asintroduce ~~compared~~four toor ~~other~~five ~~firms~~new ground detection devices that take advantage of ~~similar~~subterranean ~~size~~exploration and ~~experience~~examination ~~within~~without costly ~~the~~digging ~~industry~~underground. ~~segment~~In asNovember ~~well~~2012, aswe ~~within~~filed ~~the~~a ~~industry~~new aspatent on our polyurethane blanket antenna metal detection product and we anticipate filing a ~~whole;~~series of new patents regarding underground and below water metal detection products, over the next 12 months.

c)We ~~Strength~~believe ~~and~~our ~~diversity~~products will ofhave ~~management,~~a ~~either~~significant inimpact ~~place~~on orreducing ~~scheduled~~needless digging for ~~recruitment;~~metals, other precious minerals and underground objects on a search and find basis. This will result on a large positive impact on complying with governmental and environmental rules to obtain operating permits to begin mining operations.

dWe recently began rolling out our Advanced Geophysical Receiver (“AGR”) ~~Capital~~product ~~requirements~~line. ~~and~~The ~~anticipated~~301 ~~availability~~Prospector is the first product of ~~required~~its kind ~~funds,~~being tosold. beThis ~~provided~~product byis ~~the~~used ~~Company~~for orshort-range detection of precious metals and minerals from ~~operations,~~a ~~through~~distance. ~~the~~We ~~sale~~plan ofto ~~additional~~modify the ~~securities,~~technology ~~through~~in ~~joint~~order ~~ventures~~to orassemble ~~similar~~the ~~arrangements~~device oron ~~from~~to ~~other~~a ~~sources;~~drone.

e)We ~~The~~plan ~~cost~~to ofincrease our ~~participation~~revenues byfrom both the ~~Company~~sales asof ~~compared~~our detection systems and related service warranty contracts to companies that purchase our products and systems. We believe that the ~~perceived~~potential ~~tangible~~market place for benchmark detection systems like those we will introduce to the market, could well exceed $1 billion dollars in annual sales, addressing: mining, treasure hunting, underground utility locating, forensic, and ~~intangible~~potential ~~values~~military needs and ~~potentials;~~applications.

f) The extent to which the business opportunity can be advanced;

g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

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~~Form of Acquisition~~Competition

~~The~~In ~~manner~~the inUnited ~~which~~States, there ~~the~~are ~~Company~~numerous ~~participates~~distributors of underground detection systems and products. There are approximately seventeen companies who inmanufacture anand ~~opportunity~~sell ~~will~~geophysics ~~depend~~equipment ~~upon~~globally. ~~the~~The ~~nature~~treasurer ofhunter ~~the~~market ~~opportunity,~~for ~~the~~metal ~~respective~~detectors ~~needs~~is dominated by inexpensive and ~~desires~~inferior ofequipment; which requires the ~~Company~~user ~~and~~to pass over the ~~promoters~~same spot both vertically and then horizontally several times. This makes real time detection of ~~the~~precious ~~opportunity~~metals nearly impossible these companies offer treasure seeker equipment, which has limited reliability and ~~the~~less ~~relative~~than ~~negotiating~~optimal ~~strength~~performance. ofThe ~~the~~majority ~~Company~~of ~~and~~these ~~such~~companies ~~promoters~~offer equipment.

ItHowever, iswith ~~likely that~~ the ~~Company will acquire~~ ~~its~~recent ~~participation~~increase in aprecious ~~business~~metal ~~opportunity~~prices ~~through~~coupled ~~the~~with ~~issuance of common stock or other securities of~~ the ~~Company.~~growing ~~Although~~popularity ~~the terms~~ of ~~any~~gold ~~such~~mining ~~transaction~~and ~~cannot~~exploration beCable/TV ~~predicted,~~shows ~~it should be noted that in certain circumstances the criteria for determining~~there ~~whether~~has orbeen ~~not an acquisition is~~ a ~~so-called~~huge ~~"tax~~spike ~~free" reorganization under Section 368(a)(1)~~ of ~~the~~resurgence ~~Internal~~in ~~Revenue Code~~gold ofseeking ~~1986,~~and astreasure ~~amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity~~hunting. IfThe anew ~~transaction~~breed ~~were structured to take advantage~~ of ~~these~~treasure ~~provisions~~seekers ~~rather~~are ~~than~~not ~~other "tax~~price ~~free" provisions provided under the Code, all prior stockholders would~~ adverse in ~~such~~purchasing ~~circumstances~~more ~~retain~~expensive ~~20%~~equipment ~~or less of the total issued~~ and ~~outstanding~~are ~~shares~~therefore ofmore ~~the~~likely ~~surviving~~to ~~entity.~~evaluate ~~Under other circumstances, depending upon~~ the ~~relative~~line ~~negotiating strength~~ of ~~the~~products ~~parties,~~available ~~prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result~~ in ~~substantial additional dilution to~~ the ~~equity of those who were stockholders of the Company prior to such reorganization~~market.

~~The~~There ~~present~~are ~~stockholders~~approximately eight oflow ~~the~~to ~~Company will~~mid-range ~~likely~~metal ~~not~~detector ~~have~~manufactures ~~control~~in ofthe asector ~~majority~~worldwide. ofThe ~~the~~three ~~voting~~largest ~~securities~~manufacturers and distributors of low ~~the~~end ~~Company~~units ~~following~~are aGarrett, ~~reorganization~~Mine ~~transaction~~Lab and White. AsThe ~~part of~~value ~~such~~add aresellers ~~transaction~~(VAR) distribute their brands, ~~all~~however orvery afew ~~majority~~of these distributors are original equipment manufacturer of the ~~Company's~~products ~~directors~~which ~~may~~they ~~resign~~sell. ~~and~~We ~~one~~currently ordo ~~more~~not ~~new~~manufacture ~~directors~~low ~~may~~end bemetal detectors. ~~appointed~~We ~~without any~~distribute ~~vote~~products byfrom ~~stockholders~~these companies.

InA ~~the~~large ~~case~~number of distributors anin ~~acquisition,~~our ~~the~~industry ~~transaction may~~are bemom ~~accomplished~~and ~~upon~~pop ~~the~~operations ~~sole~~which ~~determination~~are ofdrop ~~management~~shipping ~~without~~from ~~any~~the ~~vote~~manufacturer orand ~~approval~~other bywholesale ~~stockholders~~suppliers. These Insmall operators lack the ~~case~~product ofknowledge aand ~~statutory merger~~customer orsupport ~~consolidation~~due ~~directly~~to ~~involving~~lack of resources. On the ~~Company~~other hand, itthere ~~will~~are ~~likely~~few large bewell ~~necessary~~respected todistributors ~~call~~that ahave ~~stockholders'~~gained ~~meeting~~considerable market share due to advertising and ~~obtain the~~pricing. ~~approval~~The list of some of the ~~holders~~distributors ofare aas ~~majority~~follows: ofKelley ~~the~~Co, ~~outstanding~~Arizona ~~securities.~~Outback, ~~The~~D ~~necessity~~& toK ~~obtain~~Detector ~~such~~Sales ~~stockholder~~and ~~approval~~Falcon ~~may~~Metal Detectors. We are able to ~~result~~compete in ~~delay~~this ~~and~~market ~~additional~~due ~~expense~~to our longevity in the ~~consummation~~marketplace ofand ~~any~~large ~~proposed~~customer ~~transaction~~data ~~and~~base. ~~will~~The ~~also~~products ~~give~~that ~~rise~~we tomanufacture ~~certain appraisal~~are ~~rights~~higher toend ~~dissenting~~products ~~stockholders~~for special use cases. ~~Most~~These ~~likely,~~products ~~management~~have ~~will~~a ~~seek~~larger margin and less competition due to ~~structure~~their ~~any~~complexity. ~~such~~We do ~~transaction~~face sochallenges from our competitors as ~~not~~many toof ~~require~~them ~~stockholder approval~~have greater resources.

ItGovernment is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.Regulation

Currently, our operating business Accurate Locators does not require State or Federal regulatory oversight. We ~~presently~~do ~~have~~anticipate nohaving ~~employees~~to ~~apart~~deal with the Bureau ~~from~~of ~~our~~Land ~~management.~~Management, ~~Our~~SAMRA, ~~officer~~EPA and ~~director~~the ~~are~~County ~~engaged~~Water inDistricts ~~outside~~and ~~business~~Mining ~~activities~~Safety and ~~anticipate~~Health ~~that~~Administration ~~they~~and ~~will~~Office ~~devote~~of toSurface ~~our~~Mining ~~business~~and ~~very~~Reclamation ~~limited~~and ~~time~~Enforcement ~~until~~and the ~~acquisition~~Clean ofWater aAct ~~successful~~to ~~business~~the ~~opportunity~~extent ~~has~~we ~~been~~commence ~~identified~~mining operations. WeFor ~~expect~~our noground ~~significant~~penetrating ~~changes~~radars in(“GPR”), ~~the~~we ~~number~~are ofrequired to get FCC approval. We have been granted FCC ID VNU-2GHZANT for our ~~employees~~Zond ~~other~~2GHz ~~than~~antenna. We ~~such~~do ~~changes,~~not ifbelieve ~~any~~that the costs of effects associated with federal, ~~incident~~state, toor alocal ~~business~~laws ~~combination~~are significant.

~~(c)~~Principal ~~Reports~~Executive ~~to security holders.~~Offices

~~(1)~~Our Toprincipal ~~the~~executive offices ~~extent~~are ~~required~~located byat ~~federal~~3751 Seneca Ave., Pahrump, NV 89048. We also lease approximately 5,500 square feet of office space and ~~state~~storage ~~law~~facilities at 1383 2nd St Gold Hill, ~~the~~Oregon ~~Company~~97525 and ~~will~~850 ~~deliver~~square anfeet ~~annual~~of ~~report~~office tospace ~~security~~at ~~holders~~3751 Seneca Ave., Pahrump, NV 89048 from our Wayne Good, CEO. We pay approximately $2,500 and $800 per month. Our corporate telephone number is (775)-751-6931.

~~(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.~~Employees

~~(3)~~As ~~The~~of ~~public~~January ~~may read and copy any~~29, ~~materials~~2014, ~~the~~we ~~Company~~have ~~files~~12 ~~with~~full-time ~~the~~employees ~~SEC~~and atno ~~the~~part-time ~~SEC's~~employees. Since ~~Public~~inception, ~~Reference~~we ~~Room~~have atnever ~~100~~had F.a ~~Street,~~work ~~N.E.~~stoppage, ~~Washington, D.C. 20549. The~~ ~~public~~and ~~may~~our ~~obtain~~employee ~~information~~is onnot ~~the~~represented ~~operation of the Public Reference Room~~ by ~~calling~~a ~~the~~labor ~~SEC at 1-800-SEC-0330~~union. We ~~Additionally, the~~consider ~~SEC~~our ~~maintains~~relationship ~~an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically~~ with ~~the~~our ~~SEC,~~employee ~~which~~to ~~can~~ be ~~found at http://www~~positive.~~sec.gov.~~

-7-

Legal Proceedings

We are not currently party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations or financial position.

-8-

Item 1A. Risk Factors

~~The~~YOU ~~following~~SHOULD ~~important~~CAREFULLY ~~factors,~~CONSIDER THE FOLLOWING ~~and~~RISK ~~the~~FACTORS ~~important~~AND ~~factors~~ALL ~~described~~OTHER ~~elsewhere~~INFORMATION inCONTAINED ~~this~~IN ~~report~~THIS orREPORT inBEFORE ~~our~~PURCHASING ~~other~~SHARES ~~filings~~OF ~~with~~OUR ~~the~~COMMON ~~SEC,~~STOCK. INVESTING IN ~~could~~OUR ~~affect~~COMMON ~~(and~~STOCK inINVOLVES ~~some~~A ~~cases have~~HIGH ~~affected)~~DEGREE ~~our~~OF ~~results~~RISK. IF ~~and~~ANY ~~could~~OF ~~cause~~THE ~~our~~FOLLOWING ~~results~~EVENTS toOR beOUTCOMES ~~materially~~ACTUALLY ~~different~~OCCURS, ~~from~~OUR BUSINESS ~~estimates~~OPERATING orRESULTS ~~expectations~~AND FINANCIAL CONDITION WOULD LIKELY SUFFER. ~~The~~AS ~~following~~A RESULT, THE TRADING PRICE OF OUR COMMON STOCK COULD ~~and~~DECLINE, ~~these~~AND ~~other~~YOU ~~risks~~MAY ~~could~~LOSE ~~materially~~ALL ~~and~~OR ~~adversely~~PART ~~affect~~OF ~~our~~THE ~~business,~~MONEY ~~operations,~~YOU ~~results~~PAID orTO ~~financial~~PURCHASE ~~condition~~OUR COMMON STOCK.

AnRisks ~~investment~~Relating in the Company is highly speculative in nature and involves an extremely high degree of risk. A prospective investor should consider the possibility of the loss of the investor's entire investment and evaluate all information about us and the risk factors discussed below in relation to ~~his~~Our ~~financial circumstances before investing in us~~Business

~~Risks~~We ~~Related~~will continue to need additional financing to carry out our business plan. We estimate that tour current cash can fund our planned activities for up to three months. We will need to raise significant additional funding to continue our business Such financings could include equity financing, which may be dilutive to stockholders, or debt financing, which would likely restrict our ability to borrow from other sources. In addition, such securities may contain rights, preferences or privileges senior to those of the ~~Company's~~rights ~~Operations~~of our current stockholders. We do not have any commitments for additional financing. There can be no assurance that additional funds will be available on terms attractive to us, or at all. If adequate funds are not available, we may be required to curtail our development of new products and/or otherwise materially curtail or reduce our operations. Alternatively, we may be forced to sell or dispose of our right or assets. Any inability to raise adequate funds on commercially viable terms could have a material adverse effect on our business, results of operation and financial condition.

We ~~are~~have ~~insolvent~~a history of operating losses and there can be no assurance that we can achieve or maintain profitability. We have ~~$239~~a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become ~~dollars~~profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in ~~total~~which ~~current~~we operate, ~~assets~~we ~~compared~~may not be able to ~~$221,622~~sustain inor ~~total~~increase ~~current~~profitability ~~liabilities~~and asour offailure ~~December~~to 31do so would adversely affect our business, including ~~2012~~our ability to raise additional funds.

We ~~are insolvent. As of December 31,~~ ~~2012,~~may wenot ~~had~~be ~~$239~~able ~~(and~~to noeffectively ~~other~~manage ~~current~~our ~~assets) and we had total current liabilities of $221,622~~growth. Our ~~The~~strategy ~~latter~~envisions ~~represents~~growing ~~the~~our ~~total~~business. We ~~amount~~plan ofto ~~debts~~expand ~~and~~our ~~liabilities~~technology, ~~that~~sales, weadministrative ~~owed~~ and ~~which~~marketing ~~are~~organizations. Any ~~due~~growth ~~for~~in ~~payment~~or ~~within~~expansion ~~12 months~~ of ~~December~~our business ~~31,~~is ~~2012.~~likely ~~Thus,~~to wecontinue ~~have almost~~to noplace ~~funds~~a tostrain ~~pay~~on our ~~currently~~management ~~due debts~~ and ~~liabilities.~~administrative ~~Should~~resources, ~~one~~infrastructure orand ~~more~~systems. As with ofother ~~our~~growing ~~creditors seek or demand payment~~businesses, we ~~are~~ ~~not~~expect ~~likely~~that towe ~~have~~will ~~the~~need ~~resources~~ to ~~pay~~further orrefine ~~satisfy~~and ~~any~~expand ~~such~~our ~~claims.~~business ~~Thus~~development capabilities, our wesystems ~~clearly~~and ~~face~~processes aand ~~risk~~our ofaccess ~~bankruptcy~~to orfinancing ~~insolvency~~sources. In We ~~that~~also ~~event,~~will ~~our~~need ~~creditors~~to ~~would~~hire, ~~assert~~train, ~~claims~~supervise ~~that~~and ~~would~~manage new ~~result~~employees. These inprocesses ~~either~~are ~~the~~time ~~total~~consuming ~~liquidation~~and ~~of the Company or~~expensive, ~~failing~~will ~~that, that~~increase ~~our~~management ~~creditors~~responsibilities ~~would~~and ~~acquire~~will divert ~~control~~management ofattention. We ~~the~~cannot ~~Company~~assure ~~and~~you ~~our~~that ~~existing~~we ~~stockholders~~will ~~would~~be ~~lose~~able ~~their entire investment.~~to:

We- ~~have~~expand ~~incurred~~our ~~continued~~systems ~~operating losses~~effectively ~~and~~or weefficiently ~~lack~~or in a ~~history~~timely ~~of operations upon which an investor can assess our business and plans.~~manner;

~~We incurred $88,919 in net losses during the year ending December 31, 2012 and $507,841 in cumulative net losses from inception to December 31, 2012. As a development~~-~~stage or~~ ~~"start-up"~~allocate ~~company~~our wehuman ~~anticipate~~resources that we will likely incur significant additional losses in the future as well. There is no assurance that we will be successful or that we will be profitable or achieve positive cash flow in the future.optimally;

~~Our~~- ~~auditors~~meet ~~have~~our ~~expressed~~capital ~~a going concern opinion.~~needs;

~~Primarily~~- asidentify ~~a result of our recurring losses~~ and ~~our~~hire ~~lack~~qualified ofemployees ~~liquidity,~~or weretain ~~received~~valued aemployees; report from our independent auditors that includes an explanatory paragraph describing the substantial uncertainty as to our ability to continue as a going concern for the year ended December 31, 2012.or

~~Our~~- ~~Common~~incorporate ~~Stock~~effectively isthe ~~Subordinate~~components ~~to Existing~~of ~~and~~any ~~Future~~business ~~Debt~~or product line that we may acquire in our effort to achieve growth.

~~All~~Our ofinability ~~our~~or ~~common~~failure ~~stock is and will remain subordinate~~ to ~~the~~manage ~~claims of~~ our growth ~~existing~~ and ~~future~~expansion ~~creditors.~~effectively Ascould ofharm ~~December 31, 2012, we had $221,622 shown as total liabilities on~~ our ~~balance~~business ~~sheet.~~and ~~These~~materially ~~existing claims together with likely additional debts, obligations,~~ and ~~other~~adversely ~~commitments that~~affect weour ~~give~~operating toresults ~~others in the future, will be superior to any rights~~ and ~~interests of our stockholders~~financial condition.

Control of the Company is held by management.

Our present directors and officers hold the power to vote an aggregate of about 55% of our common shares as of December 31, 2012. As a result, any person who acquires our common shares will likely have little or no ability to influence or control the Company.

-8-

Due to a limited public market our Common Stock may not be easily sold.

There is a limited trading market for our common shares, and there is no guarantee that a continuous liquid trading market will subsequently develop. All of our common shares are traded only on the non-OTC Pink Sheets Market and there can be no assurance that the common shares will ever gain any liquid trading volumes in any other market or gain listing on any stock exchange. The U.S. Securities and Exchange Commission requires that any company whose securities are traded on the Bulletin Board Market file a Form 10 and become a "reporting company" and thereby become subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934. While we have filed the Form 10 (and we have filed an amendment), there can be no assurance that we will, if we gain trading privileges on the Bulletin Board Market and that we will be successful in complying with the requirements to retain trading privileges for our common shares on the Bulletin Board.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of the stockholders of the Company. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders.

In addition, our management is currently involved with other blank check companies, and in the pursuit of business combinations, conflicts with such other blank check companies with which it is, and may in the future become, affiliated, may arise. If we and the other blank check companies that our management is affiliated with desire to take advantage of the same opportunity, then those members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

Our business is difficult to evaluate because we have no recent operating history.

As the Company has minimal recent operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

-9-

~~The~~Mining ~~time~~operations are hazardous, raise environmental concerns and ~~cost~~raise insurance risks. Mining operations are by their nature subject to a variety of ~~preparing~~risks, such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards. Such occurrences may delay development or production, increase production costs or result in a liability. We may ~~private~~not ~~company~~be able to ~~become~~insure fully or at all against such risks, due to political or other reasons, or we may decide not to take out insurance against such risks as a result of high premiums or other reasons. We intend to conduct our business in a way that safeguards public health ~~reporting~~and ~~company~~the environment and in compliance with applicable laws and regulations. Environmental hazards may ~~preclude~~exist on properties in which we hold an interest which are unknown to us ~~from~~and ~~entering~~may ~~into~~have abeen ~~merger~~caused by prior owners. Changes to mining laws and regulations could require additional capital expenditures and increase operating and/or ~~acquisition~~reclamation ~~with~~costs. ~~the~~Although ~~most~~we ~~attractive~~are unable to predict ~~private~~what ~~companies~~additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain mining operations uneconomic.

~~Target~~Our estimates ~~companies~~of ~~that~~resources ~~fail~~are subject to ~~comply with~~uncertainty. ~~SEC~~Estimates ~~reporting~~of ~~requirements~~resources ~~may~~are ~~delay~~subject orto ~~preclude~~considerable ~~acquisition~~uncertainty. Such ~~Sections~~estimates 13are arrived at using standard acceptable geological techniques, and ~~15(d)~~are ofbased on the ~~Exchange~~interpretations ~~Act~~of ~~require reporting~~geological ~~companies~~data toobtained ~~provide~~from ~~certain~~drill ~~information~~holes ~~about~~and ~~significant~~other ~~acquisitions,~~sampling ~~including~~techniques. ~~certified~~Engineers ~~financial~~use ~~statements~~feasibility ~~for~~studies ~~the~~to ~~company~~derive estimates of cash operating ~~acquired,~~costs ~~covering~~based ~~one,~~on ~~two,~~anticipated ortonnage ~~three~~and ~~years,~~grades ~~depending~~of onore to be mined and processed, the ~~relative~~predicted ~~size~~configuration of the ~~acquisition.~~ore ~~The~~bodies, expected ~~time~~recovery rates of metal from ore, comparable facility and ~~additional~~operating costs ~~that may~~and beother ~~incurred~~factors. byActual ~~some~~cash ~~target~~operating ~~entities~~costs and toeconomic ~~prepare~~returns ~~these~~on ~~statements~~projects may differ significantly ~~delay~~from orthe ~~essentially~~original ~~preclude~~estimates, ~~consummation~~primarily due to fluctuations in the current prices of anmetal ~~acquisition.~~commodities ~~Otherwise~~extracted ~~suitable~~from ~~acquisition~~the ~~prospects~~deposits, ~~that~~changes doin ~~not~~fuel ~~have~~costs, orlabor ~~are~~rates, ~~unable~~changes toin ~~obtain~~permit ~~the~~requirements, ~~required~~and unforeseen ~~audited~~variations ~~statements may~~in bethe ~~inappropriate~~characteristics ~~for~~of ~~acquisition~~the soore ~~long~~body. asDue to the ~~reporting~~presence ~~requirements~~of these factors, there is no assurance that any geological reports will accurately reflect actual quantities of ~~the~~gold, ~~Exchange~~silver ~~Act~~or ~~are~~other ~~applicable~~metals that can be economically processed and mined by us.

~~The~~If ~~Company~~we ~~may~~are unable to obtain all of our required governmental permits, our operations could be ~~subject~~negatively toimpacted. ~~further~~Our future operations, including exploration ~~government~~and ~~regulation~~development ~~which~~activities, ~~would~~required ~~adversely~~permits ~~affect~~from ~~our~~various governmental authorities. Such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to acquire all required licenses or permits or to maintain continued operations at our properties.

~~Although~~We weare ~~will be~~ subject to ~~the~~numerous ~~reporting requirements~~environmental ~~under~~and ~~the~~other ~~Exchange~~regulatory ~~Act,~~requirements. ~~management~~All ~~believes~~phases weof ~~will~~mining ~~not~~and beexploration ~~subject~~operations are subject to governmental regulation ~~under~~including ~~the~~environmental ~~Investment~~regulation. ~~Company~~Environmental ~~Act of~~legislation ~~1940~~is becoming stricter, aswith ~~amended~~increased ~~(the~~fines and ~~“Investment~~penalties ~~Company~~for ~~Act”)~~non-compliance, ~~since~~more westringent ~~will~~environmental ~~not~~assessments beof ~~engaged~~proposed inprojects ~~the~~and ~~business~~heightened ofresponsibility ~~investing or trading~~for incompanies ~~securities.~~and Iftheir weofficers, ~~engage~~directors inand ~~business~~employees. ~~combinations~~There ~~which~~can ~~result~~be inno ~~our~~assurance ~~holding~~that ~~passive~~possible ~~investment~~future ~~interests~~changes in ~~a number of entities,~~environmental ~~we could be subject to~~ regulation ~~under~~will ~~the~~not ~~Investment~~adversely ~~Company~~affect ~~Act~~our operations. IfAs sowell, weenvironmental ~~would~~hazards bemay ~~required~~exist toon ~~register~~a asproperty anin ~~investment~~which ~~company and~~we ~~could~~may behold an ~~expected~~interest tothat ~~incur~~was caused ~~significant~~by ~~registration~~previous ~~and~~or ~~compliance~~existing ~~costs.~~owners Weor ~~have~~operators ~~obtained~~of ~~no formal determination from~~ the ~~SEC~~ asproperties ~~to our status under the Investment Company Act~~ and, ~~consequently, violation~~ of which the ~~Investment~~ Company ~~Act could subject~~is usnot toaware ~~material~~at ~~adverse consequences~~present.

~~Any~~Competitors have ~~potential~~more ~~acquisition~~resources. orThe ~~merger~~ Company competes with aother ~~foreign~~corporations ~~company~~that may ~~subject~~have usgreater toresources. ~~additional~~Such ~~risks~~corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company's operations.

IfAdverse weeffect of ~~enter~~fluctuating ~~into~~prices aof ~~business~~precious ~~combination with~~metals. aThe ~~foreign~~marketability ~~concern~~of minerals, weespecially the ~~will~~price beof ~~subject~~gold toand ~~risks~~silver ~~inherent~~are inaffected ~~business~~by ~~operations~~numerous ~~outside~~factors ofbeyond the ~~United~~control ~~States.~~of ~~These~~the ~~risks~~entity ~~include, for~~involved ~~example,~~in ~~currency~~their ~~fluctuations,~~mining ~~regulatory~~and ~~problems,~~processing. These ~~punitive~~factors ~~tariffs,~~include ~~unstable~~market ~~local tax policies~~fluctuations, ~~trade~~government ~~embargoes,~~regulations ~~risks related~~relating to ~~shipment~~prices, oftaxes, ~~raw~~royalties, ~~materials~~allowable ~~and~~production, ~~finished~~import, exports ~~goods across national borders~~ and ~~cultural~~supply and ~~language differences~~demand. ~~Foreign economies~~One ~~may differ favorably~~ or ~~unfavorably~~more ~~from~~of ~~the~~these ~~United~~risk ~~States~~elements ~~economy~~could inhave ~~growth~~an ofimpact ~~gross~~on ~~national~~costs ~~product, rate~~ of ~~inflation, market~~an ~~development,~~operation ~~rate of savings,~~ and ~~capital~~if ~~investment~~significant enough, ~~resource~~reduce ~~self-sufficiency~~the ~~and~~profitability ~~balance~~ of ~~payments~~the ~~positions,~~operation and ~~in other~~threaten ~~respects~~its continuation.

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell our common stock following periods of volatility because of the market's adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

· announcements concerning our strategy,

· litigation; and

· general market conditions.

-10-

~~Because~~Viability of mining operation is price sensitive. The potential for profitability of our ~~common~~gold ~~stock~~and issilver ~~considered~~mining operations and the value of our mining properties are directly related to the market price of gold and silver. The price of gold and silver may also have a ~~"penny~~significant ~~stock"~~influence ~~any~~on ~~investment~~the inmarket price of our common stock. The market price of gold and silver historically has fluctuated significantly and is ~~considered~~affected by numerous factors beyond the control of any mining company. These factors include supply and demand fundamentals, expectations with respect to bethe rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, global or regional political, economic or banking crises, and a ~~high-risk~~number ~~investment~~of other factors. The selection of a property for exploration or development, the determination to construct a mine and isplace ~~subject~~it into production, and the dedication of funds necessary to ~~restrictions~~achieve such purposes is decisions that must be made long before the first revenues, if any, from production will be received. Price fluctuations between the time that such decisions are made and the commencement of production can have a material adverse effect on ~~marketability~~the economics of a mine.

~~Our~~Lack ~~common~~of ~~stock~~insurance. Insurance isagainst ~~currently~~environmental ~~traded on~~risks, including potential liability for pollution or other hazards as a result of the ~~OTC~~disposal of ~~Markets~~waste products occurring from exploration and production, has not been available generally in the ~~OTC~~mining ~~Bulletin~~industry. ~~Boards~~We ~~and~~have isno insurance ~~considered~~coverage afor ~~"penny~~most ~~stock~~environmental risks." ~~The~~In ~~OTC~~the ~~Markets~~event ~~and~~of a problem, the ~~OTC~~payment ~~Bulletin~~of environmental liabilities and costs ~~Board~~would ~~are~~reduce ~~generally~~the ~~regarded~~funds asavailable ato ~~less~~us ~~efficient~~for ~~trading~~future ~~market~~operations. ~~than~~If we are unable to fund fully the ~~NASDAQ~~cost ~~Capital~~of ~~Market~~remedying an environmental problem, we might be required to enter into an interim compliance measure pending completion of the required remedy.

~~The~~Ownership or ~~SEC~~title ~~has~~conflict. ~~adopted~~There ~~rules~~may ~~that~~be ~~regulate broker-dealer~~challenges ~~practices~~to our title in ~~connection~~the ~~with~~mining ~~transactions~~properties in ~~"penny~~which ~~stocks."~~we ~~Penny~~hold ~~stocks~~material ~~generally~~interests ~~are equity securities~~or ~~with~~purchase ain ~~price~~the ~~of less than $5~~future.00 ~~(other~~If ~~than~~there ~~securities~~are ~~registered~~title ondefects ~~certain~~with ~~national~~respect ~~securities~~to ~~exchanges~~any orof ~~quoted~~our ~~on the NASDAQ system~~properties, ~~provided~~we ~~that~~might ~~current~~be ~~price~~required ~~and volume information with respect~~ to ~~transactions~~compensate inother persons ~~such~~or ~~securities~~perhaps isreduce ~~provided~~our byinterest in the ~~exchange or~~affected ~~system)~~property. The ~~penny~~validity ~~stock~~of ~~rules~~unpatented ~~require~~mineral aclaims ~~broker-dealer,~~is ~~prior~~often touncertain aand may ~~transaction~~be incontested aby ~~penny~~the ~~stock~~federal ~~not~~government ~~otherwise~~and ~~exempt~~other ~~from~~parties. ~~those rules,~~The tovalidity ~~deliver~~of aan ~~standardized~~unpatented ~~risk~~mineral ~~disclosure document prepared by the SEC~~claim, ~~which~~in ~~specifies~~terms ~~information~~of ~~about~~both ~~penny stocks and~~its ~~the~~location ~~nature~~ and ~~significance~~its ofmaintenance, ~~risks~~depends ofon ~~the~~strict ~~penny~~compliance ~~stock~~with ~~market.~~a ~~The~~complex ~~broker-dealer~~body ~~also~~of ~~must~~federal ~~provide~~and ~~the~~state ~~customer~~statutory ~~with bid~~ and ~~offer~~decisional law. ~~quotations~~Although ~~for~~we ~~the~~have ~~penny~~attempted ~~stock,~~to ~~the~~acquire ~~compensation~~satisfactory oftitle ~~the~~to ~~broker-dealer~~our ~~and~~properties, ~~any~~we ~~salesperson~~have innot ~~the~~obtained ~~transaction,~~title ~~and~~opinions ~~monthly~~or ~~account~~title insurance ~~statements~~with ~~indicating~~respect to the ~~market~~acquisition ~~value~~ of ~~each~~the ~~penny~~unpatented ~~stock~~mineral ~~held~~claims. inWhile ~~the~~we ~~customer's~~have ~~account.~~no Inpending ~~addition,~~claims ~~the~~or ~~penny~~litigation ~~stock~~pending ~~rules require~~contesting ~~that,~~title ~~prior~~ to aany ~~transaction~~of inour aproperties, ~~penny~~there ~~stock~~is ~~not~~nothing ~~otherwise~~to ~~exempt~~prevent parties from ~~those~~challenging ~~rules,~~our ~~the~~title ~~broker-dealer~~to ~~must~~any ~~make~~of aour ~~special~~properties. ~~written~~While ~~determination~~we ~~that~~believe ~~the~~we ~~penny~~have ~~stock~~satisfactory istitle ato ~~suitable~~our ~~investment~~properties, ~~for~~some ~~the~~risk ~~purchaser~~exists ~~and~~that ~~receive~~some ~~the~~titles ~~purchaser's~~may ~~written~~be ~~agreement~~defective or subject to ~~the~~ ~~transaction~~challenge. Also, ~~These~~in ~~disclosure~~any ~~requirements~~such ~~may~~case, ~~have~~ the ~~effect~~investigation ofand ~~reducing~~resolution ~~the~~of ~~trading~~title ~~activity~~issues inwould ~~the~~divert ~~secondary~~management's ~~market~~time ~~for our~~from ~~common~~ongoing ~~stock~~exploration programs.

~~Since~~Technology changes ~~our~~may ~~common~~make ~~stock~~the isproducts ~~subject~~we ~~to the~~are ~~regulations~~planning ~~applicable~~to bring to ~~penny~~market ~~stocks,~~obsolete. We ~~the~~believe ~~market~~that ~~liquidity~~the methods for ~~our~~detecting various ~~common~~elements ~~stock~~we ~~could~~intend beto ~~adversely~~bring ~~affected~~to ~~because~~market ~~the~~enjoy ~~regulations on~~certain ~~penny~~competitive ~~stocks~~advantages, ~~could~~including ~~limit~~superior ~~the~~performance ~~ability~~and ~~of broker~~cost-~~dealers~~effectiveness. Although we toare ~~sell~~not ~~our~~aware ~~common~~of ~~stock~~any ~~and~~other ~~thus~~technologies ~~your~~currently ~~ability~~being todeveloped ~~sell~~that ~~our~~would ~~common~~compete ~~stock in~~with the ~~secondary~~methods ~~market.~~we ~~There~~intend isto employ, there can be no assurance ~~our~~that ~~common~~future ~~stock~~developments in technology will benot ~~quoted~~make onour ~~NASDAQ~~technology non-competitive or ~~the~~obsolete, ~~NYSE~~or significantly reduce our operating margins or ~~listed~~the ondemand ~~any~~for ~~exchange~~our offerings, ~~even~~ ifor ~~eligible~~otherwise negatively impact our profitability.

~~The~~We ~~Company~~may not be able to protect our intellectual property. We may be ~~subject~~unable to ~~certain~~obtain IP rights to effectively protect our ~~tax~~technology. Patents ~~consequences~~and inother proprietary rights are an important part of our business, ~~which~~plans. The ability to compete effectively may ~~increase~~be affected by the nature and breadth of our ~~cost~~IP rights. We intend to rely on a combination of ~~doing~~patents, ~~business~~trade secrets and licensing arrangements to protect our technology. While we intend to defend against any threats to our IP rights, there can be no assurance that any of our patents, patent applications, trade secrets, licenses or other arrangements will adequately protect our interests.

WeAlthough ~~may~~we ~~not~~have a bepending ~~able~~patent toapplication ~~structure~~on ~~our acquisition~~file with the US Patent Office and expect to ~~result~~file various patents in ~~tax-free~~the ~~treatment~~near ~~for~~future ~~the~~covering ~~companies~~uses of orour ~~their~~technology ~~stockholders~~or systems, ~~which~~we ~~could~~have ~~deter~~not ~~third~~received, ~~parties~~and ~~from~~may ~~entering into~~never ~~certain~~receive, ~~business~~any ~~combinations~~patent ~~with~~protection usfor orour ~~result~~technology or systems in ~~being~~which ~~taxed~~we onseek ~~consideration~~patent ~~received~~protection. We incannot aguarantee ~~transaction~~any particular result or decision by the U.S. ~~Currently,~~Patent aand ~~transaction~~Trademark ~~may~~Office beor ~~structured~~a soU.S. ascourt toof ~~result~~law, inor ~~tax-free~~by ~~treatment~~any topatent ~~both~~office ~~companies,~~or ascourt ~~prescribed~~of byany ~~various~~country ~~federal~~in ~~and~~which ~~state~~we ~~tax~~have ~~provisions~~sought patent protection. If Wewe ~~intend~~are unable to ~~structure~~secure ~~any~~patent ~~business~~protection ~~combination~~for soour astechnology toor ~~minimize~~systems, ~~the~~our ~~federal~~revenue and ~~state~~earnings, ~~tax~~financial ~~consequences~~condition, toor ~~both~~results of usoperations ~~and~~would ~~the~~be ~~target entity;~~adversely ~~however,~~affected. There wecan ~~cannot~~also ~~guarantee~~be no assurance that ~~the~~any ~~business~~patent ~~combination~~issued ~~will~~to ~~meet~~or licensed by us in the ~~statutory~~future ~~requirements~~will ofnot abe ~~tax-free~~challenged ~~reorganization~~ or circumvented by competitors, or that ~~the~~any ~~parties~~patent ~~will~~issued ~~obtain~~to ~~the~~or ~~intended~~licensed ~~tax-free~~by ~~treatment~~us ~~upon~~will abe ~~transfer~~found to ofbe ~~stock~~valid or ~~assets.~~be sufficiently broad to protect us and our technology. A ~~non-qualifying~~third ~~reorganization~~ party could ~~result~~also inobtain ~~the~~a ~~imposition~~patent ofthat may ~~both~~require ~~federal~~us to negotiate a license to conduct our business, and ~~state~~there ~~taxes~~can be no assurance that ~~may~~the ~~have~~required anlicense ~~adverse~~would ~~effect~~be available on ~~both~~reasonable ~~parties~~terms toor ~~the~~at ~~transaction~~all.

Our business will have no revenues unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The Company intends to issue more shares in a merger or acquisition, which will result in substantial dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 200,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

-11-

~~The~~We ~~Company~~do ~~has~~not ~~conducted~~warrant any noopinion ~~market research~~as to patentability or ~~identification~~validity of ~~business~~any ~~opportunities~~pending patent application. We do not warrant any opinion as to non-infringement of any patent, ~~which~~trademark, ~~may~~or ~~affect~~copyright by us or any of our ~~ability~~affiliates, toproviders, ~~identify~~or adistributors. Nor ~~business~~do we warrant any opinion as to ~~merge~~invalidity ~~with~~of any third-party patent or ~~acquire~~unpatentability of any third-party pending patent application.

~~The~~We ~~Company~~may ~~has~~also ~~neither conducted nor~~rely ~~have~~on ~~others~~nondisclosure ~~made~~and ~~available~~non-competition agreements to usprotect ~~results~~portions of ~~market~~our ~~research concerning prospective business opportunities~~technology. There ~~Therefore,~~can webe ~~have~~ no ~~assurances~~ assurance that these ~~market~~agreements ~~demand~~will ~~exists for a merger or acquisition as contemplated by us. Our management has~~ not ~~identified~~be ~~any specific business combination or other transactions for formal evaluation by us~~breached, ~~such~~ that itwe ~~may be expected that any such target business or transaction~~ will ~~present~~have ~~such~~adequate aremedies ~~level~~for ofany ~~risk~~breach, that ~~conventional~~third ~~private~~parties ~~or public offerings of securities or conventional bank financing~~ will not beotherwise gain ~~available.~~access ~~There is no assurance that we will be able~~ to ~~acquire~~our atrade ~~business~~secrets ~~opportunity~~or onproprietary ~~terms~~knowledge, ~~favorable to~~or ~~us.~~that ~~Decisions~~third asparties ~~to which business opportunity to participate in~~ will benot ~~unilaterally~~independently ~~made~~develop ~~by our management, which may act without~~ the ~~consent, vote or approval of our stockholders~~technology.

~~Because~~IP welitigation would be costly and could adversely impact our business operations. We may ~~seek~~have to ~~complete~~take alegal action in the ~~business~~future ~~combination~~to ~~through~~protect aour ~~“reverse~~technology ~~merger”~~or to assert our IP rights against others. Any legal action could be costly and time consuming to us, ~~following~~and ~~such~~no aassurances ~~transaction~~can be made that any action will be successful. The invalidation of any patent or IP rights that we may ~~not~~own, beor ~~able~~an unsuccessful outcome in lawsuits to ~~attract~~protect ~~the~~our ~~attention~~technology, could have a material adverse effect ofon ~~major~~our ~~brokerage~~business, ~~firms~~financial position, or results of operations.

~~Additional~~We ~~risks~~are ~~may exist since we~~operating ~~will~~in ~~assist~~ a ~~privately~~highly ~~held~~competitive ~~business~~industry. We toare ~~become~~involved ~~public~~in ~~through~~ a ~~“reverse~~highly ~~merger.”~~competitive ~~Securities~~industry ~~analysts~~where ofwe ~~major~~may ~~brokerage~~compete with ~~firms~~numerous ~~may~~other ~~not~~companies ~~provide~~who ~~coverage~~offer ofalternative ~~our~~methods ~~Company~~or ~~since~~approaches, ~~there~~who ismay nohave ~~incentive~~far togreater ~~brokerage~~resources, ~~firms~~more toexperience, ~~recommend~~and personnel ~~the~~perhaps ~~purchase~~more ofqualified ~~our~~than ~~common stock~~we do. There ~~No assurance~~ can be ~~given~~no assurance that ~~brokerage~~we ~~firms~~ will ~~want~~be able to ~~conduct~~successfully ~~any secondary offerings on behalf of our post-merger~~compete ~~company~~against inthese ~~the~~other ~~future~~entities.

We Our forecasts are highly speculative in nature and we cannot ~~assure~~predict ~~you~~results ~~that~~in ~~following~~ a ~~business~~development ~~combination~~stage company with ana high degree of accuracy. Any financial projections, especially those based on ventures with minimal operating ~~business~~history, ~~our~~are ~~common~~inherently ~~stock~~subject ~~will~~to bea ~~listed~~high degree of uncertainty, and their ultimate achievement depends on ~~NASDAQ~~the timing and occurrence of a complex series of future events, both internal and external to the enterprise. There can be no assurance that potential revenues or ~~any~~expenses ~~other~~we ~~securities~~project ~~exchange~~will, in fact, be received or incurred.

~~Following~~We awill ~~business combination, we~~be ~~may~~subject ~~seek~~to ~~the~~evolving ~~listing~~and ofexpensive ~~our~~corporate ~~common~~governance ~~stock~~regulations onand ~~NASDAQ or the American Stock Exchange~~requirements. Our ~~However,~~failure weto ~~cannot~~adequately ~~assure you that following~~adhere ~~such~~to athese ~~transaction,~~requirements weor ~~will be able to meet~~ the ~~initial~~failure ~~listing~~or ~~standards~~circumvention of ~~either~~our ofcontrols ~~those~~and orprocedures ~~any~~could ~~other~~seriously ~~stock~~harm ~~exchange,~~our ~~or that~~business. we As ~~will be able to maintain~~ a ~~listing~~publicly oftraded ~~our~~company, ~~common~~we ~~stock~~are onsubject ~~either~~to ofvarious ~~those~~federal, orstate ~~any~~and other ~~stock~~rules ~~exchange.~~and ~~After~~regulations, ~~completing~~including ~~a business~~applicable ~~combination,~~requirements ~~until~~of ~~our common stock is listed on~~ the ~~NASDAQ~~Sarbanes-Oxley orAct ~~another~~of ~~stock~~2002. Compliance ~~exchange,~~with wethese ~~expect~~evolving ~~that~~regulations ~~our~~is ~~common~~costly ~~stock~~and ~~would~~requires bea ~~eligible~~significant todiversion ~~trade~~of onmanagement ~~the~~time ~~OTC~~and ~~Bulletin Board~~attention, ~~another~~particularly ~~over-the-counter~~with ~~quotation~~regard ~~system,~~to orour ondisclosure ~~the~~controls ~~“pink~~and ~~sheets,”~~procedures ~~where~~and our ~~stockholders~~internal ~~may~~control ~~find~~over itfinancial ~~more~~reporting. Our ~~difficult~~internal tocontrols ~~dispose~~and ofprocedures ~~shares~~may ornot ~~obtain~~be ~~accurate~~able ~~quotations as~~ to ~~the~~prevent ~~market~~errors or ~~value~~fraud ofin ~~our~~the ~~common stock~~future. Faulty ~~In addition~~judgments, wesimple ~~would~~errors beor ~~subject~~mistakes, toor anthe ~~SEC~~failure ~~rule~~of ~~that,~~our ifpersonnel itto ~~failed~~adhere to ~~meet~~established controls ~~the~~and ~~criteria set forth in such rule~~procedures, ~~imposes various~~may ~~practice~~make ~~requirements~~it ondifficult ~~broker-dealers~~for ~~who~~us ~~sell~~to ~~securities~~ensure ~~governed~~that by the ~~rule~~objectives toof ~~persons~~the ~~other~~control ~~than~~system ~~established~~are ~~customers~~met. A ~~and~~failure ~~accredited~~of ~~investors. Consequently, such rule may deter broker-dealers from recommending or selling~~ our ~~common~~controls ~~stock,~~and ~~which may~~procedures ~~further~~to ~~affect~~detect ~~its~~other ~~liquidity.~~than ~~This~~inconsequential ~~would~~errors ~~also~~or ~~make~~fraud itcould ~~more~~seriously ~~difficult~~harm ~~for~~our usbusiness toand results ~~raise~~of ~~additional capital following a business combination~~operations.

~~There~~Our islimited senior nomanagement ~~public~~team ~~market~~size ~~for~~may hamper our ability to effectively manage a publicly traded company while developing our products ~~common~~and ~~stock~~harm our business. Our management team has experience in the management of publicly traded companies and complying with federal securities laws, ~~nor~~including ~~have~~compliance wewith ~~ever~~recently ~~paid~~adopted ~~dividends~~disclosure requirements on a timely basis. They realize it will take significant resources to meet these requirements while simultaneously working on licensing, developing and protecting our ~~common~~IP. Our ~~stock~~management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

~~There~~Risks isRelated ~~a limited trading market for our common stock and none is expected~~ to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never paid dividends on our ~~common~~Common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.Stock

There is little current trading of our shares. Our stock price is likely to be highly volatile. Although prices for our shares of common stock are quoted on the OTCQB and OTCBB, there is little current trading and no assurance can be given that an active public trading market will develop or, if developed, that it will be sustained. The OTCQB and OTCBB are generally regarded as a less efficient and less prestigious trading market than other national markets. There is no assurance if or when our common stock will be quoted on another more prestigious exchange or market. The market price of our stock is likely to be highly volatile because for some time there will likely be a thin trading market for the stock, which causes trades of small blocks of stock to have a significant impact on the stock price.

-12-

Because our common stock is likely to be considered a “penny stock,” our trading will be subject to regulatory restrictions. Our common stock is currently, and in the near future will likely continue to be, considered a “penny stock.” The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure and other requirements may adversely affect the trading activity in the secondary market for our common stock.

We have not paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited to potential future appreciation on the value of our common stock. We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including without limitation, our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. To the extent we do not pay dividends, our stock may be less valuable because a return on investment will only occur if and to the extent our stock price appreciates, which may never occur. In addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment, and if the price of our stock does not appreciate, then there will be no return on investment. Investors seeking cash dividends should not purchase our common stock.

Our officers, directors and principal stockholders can exert significant influence over us and may make decisions that are not in the best interests of all stockholders. Our officers, directors and principal stockholders (greater than 5% stockholders) collectively own approximately 47.52% of our outstanding common stock. These stockholders will be able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our common stock could have the effect of delaying or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.

Anti-takeover provisions may limit the ability of another party to acquire us, which could cause our stock price to decline. Our certificate of incorporation, as amended, our bylaws and Nevada law contain provisions that could discourage, delay or prevent a third party from acquiring us, even if doing so may be beneficial to our stockholders. In addition, these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.

-13-

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

~~The~~Our ~~Company~~principal ~~neither~~executive ~~rents~~offices ~~nor~~are located ~~owns~~at ~~any properties~~3751 Seneca Ave., ~~The~~Pahrump, ~~Company~~NV ~~utilizes~~89048. ~~the~~We ~~office~~also ~~space~~lease ~~and~~approximately 5,500 ~~equipment~~square feet of ~~its~~office ~~sole~~space ~~officer~~ and ~~director~~storage facilities at no1383 ~~cost.~~2nd ~~Management~~St ~~estimates such~~Gold ~~amounts~~Hill, toOregon be97525 ~~immaterial.~~and ~~The~~850 ~~Company~~square ~~currently~~feet of ~~has~~office nospace ~~policy~~at ~~with~~3751 ~~respect~~Seneca toAve., ~~investments~~Pahrump, orNV ~~interests~~89048 infrom ~~real~~our ~~estate~~Wayne Good, ~~real estate~~CEO. ~~mortgages~~We orpay ~~securities~~approximately of$2,500 orand ~~interests~~$800 ~~in,~~per ~~persons~~month. Our ~~primarily~~corporate ~~engaged~~telephone innumber ~~real~~is ~~estate activities~~(775)-751-6931.

Item 3. Legal Proceedings

We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are not a party to any threatened civil or criminal action or investigation.

Item 4. (Removed and Reserved).

-1314-

PART II

Market Information: Our common stock is listed for trading with a trading symbol “GULD” on the "OTC Markets" market and the “OTC Bulletin Board”, a quotation service that displays sale prices, and volume information for transactions with market makers in over-the-counter ("OTC") equity securities. All such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained. Prior to March 7, 2013 our stock was listed under GSAE.

Based on information obtained from the OTC Markets, the high and low bid quotations for the common stock for each of the quarters of our fiscal years ended ~~December~~October 31, ~~2011~~2012 and ~~December~~October 31, ~~2012~~2013 are set forth in the table below:

	Price Range
		High($)		Low($)
Quarter ended 3/31/11	$	7.75	$	0.60
Quarter ended 1/31/12	$	1.00	$	0.15
Quarter ended 6/30/11	$	2.50	$	1.00
Quarter ended 4/30/12	$	1.49	$	0.20
Quarter ended 9/30/11	$	1.20	$	0.40
Quarter ended 7/31/12	$	0.55	$	0.30
Quarter ended 12/31/11	$	1.90	$	0.15
Quarter ended 10/31/12	$	0.75	$	0.21
Quarter ended 3/31/12	$	1.49	$	0.16
Quarter ended 1/31/13	$	0.69	$	0.25
Quarter ended 6/30/12	$	1.40	$	0.30
Quarter ended 4/30/13	$	3.66	$	0.52
Quarter ended 9/30/12	$	0.75	$	0.21
Quarter ended 7/31/13	$	1.75	$	1.08
Quarter ended 12/31/12	$	0.75	$	0.25
Quarter ended 10/31/13	$	1.75	$	0.25

Holders: As of ~~March~~January 1829, ~~2013~~2014, there were approximately 796 holders of record of our Common Stock. There are currently ~~633~~18,~~770~~285,954 shares of common stock issued ~~and~~ and outstanding of which 284,770 shares of common stock could be sold under Rule 144.

Dividends: Effective January 29, 2010 and as the Record Date of January 29, 2010, we paid a dividend of three new shares of our common stock for every four shares of our common stock outstanding. That is, we issued seven (7) New Shares for every Three (3) Old Shares held as of the January 29, 2010 Record Date.

We have not paid any cash ~~dividend to~~dividends to date, and we have no intention of paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our Board of Directors and to certain limitations imposed under the Nevada Statutes. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operation, financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

Split: Effective November 7, 2012 we consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share, at an exchange ratio of one for one hundred (1:100).

~~Recent~~Description ~~Sales:~~of WeOur ~~had the following stock and promissory note issuances during the year ending December 31, 2012.~~Securities

~~During~~As ~~the~~of ~~quarter ended December 31,~~January ~~2012~~29, ~~we sold 516~~2014,~~000~~ ~~shares of~~ our ~~common~~authorized capital stock ~~for~~consisted ~~$129,123 to various accredited investors. We have yet to issue these shares.~~of:

-~~14-~~ 200,000,000 shares of common stock, par value $0.001 per share

~~All~~As of ~~the shares of the Company's Common~~January Stock and the promissory notes described above were issued with a restricted securities legend pursuant to reliance upon the claim of exemption provided by Section 4(2) of the Securities Act of 1933. In each instance29, ~~the Company was assured that the investor: (a) was sophisticated and experienced in business~~2014, ~~financial,~~there and tax matters; (b) received such disclosures such as the Company's business plan, financial statements, stockholder information, together with copies of the Company's Articles of Incorporation, By-laws, and copies of the minutes and actions of the Company's Board of Directors roughly equivalent to that found in a registration statement; (c) had full and unrestricted access to the Company's books and records; (d) had a full and unrestricted opportunity to ask questions of the Company's officers and directors and to receive answers to all such questions; (e) had a pre-existing business relationship with one or more of the Company's officers and directors of sufficient scope and depth that allowed them to appreciate the background and experience of the Company's management; and (f) understood that the securities acquired were ~~"restricted securities" and that they were issued to the investor for investment purposes only.~~outstanding:

Further, we have relied upon the private placement exemption from registration provided by Section 4(2) of the Securities Act 1933 as amended (the "Act"). The shares and promissory notes described above were issued pursuant to Section 4(2) of the Act which exempts from registration transactions by an issuer not involving a public offering as each person had a pre-~~existing~~ ~~relationship with one or more officers~~18, ~~directors~~285, ~~and~~954 orshares ~~key employees~~ of ~~the~~common ~~Company.~~stock ~~This~~held ~~offering~~by ~~exemption~~96 isstockholders available to any issuer but prohibits general solicitation or advertising. In addition, each purchaser received information regarding the Company that was substantially equivalent to that found in a registration statement. Each prospective purchaser had full and unrestricted access to the Company, our books, and records, and the opportunity to ask questions of ~~our~~record; ~~management~~ and receive answers to their questions. Further, each purchaser gave us assurances that it was experienced and sophisticated in making investments of this type and that they were able to make the investment decision and could afford the total loss of their investment.

In each instance, each of the share purchasers had access to sufficient information regarding the Company so as allow them to make an informed investment decision. More specifically, each purchaser acknowledged that, among other things, the following:-15-

Common Stock

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our board of directors may determine.

Voting Rights

Each holder of our common stock is entitled to one vote for each share of our common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for in our articles of incorporation, as amended, which means that the holders of a majority of the voting shares voted can elect all of the directors then standing for election.

No Preemptive or Similar Rights

Holders of our common stock do not have preemptive rights, and our common stock is not convertible or redeemable.

Right to Receive Liquidation Distributions

Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Anti-takeover Provisions

Certain provisions of our articles of incorporation, as amended, and Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our company.

Nevada Law

In addition, Nevada has enacted the following legislation that may deter or frustrate takeovers of Nevada corporations:

Authorized but Unissued Stock – The authorized but unissued shares of our common stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock may enable our board of directors to issue shares of stock to persons friendly to existing management.

Evaluation of Acquisition Proposals – The Nevada Revised Statutes expressly permit our board of directors, when evaluating any proposed tender or exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary transaction, to consider all relevant factors including, without limitation, the social, legal, and economic effects on our employees, customers, suppliers, and other relevant interest holders, and on the communities and geographical areas in which they operate. Our board of directors may also consider the amount of consideration being offered in relation to the then current market price of our outstanding shares of capital stock and our then current value in a freely negotiated transaction.

-16-

Control Share Acquisitions –Nevada has adopted a control share acquisitions statute designed to afford stockholders of public corporations in Nevada protection against acquisitions in which a person, entity or group seeks to gain voting control. With enumerated exceptions, the statute provides that shares acquired within certain specific ranges will not possess voting rights in the election of directors unless the voting rights are approved by a majority vote of the public corporation’s disinterested stockholders. Disinterested shares are shares other than those owned by the acquiring person or by a member of a group with respect to a control share acquisition, or by any officer of the corporation or any employee of the corporation who is also a director. The specific acquisition ranges that trigger the statute are: acquisitions of shares possessing one-fifth or more but less than one-third of all voting power; acquisitions of shares possessing one-third or more but less than a majority of all voting power; or acquisitions of shares possessing a majority or more of all voting power. Under certain circumstances, the statute permits the acquiring person to call a special stockholders meeting for the purpose of considering the grant of voting rights to the holder of the control shares. The statute also enables a corporation to provide for the redemption of control shares with no voting rights under certain circumstances. As permitted by the statute, we have elected in our articles of incorporation, as amended, not to be governed by the control share acquisitions statute.

Recent Sales of Unregistered Securities

Gold Hill Resources, Inc.

On June 4, 2013, the Company completed a private placement offering to certain institutional and accredited investors (“Investors”) pursuant to which the Company sold an aggregate of 950,200 shares of the Company’s common stock resulting in gross proceeds of $283,173 to the Company.

On October 15, 2013, the Company completed a private placement offering to certain institutional and accredited investors (“Investors”) pursuant to which the Company sold an aggregate of 390,000 shares of the Company’s common stock resulting in gross proceeds of $195,000 to the Company.

All of the shares of the Company's Common Stock described above were issued with a restricted securities legend pursuant to reliance upon the claim of exemption provided by Section 4(2) of the Securities Act of 1933. In each instance, the Company was assured that the investor: (a) was sophisticated and experienced in business, financial, and tax matters; (b) received such disclosures such as the Company's business plan, financial statements, stockholder information, together with copies of the Company's Articles of Incorporation, By-laws, and copies of the minutes and actions of the Company's Board of Directors roughly equivalent to that found in a registration statement; (c) had full and unrestricted access to the Company's books and records; (d) had a full and unrestricted opportunity to ask questions of the Company's officers and directors and to receive answers to all such questions; (e) had a pre-existing business relationship with one or more of the Company's officers and directors of sufficient scope and depth that allowed them to appreciate the background and experience of the Company's management; and (f) understood that the securities acquired were "restricted securities" and that they were issued to the investor for investment purposes only.

Further, we have relied upon the private placement exemption from registration provided by Section 4(2) of the Securities Act 1933 as amended (the "Act"). The shares described above were issued pursuant to Section 4(2) of the Act which exempts from registration transactions by an issuer not involving a public offering as each person had a pre-existing relationship with one or more officers, directors, and or key employees of the Company. This offering exemption is available to any issuer but prohibits general solicitation or advertising. In addition, each purchaser received information regarding the Company that was substantially equivalent to that found in a registration statement. Each prospective purchaser had full and unrestricted access to the Company, our books, and records, and the opportunity to ask questions of our management and receive answers to their questions. Further, each purchaser gave us assurances that it was experienced and sophisticated in making investments of this type and that they were able to make the investment decision and could afford the total loss of their investment.

-17-

In each instance, each of the share purchasers had access to sufficient information regarding the Company so as to allow them to make an informed investment decision. More specifically, each purchaser acknowledged that, among other things, the following:

1.	that they had the ability to bear the economic risks of investing in the shares of the Company;
2.	that they had sufficient knowledge in financial, business, or investment matters to evaluate the merits and risks of the investment;
3.	that they had a certain net worth sufficient to meet the suitability standards of the Company; and
4.	that the Company has made available to them, his counsel and his advisors, the opportunity to ask questions and that they have been given access to any information, documents, financial statements, books and records relative to the Company and an investment in the shares of the Company.

Item 6. Selected Financial Data

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

-1518-

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

~~Recently Issued Accounting Pronouncements~~Overview

~~Refer~~Gold toHill Resources, Inc. is engaged in the ~~financial~~mining ~~statements~~and ~~note~~mineral detection technology via our wholly owned subsidiary Accurate Locators, Inc. Utilizing 1our ~~significant~~evolving ~~accounting~~technology ~~policies~~in ~~related~~metal todetection ~~the~~products, ~~impact~~we ofplan ~~the~~to ~~adoption~~identify potential acquisition and ~~issuance~~partnership ofopportunities ~~recent~~within the ~~accounting~~precious ~~pronouncements~~metals mining sector.

~~Critical~~Accurate ~~Accounting~~Locators is ~~Policies~~a leading all-purpose metal detector manufacturer and distributor. Accurate Locators has been in business since 1992 providing several industry benchmark metal detectors for treasure hunting, gold and royal metal prospecting, forensic and military applications and also for locating under-ground utilities. The products have been used by mining operators, treasure hunters and various sectors of the US Government, including the military branches. Our client list includes the following: Westinghouse, Bureau of Land Management, Bechtel, Graybar, General Services Administration (GSA) and U.S. Army, Navy and Marines.

~~The~~We ~~preparation~~are ofengaged ~~financial statements~~in ~~and~~several ~~related~~research ~~disclosures~~and indevelopment ~~conformity~~projects; ~~with~~we ~~accounting~~are ~~principles~~evolving ~~generally~~our ~~accepted~~current inground ~~the~~penetrating ~~United~~radar, ~~States~~induced ~~requires estimates and assumptions that affect the reported amounts of assets and liabilities~~polarization, ~~revenues~~pulse ~~and expenses and related disclosures of contingent~~induction ~~assets~~ and ~~liabilities~~other inmetal ~~the~~detection ~~financial statements and accompanying notes~~systems. ~~The~~We ~~SEC~~filed ~~has~~our ~~defined~~first aprovisional ~~company's~~patent ~~critical~~on ~~accounting policies~~our asblanket ~~the~~antenna ~~ones~~technology ~~that~~on ~~are~~November ~~most important to the portrayal of the company's financial condition and results of operations~~12, ~~and~~2012. ~~which~~We ~~require~~also ~~the~~plan ~~company~~ to ~~make~~file ~~its~~several ~~most~~additional ~~difficult~~patents ~~and~~in ~~subjective judgments, often as a result of~~ the ~~need~~next totwelve ~~make~~months; ~~estimates of~~which ~~matters~~will ~~that~~further ~~are~~enhance ~~inherently~~and ~~uncertain.~~protect ~~We believe that~~ our ~~estimates and assumptions are reasonable under the circumstances;~~intellectual ~~however,~~property ~~actual~~portfolio ~~results may vary from these estimates~~ and ~~assumptions.~~greatly Weimprove ~~have~~on ~~identified~~our indetection ~~Note~~systems 2capabilities, -thus ~~"Summary~~positioning ofthe ~~Significant Accounting~~Company ~~Policies"~~ to ~~the~~capture ~~Financial~~greater ~~Statements contained in Item 8 of this document certain critical accounting policies~~market ~~that~~share ~~affect the more significant judgments and estimates used~~ in the ~~preparation~~geophysics ~~of the financial statements~~sector.

~~Results~~The ~~from~~Merger ~~Operations~~was –accounted ~~Years~~for ~~Ended~~as ~~December~~a ~~31,~~reverse ~~2012~~merger (recapitalization) with Accurate Locators deemed to be the accounting acquirer, and ~~2011~~our company deemed to be the legal acquirer. Accordingly, the following discussing represents a discussion of the operations of our wholly-owned subsidiary, Accurate Locators, Inc. for the periods presented.

~~For~~Results ~~the twelve months ended December 31, 2012 and 2011, the Company had no revenues from continuing operations. For the twelve months ended December 31, 2012, the Company had a loss from operations~~ of ~~$76,521, as compared with a loss from operations of $49,946 for the twelve months ended December 31, 2011.~~Operations

~~For~~Year ~~the~~Ended ~~twelve months ended December~~ October 31, ~~2012,~~2013 Compared ~~the~~with ~~Company~~Year ~~incurred~~Ended ~~$12,398~~October ~~of other expenses, comprised of interest expense. For the twelve months ended December~~ 31, ~~2011,~~ ~~the Company incurred $11,620 of other expenses.~~2012

Revenue

Our revenues were $862,121 and $942,800 for the years ended October 31, 2013 and 2012, respectively, a decrease of $80,679. During 2013, we increased our prices and reduced our advertising expenditures. These changes ultimately proved to be detrimental to our overall revenue. Our ability to increase our revenues requires us to expend a significant amount of money on research and development. To the extent that we are unable to raise additional funds or unsuccessful with our research and development activities, there will be a material impact on the growth of our revenues as we will be unable to come out with new products.

-19-

Cost of Revenue and Gross Profits

Our gross profit was $563,749 and $612,972 for the years ended October 31, 2013 and 2012, respectively, a decrease of $49,222. The decrease in our gross profit margin was partially attributable to the decrease in revenues.

Selling, General and Administrative Expenses

Selling, general and administrative expenses was $794,229 and $619,337 for the years ended October 31, 2013 and 2012, respectively, an increased to $174,892. The increase is primarily due to increases in research and development costs and costs associated with being public.

Interest Income

Interest expense was $31,299 and $16,706 for the years ended October 31, 2013 and 2012, respectively. The increase was the result of higher debt in 2013.

Liquidity and Capital Resources

WeNet ~~are~~cash ~~insolvent.~~provided by As/ of(used ~~December~~in) ~~31, 2012,~~operating weactivities ~~had~~was $~~239~~ (~~and no other current assets~~369,812) and ~~we had total current liabilities of~~ $~~221~~18,~~622.~~912 ~~The~~for ~~latter represents~~ the ~~total amount~~years ofended ~~debts~~October ~~and liabilities that we owed and which are due for payment within 12 months. Thus~~31, ~~we have almost no funds to pay~~2013 ~~our currently due debts~~ and ~~liabilities~~2012, respectively. The ~~Should~~increase ~~one~~in orthe ~~more~~amount of ~~our~~cash ~~creditors~~used ~~seek~~was orlargely ~~demand~~due ~~payment, we are not likely~~ to ~~have~~ the ~~resources~~increase toin ~~pay~~net orloss ~~satisfy any such claims. Thus, we clearly face a significant and continuing risk of defaulting on our obligations~~in to2013 ~~our creditors with consequential legal~~ and ~~other~~change ~~costs~~in ~~that~~accounts ~~would~~payable ~~severely~~ and ~~adversely~~accrued ~~impact~~expenses ~~our~~balances ~~ability~~in ~~to continue our existence as a corporate enterprise~~2013.

~~-16-~~Net cash provided by / (used in) investing activities was $21,257 and $(26,195) for the years ended October 31, 2013 and 2012, respectively as the Company continued to use funds to purchase equipment for research and development.

~~Our~~Net ~~insolvent~~cash ~~financial condition also~~provided ~~may~~by ~~create~~financing aactivities ~~real~~was ~~risk~~$306,043 ~~that~~and we$42 ~~may be forced to file~~ for ~~protection~~the ~~under~~years ~~applicable~~ended ~~bankruptcy~~October ~~laws~~31, or2013 ~~state~~and ~~insolvency~~2012, ~~statutes~~respectively. Cash Weprovided ~~also~~by ~~may~~financing ~~face~~activities ~~the~~in ~~risk~~2013 ~~that~~was amainly ~~receiver~~from ~~may~~the besale ~~appointed.~~of Wecommon ~~face~~stock ~~that risk~~ and ~~other~~the ~~risks~~increase ~~resulting~~in ~~from~~amounts ~~our~~due ~~precarious~~to ~~financial condition~~related parties.

~~For~~The ~~these~~total ~~and~~liabilities of ~~other~~the ~~reasons~~Company at October 31, 2013 were $556,359. To the extent our business erodes or we ~~anticipate~~are unable to receive additional financing ~~that~~we ~~unless~~would be unable to meet the terms of this debt and we ~~can~~would ~~obtain~~have ~~sufficient~~difficulty ~~capital~~continuing as a going concern. The revolving fixed and converted from anrevolving ~~outside~~credit ~~source~~facilities were secured by inventory, accounts receivable and doequipment soas inof ~~the~~October ~~very~~31, ~~near~~2013 and ~~future~~October 31, we2012. ~~may~~The beterm ~~unable~~loans were secured by vehicles. Our revolving credit facility of $115,480 was converted to ~~continue~~a fixed tocredit ~~operate~~facility ason November 7, 2012 with an extended maturity date due on November 1, 2017. Our fixed credit facility has a ~~corporation~~maturity date due on November 1, ~~continue~~2014 with an annual interest rate of 7%. Our term financings have maturity dates due from February 2014 to ~~meet~~March ~~our~~2028 ~~filing~~with ~~obligations~~annual ~~under~~interest ~~the~~rates ~~Securities~~ranging ~~Exchange~~from ~~Act~~5.9% to 6.25%. As of ~~1934~~January 29, or2014, ~~otherwise~~we ~~satisfy~~were in compliance in all material respects with our ~~obligations~~debt toagreements. ~~our~~There ~~stock~~are ~~transfer~~no ~~agent,~~financial ~~our~~covenants ~~accountants~~concerning debt-to-equity, ~~our~~tangible ~~legal~~net ~~counsel,~~equity ~~our~~and ~~EDGAR~~interest coverage ~~filing~~ratios. ~~agent~~Currently, ~~and~~we ~~many~~cannot ~~others~~borrow any more under these credit facilities. There are no covenants that restrict additional borrowing from other sources. There are no financial covenants under our debt agreements.

For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received from, our officers there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.-20-

AsAccurate ofLocators has ~~December~~suffered 31recurring losses from operations in the past two fiscal years. In the past two fiscal years, ~~2012~~we have funded operations through accumulated earnings, borrowings from related parties, and ~~December~~proceeds from debt. We are in need of generating 31significant cash resources to achieve our future strategic plan. On June 4, ~~2011~~2013, the Company ~~had~~completed ~~assets~~a ~~equal~~private placement offering to ~~$239.~~certain ~~The~~institutional and accredited investors (“Investors”) pursuant to which the Company' sold an aggregate of 950,200 shares of the Company’s ~~current~~common ~~liabilities~~stock asresulting in gross proceeds of ~~December~~$283,173 31to the Company. From June 14 to October 15, ~~2012~~2013, the Company completed a private placement offering to certain institutional and ~~December~~accredited 31investors (“Investors”) pursuant to which the Company sold an aggregate of 390,000 ~~2011~~shares of the Company’s common stock resulting in gross proceeds ~~were~~of $~~221~~195,~~622~~000 to the Company. The Company intends to use the proceeds of the offering for working capital and ~~$261~~to develop its element detecting technologies. Currently for our operations,~~587,~~ ~~respectively~~we are expending approximately $25,000 ~~comprised~~more ofper ~~accounts~~month ~~payable~~then we are making. Even with the proceeds we raised, ~~accrued~~we anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs for more than three months and we are currently seeking additional financing. . Our ability to continue our operations may prove to be more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection therewith. To successfully execute our business plan, we would need an additional $1 million. In the event we were unsuccessful in raising additional funding and aour ~~note~~existing ~~payable~~cash and cash equivalents were not sufficient to afund ~~related~~our ~~party~~business needs, we would scale back all new product development besides our Ground Penetrating Radar project. This would delay the release of our future products. Our officers have also indicated their willingness to defer amounts owed to them. This would allow us to maintain our existing operations.

~~The~~These ~~following~~conditions israise substantial doubt about our ability to continue as a ~~summary~~going ofconcern. ~~the~~Our ~~Company's cash~~auditor ~~flows~~has ~~provided~~issued bya ~~(used~~"going ~~in)~~concern" ~~operating,~~qualification ~~investing,~~as ~~and~~part ~~financing~~of ~~activities~~their opinion in the Audit Report for the ~~years~~year ended ~~December~~October 31, ~~2012 and 2011:~~2013.

	Years ended December 31,
	2012			2011
Operating Activities	$	(1,983	)	$	(10,335	)
Investing Activities		—			—
Financing Activities		2,222			10,335
Net Effect on Cash	$	239		$	—

During the quarter ended December 31, 2012, we sold 516,000 shares of our common stock for $129,123 to various accredited investors. We have yet to issue these shares.

The Company currently has nominal assets, no active business operations and no sources of revenues. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. Our financial statements indicate that without additional capital, there is substantial doubt as to our ability to continue as a going concern.

Going Concern Uncertainties

We currently have no source of operating revenue, and have only limited working capital with which to pursue our business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of their opinion in the Audit Report for the year ended December 31, 2012.

-17-

Capital Expenditures

We have not incurred any material capital expenditures.

Commitments and Contractual Obligations

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable

-1821-

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm			2023
Balance Sheets at December 31, 2012 and 2011			21
Consolidated Balance Sheets at October 31, 2013 and 2012			24
Statements of Operations for the years ended December 31, 2012 and 2011			22
Consolidated Statements of Operations for the years ended October 31, 2013 and 2012			25
Statements of Stockholders Deficit for the years ended December 31, 2012 and 2010			23
Consolidated Statements of Changes in Stockholders Equity (Deficit) for the years ended October 31, 2013 and 2012			26
Statements of Cash Flows for the years ended December 31, 2012 and 2011			25
Consolidated Statements of Cash Flows for the years ended October 31, 2013 and 2012			27
Notes to Financial Statements			26
Notes to Consolidated Financial Statements			28

-1922-

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Gold Hill Resources, Inc. and Subsidiaries

(Formerly Green Star Alternative Energy, Inc..)

We have audited the accompanying consolidated balance sheets of Gold Hill Resources, Inc. and Subsidiaries as of October 31, 2013 and 2012 and the related statements of operations, changes in stockholders' equity (Adeficit) ~~Development~~and ~~Stage~~cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company)'s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with the standards of ~~Gold~~the ~~Hill~~Public ~~Resources,~~Company ~~Inc.~~Accounting (AOversight ~~Development~~Board ~~Stage~~(United ~~"Company"~~States). asThose ofstandards ~~December~~require ~~31,~~that ~~2012~~we plan and ~~2011~~perform the ~~and~~audit to obtain reasonable assurance about whether the ~~related~~ consolidated financial statements are free of ~~operations,~~material ~~changes~~misstatement. An inaudit ~~stockholders'~~includes ~~deficit~~examining, ~~and~~on ~~cash~~a ~~flows~~test ~~for~~basis, ~~the~~evidence ~~years~~supporting ~~then~~the ~~ended,~~amounts and ~~for~~disclosures in the ~~period~~consolidated ~~from~~financial ~~March~~statements. 2,An ~~2001~~audit ~~(inception)~~also toincludes ~~December~~assessing ~~31,~~the ~~2012.~~accounting ~~These~~principles ~~financial~~used ~~statements~~and ~~are~~significant ~~the~~estimates ~~responsibility~~made ofby ~~the~~management, ~~Company's~~as ~~management.~~well ~~Our~~as ~~responsibility~~evaluating isthe tooverall ~~express~~consolidated anfinancial ~~opinion~~statement onpresentation. ~~these~~We ~~financial~~believe ~~statements~~that ~~based~~our onaudits provide a reasonable basis for our ~~audits~~opinion.

WeIn ~~conducted~~ our ~~audit~~opinion, ~~in accordance with~~ the ~~standards~~consolidated offinancial statements ~~the~~referred ~~Public~~to ~~Company~~above ~~Accounting~~present ~~Oversight~~fairly, ~~Board~~in ~~(United~~all ~~States).~~material ~~Those~~respects, ~~standards require that we plan and perform~~ the ~~audit~~consolidated tofinancial ~~obtain~~position ~~reasonable~~of ~~assurance~~Gold ~~about~~Hill ~~whether~~Resources, Inc. ~~the~~and ~~financial~~Subsidiaries ~~statements~~as ~~are free~~ of ~~material~~October ~~misstatement. An audit includes examining~~31, on2013 aand ~~test basis~~2012, ~~evidence supporting the amounts~~ and ~~disclosures in~~ the ~~financial~~result ~~statements.~~of Antheir ~~audit~~consolidated ~~also~~operations ~~includes assessing the accounting principles used~~ and ~~significant~~their ~~estimates~~consolidated ~~made~~cash flows byfor ~~management, as well as evaluating~~ the ~~overall~~years ~~financial statement~~then ~~presentation.~~ended Wein ~~believe~~conformity ~~that~~with ~~our~~accounting ~~audit~~principles ~~provides~~generally aaccepted ~~reasonable~~in ~~basis~~the ~~for~~United ~~our opinion~~States.

InThe ~~our~~accompanying ~~opinion,~~consolidated ~~the~~ financial ~~statements~~ ~~referred~~statements tohave ~~above~~been ~~present~~prepared ~~fairly,~~assuming inthat ~~all~~the ~~material~~Company ~~respects,~~will ~~the~~continue ~~financial~~as ~~position~~a ofgoing ~~Gold~~concern. ~~Hill~~As ~~Resources,~~discussed ~~Inc.~~in asNote of1 ~~December~~to the consolidated 31financial statements, ~~2012~~the ~~and~~Company ~~2011,~~has experienced recurring operating losses and ~~the~~negative ~~result~~cash offlow ~~its~~since ~~operations~~inception and has financed its ~~cash~~working ~~flows~~capital ~~for~~requirements through the ~~years~~issuance ~~then~~of ~~ended~~notes ~~and~~payable, ~~for~~common ~~the~~stock ~~period~~and advances from ~~March~~related 2parties. These conditions, ~~2001~~among ~~(inception)~~others, raise substantial doubt about the Company’s ability to ~~December~~continue ~~31,~~as ~~2012,~~a ingoing ~~conformity~~concern. ~~with~~Management's ~~accounting~~plans ~~principles~~concerning these ~~generally~~matters ~~accepted~~are also described in Note 1 to the ~~United~~consolidated ~~States~~financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, to the financial statements, the Company is in the development stage and has not generated any revenues from operations to date, and does not expect to do so in the foreseeable future. The Company has experienced recurring operating losses and negative operating cash flows since inception and has financed its working capital requirements through the recurring financing of its principal shareholder. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Anton & Chia, LLP

~~March~~January 1827, ~~2013~~2014

Newport Beach, CA

-20-

Gold Hill Resources, Inc. (Formally Green Star Alternative Energy, Inc.) (A Development Stage Company) Balance Sheets As of December 31, 2012 and 2011
		2012			2011
ASSETS
Cash	$	239		$	—
TOTAL ASSETS	$	239		$	—
LIABILITIES and STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	134,538		$	60,000
Loan from related party - director		87,084			201,587
Total current liabilities		221,622			261,587
Stockholders' deficit
Common stock, (Authorized, 200,000,000 shares, par value: $0.001, 633,770 shares shares issued and outstanding as of December 31, 2012 and 2011 *		633			633
Additional paid-in capital		156,702			156,702
Subscription payable		129,123			—
Deficit accumulated during the development stage		(507,841	)		(418,922	)
Total stockholders' deficit		(221,383	)		(261,587	)
TOTAL LIABILITIES and STOCKHOLDERS' DEFICIT	$	239		$	—

The accompanying notes are an integral part of these financial statements.

*The common shares outstanding are post reverse stock split of one share for every 100 shares of the Company’s Common stock which was effectuated on November 7, 2012. For further details, please see Note 5 to these financial statements.

-21-

Gold Hill Resources, Inc. (Formally Green Star Alternative Energy, Inc.) (A Development Stage Company) Statements of Operations For the Years ended December 31, 2012 and 2011 and for the Period from March 2, 2001 (inception) through December 31, 2012
							From March 2, 2001 (Inception) through
	Years ended December 31,						December 31,
	2012			2011			2012
Revenues	$	—		$	—		$	68,029
Operating expenses
Administrative expenses		76,521			49,946			537,521
Total operating expenses		76,521			49,946			537,521
Loss from operations		(76,521	)		(49,946	)		(469,492	)
Other expense
Interest expense		(12,398	)		(11,620	)		(59,063	)
Gain on forgiveness of debt		—			—			12,213
Gain on sale of equipment		—			—			8,501
Total other expense		(12,398	)		(11,620	)		(38,349	)
Net loss	$	(88,919	)	$	(61,566	)	$	(507,841	)
Loss per share– basic and diluted	$	(0.14	)	$	(0.10	)
Weighted average number of common shares outstanding – basic and diluted		633,770			633,770

The accompanying notes are an integral part of these financial statements.

-22-

Gold Hill Resources, Inc.

(Formerly Green Star Alternative Energy, Inc.)

(A Development Stage Company)

Statements of Changes in Stockholders' Deficit

From March 2, 2001 (inception) through December 31, 2012

	Common Stock*	Common Stock Amount		Additional Paid-in Capital		Deficit Accumumulated During the Development Stage		Total
March 5, 2001,
62,500 shares issued for services	62,500	$	6,250	$	(5,000)	$	-	$	1,250
April 5, 2001,
62,500 shares issued for services	62,500		6,250		(5,000)		-		1,250
August to December 2001
37,500 shares issued for cash	37,500		3,750		3,750		-		7,500
Net loss, December 31, 2001	-		-		-		(2,066)		(2,066)
Balance, December 31, 2001	162,500		16,250		(6,250)		(2,066)		7,934
Net loss, December 31, 2002	-		-		-		(2,204)		(2,204)
Balance, December 31, 2002	162,500		16,250		(6,250)		(4,270)		5,730
Net loss, December 31, 2003	-		-		-		(11,024)		(11,024)
Balance, December 31, 2003	162,500		16,250		(6,250)		(15,294)		(5,294)
Net loss, December 31, 2004	-		-		-		(1,475)		(1,475)
Balance, December 31, 2004	162,500		16,250		(6,250)		(16,769)		(6,769)

-23-

Net income, December 31, 2005	-		-		-		9,781		9,781
Balance, December 31, 2005	162,500		16,250		(6,250)		(6,988)		3,012
Net income, December 31, 2006	-		-		-		1,808		1,808
Balance, December 31, 2006	162,500		16,250		(6,250)		(5,180)		4,820
Net loss, December 31, 2007	-		-		-		(4,820)		(4,820)
Balance, December 31, 2007	162,500		16,250		(6,250)		(10,000)		-
May 9, 2008,
100,000 shares issued for cash	100,000		10,000		40,000		-		50,000
Net loss, December 31, 2008	-		-		-		(102,367)		(102,367)
Balance December 31, 2008	262,500		26,250		33,750		(112,367)		(52,367)
Net loss December 31, 2009	-		-		-		(176,596)		(176,596)
Balance December 31, 2009	262,500		26,250		33,750		(288,963)		(228,963)
Share dividend of three additional shares for every four shares of common stock	196,875		19,688		(19,688)		-		-
On September 17, 2010, 174,000 shares issued for debt repayment	174,000		17,400		69,600		-		87,000
Net loss, December 31, 2010	-		-		-		(68,393)		(68,393)
Balance December 31, 2010	633,375		63,338		83,662		(357,356)		(210,356)
Additional paid-in capital from related party			-		10,335		-		10,335
Net loss, December 31, 2011	-		-		-		(61,566)		(61,566)
Balance December 31, 2011	633,375		63,338		93,997		(418,922)		(261,587)
On November 7, 2012 reverse stock split 1 for 100	(5)		(62,705)		62,705				-
Subscription payable					129,123				129,123
Net loss, December 31,2012							(88,919)		(88,919)
Balance December 31, 2012	633,770	$	633	$	285,825	$	(507,841)	$	(221,383)

Gold Hill Resources, Inc. and Subsidiaries
Consolidated Balance Sheets

The accompanying notes are an integral part of these financial statements.

	Years Ended October 31,
	2013			2012
ASSETS
CURRENT ASSETS
Cash	$	86,728		$	129,240
Inventories, net		222,353			249,316
TOTAL CURRENT ASSETS		309,081			378,556

Property and equipment, net		23,397			55,668

TOTAL ASSETS	$	332,478		$	434,224

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	60,522		$	40,414
Due to related parties		222,357			30,657
Note payable and accrued interest - related party		37,193				__
Current portion of long-term debt		48,727			54,575
TOTAL CURRENT LIABILITIES		368,799			125,646

Long-term debt		187,560			247,628
TOTAL LIABILITIES		556,359			373,274

STOCKHOLDERS' EQUITY/(DEFICIT)

Common stock, $ 0.001 par, 200,000,000 shares authorized; 31,705,954 and 29,732,000 shares issued and outstanding, respectively ₁		31,706			29,732
Additional paid in capital₁		(46,758	)		(21,732	)
Retained earnings / (accumulated deficit)		(208,829	)		52,950
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)		(223,881	)		60,950

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	332,478		$	434,224

*The1The ~~common~~October ~~shares~~31, ~~outstanding~~2012 ~~are~~capital ~~post~~accounts ~~reverse stock split~~ of ~~one~~the ~~share~~Company ~~for~~have ~~every~~been ~~100~~retroactively ~~shares~~restated ofto reflect the ~~Company’s~~equivalent ~~Common~~number ~~stock~~of ~~which~~common ~~was~~shares ~~effectuated~~based on ~~November~~the 7,exchange ~~2012~~ratio of the merger transaction.

The accompanying notes are an integral part of these consolidated financial statements.

-24-

Gold Hill Resources, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Year Ended December 31, 2012 and 2011 and
for the Period from Inception (March 2, 2001) through December 31, 2012
							From March 2, 2001
							(Inception) Through
	Years ended December 31,						December 31,
	2012			2011			2012
Operating Activities
Net loss	$	(88,919	)	$	(61,566	)	$	(507,841	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		—			—			3,120
Share issued for services		—			—			2,500
Cancellation of other loan payable		—			—			(94,063	)
Changes in operating assets and liabilities:
Increase in accounts payable		74,538			39,610			151,465
Increase in interest payable		12,398			11,620			63,057
Net Cash used in Operating Activities		(1,983	)		(10,335	)		(381,762	)
Investing Activities
Purchase of equipment		—			—			(98,307	)
Proceeds from the sale of equipment		—			—			95,187
Net Cash Provided by (used in) Investing Activities		—			—			(3,120	)
Financing Activities
Loan from related party		(126,901	)		—			94,100
Additional paid-in capital from related party		—			10,335			10,335
Increase in other loan payable		—			—			94,063
Subscription payable		129,123			—			129,123
Cash received from issuance of stock		—			—			57,500
Net Cash Provided by Financing Activities		2,222			10,335			385,121
Net increase in cash		239			—			239
Cash at beginning of period		—			—			—
Cash at End of Period	$	239		$	—		$	239
Cash Paid for Interest	$	—		$	—		$	—
Cash Paid for Income Taxes	$	—		$	—		$	—

Gold Hill Resources, Inc. and Subsidiaries

Consolidated Statements of Operations

The accompanying notes are an integral part of these financial statements.

	Year Ended October 31,
	2013			2012

REVENUE	$	862,121		$	942,800

COST OF REVENUE		298,372			329,828

GROSS PROFIT		563,749			612,972

OPERATING EXPENSES
General & administrative		794,229			619,337
LOSS FROM OPERATIONS		(230,480	)		(6,365	)

Interest expense and other, net		(31,299	)		(16,706	)

LOSS BEFORE PROVISION FOR INCOME TAXES	$	(261,779	)	$	(23,071	)

Income taxes		—			—

Net Loss	$	(261,779	)	$	(23,071	)

Loss per share - basic & diluted	$	(0.01	)	$	(0.00	)

Weighted average shares – basic and diluted₂		30,435,736			29,732,000

The accompanying notes are an integral part of these consolidated financial statements.

-25-

Gold Hill Resources, Inc. and Subsidiaries

~~(Formally~~Consolidated ~~Green~~Statement ~~Star~~of ~~Alternative Energy,~~Changes ~~Inc.~~in Stockholders' Equity (Deficit)

(AFor ~~Development~~the ~~Stage~~Years ~~Company)~~Ended October 31, 2013 and 2012

Notes to Financial Statements

	Common Stock
		Shares		Amount	Paid-In Capital			Retained Earnings (Deficit)		Total Shareholders’ Equity (Deficit)

Balance at October 31, 2011 (3)		29,732,000		29,732	(21,732	)		76,021		84,021

Net loss		—		—	—			(23,071	)	(23,071)

Balance at October 31, 2012 (3)		29,732,000	$	29,732	(21,732	)	$	52,950		$60,950

Shares issued to acquire Gold Hill Resources		1,583,954		1,584	(219,636	)		—		(218,052)

Shares purchased for cash		390,000		390	194,610			—		195,000

Net loss		—		—	—			(261,779	)	(261,779)

Balance at October 31, 2013		31,705,954	$	31,706	(46,758	)	$	(208,829	)	$(223,881)

~~December~~3The ~~31,~~capital ~~2012~~accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares.

~~NOTE~~The 1.accompanying ~~ORGANIZATION~~notes ~~AND~~are ~~DESCRIPTION~~an integral OFpart ~~BUSINESS~~of these consolidated financial statements.

Gold Hill Resources, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 2, 2001 and originally in the travel business, where the Company provided travel packages to financial services professionals in connection with seminars and other professional education events.

On June 6, 2008, the Company, by amendment to its articles of incorporation, changed its name to Green Star Alternative Energy, Inc. and changed its business operations to become a provider of energy from wind, water and sunlight. The Company ceased this business as of June 30, 2010.

On September 5, 2012, the Company entered into a non-definitive Letter of Intent (the “LOI”) with certain unaffiliated purchasers (“Buyers”), pursuant to which at closing the Company would issue 12,000,000 newly issued shares of common stock (the “Shares”), and any rights attached to the shares as of the date hereof (these Shares will be post a reverse stock split of 1 for 100), of Green Star Alternative Energy, Inc. for a total Purchase Price of One Hundred and Fifty Thousand Dollars (USD$150,000.00) which includes transaction fees (the “Purchase Price”) (collectively the “Transaction”). The Transaction has not closed yet and we are currently negotiating a revised agreement. After the closing, the Company’s principal business focus would be mining and mining technologies.

On October 15, 2012, and pursuant to the Certificate of Amendment of the Company’s Articles of Incorporation (the “Amendment”), as filed with the Secretary of State of the State of Nevada on November 7, 2012, the Company consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exchange ratio of one for one hundred (1:100) (the “Reverse Stock Split”) and changed the name of the Company from “Green Star Alternative Energy, Inc.” to “Gold Hill Resources, Inc.” (the “Corporate Name Change”).

The Company has minimal operations at this time and is considered a development stage company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying audited financial statements of Gold Hill Resources, Inc. are presented in accordance with the requirements for Form 10-K and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.

These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Going Concern - Since inception, the Company and has a cumulative net loss of $507,841. Since inception, the Company has also been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

-26-

The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Gold Hill Resources, Inc. and Subsidiaries
Consolidated Statements of Cash Flows


	Years Ended October 31,
	2013			2012
OPERATING ACTIVITIES:
Net loss	$	(261,779	)	$	(23,071	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization expense		33,814			42,145
Gain on sale of equipment		(22,800	)		—
Changes in assets and liabilities:

Inventories		26,963			9,778
Accounts payable and accrued expenses		(146,010	)		(9,940	)
Net cash provided by (used in) operating activities		(369,812	)		18,912

INVESTING ACTIVITIES:
Purchase of equipment		(1,543	)		(26,195	)
Proceeds from sale of equipment		22,800			—
Net cash provided by (used in) investing activities		21,257			(26,195	)

FINANCING ACTIVITIES:
Payment of long-term debt		(65,916	)		(27,035	)
Increase in loan payable – related party		31,744			—
Due to related parties		131,900			27,077
Cash received in recapitalization transaction		13,315			—
Proceeds from sale of common stock		195,000			—
Net cash provided by financing activities		306,043			42

Net decrease in cash		(42,512	)		(7,240	)

CASH AT BEGINNING OF PERIOD		129,240			136,481

CASH AT END OF PERIOD	$	86,728		$	129,240

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest	$	17,866		$	19,630
Cash paid for taxes	$	—		$	—

~~Use~~3 ofCash ~~Estimates - The~~from ~~preparation~~operating, ofinvesting ~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates~~ and ~~assumptions~~financing ~~that~~activities ~~affect~~is ~~the~~recorded ~~reported~~net ~~amounts~~ of ~~assets~~recapitalization ~~and~~transaction, ~~liabilities~~described ~~and~~in ~~disclosure of~~Note ~~contingent~~1 ~~assets~~to ~~and~~these ~~liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from~~consolidated ~~these~~financial ~~estimates~~statements.

~~Income Taxes -~~ The ~~Company records~~accompanying ~~income~~notes ~~taxes~~are inan ~~accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting~~integral ~~Standards~~part Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of ~~temporary differences~~these ~~between~~consolidated ~~the~~ financial ~~statement carrying amounts and tax basis of assets and liabilities~~statements. ~~Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.~~

Cash and Cash Equivalents - Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. There minimal cash and no cash equivalents as of December 31, 2012 and 2011.

Fair Value of Financial Instruments - On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The fair value of the Company's accrued liabilities and accounts payable approximate their carrying values because of the short-term nature of these items.

Stock-Based Compensation — The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC Topic 718, “Share Based Payment Arrangements”. The standard requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services received in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly, upon adoption, prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect of compensation expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and recorded compensation expense for all awards granted after the date of adoption.

The standard provides that income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition.

-27-

~~Net~~Gold ~~Loss~~Hill ~~Per Share — The Company computes net loss per share in accordance with FASB ASC Topic 260~~Resources, “Earnings per Share,” Under the provisions of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the periodInc. ~~Common equivalent shares related to stock options~~ and ~~warrants have been excluded from the computation of basic and diluted earnings per share, for the years ended December 31, 2012 and 2011 because their effect is anti-dilutive.~~Subsidiaries

~~Concentration~~Notes ofto ~~Credit~~Consolidated ~~Risk —~~ Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed FDIC insured limits.Statements

~~Recently~~October ~~Issued~~31, ~~Accounting Pronouncements -~~ 2013

~~Effective~~NOTE ~~January 2012, the Company adopted ASU No~~1. ~~2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04).~~ BASIS ~~ASU~~OF ~~2011-04~~PRESENTATION ~~represents~~AND the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.ORGANIZATION

~~Effective~~Current ~~January~~Operations ~~2012,~~and ~~the Company adopted~~Background ~~ASU~~— ~~No.~~Gold ~~2011-05~~Hill Resources, ~~Presentation~~Inc. ~~of Comprehensive Income~~ (~~ASU~~the ~~2011-05~~“Company”). ~~ASU 2011-05~~ is ~~intended~~a toNevada ~~increase~~corporation ~~the~~that ~~prominence~~was ~~of items~~incorporated ~~reported~~on inMarch ~~other~~2, ~~comprehensive~~2001 ~~income~~ and toits ~~facilitate~~wholly-owned ~~convergence~~subsidiaries ofAccurate ~~accounting~~Locators, ~~guidance~~Inc., inan ~~this~~Oregon ~~area~~corporation, ~~with~~and ~~that~~Imaging ofLocators, ~~the IASB~~Inc., ~~The amendments require that all nonowner changes in shareholders’ equity be presented in~~ a ~~single~~Nevada ~~continuous~~Corporation, ~~statement~~were ~~of comprehensive~~incorporated ~~income~~on orOctober in20, ~~two~~1997 ~~separate~~and ~~but~~June ~~consecutive~~28, ~~statements. In December 2011~~2004, ~~the FASB issued ASU No~~respectively. ~~2011-12,~~Prior ~~Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments~~ to ~~the~~June ~~Presentation~~13, of2013, ~~Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers~~ the ~~provisions of ASU 2011-05~~completion ~~that~~date ~~require the presentation~~ of ~~reclassification adjustments on~~ the ~~face~~Merger, ofwe ~~both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that~~ were ~~not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have~~ a ~~material~~public ~~impact~~“shell” oncompany ~~the~~with ~~financial~~nominal ~~statements~~assets.

InOn May ~~December~~31, ~~2011~~2013, ~~the~~Gold ~~FASB~~Hill ~~issued~~Resources, ~~ASU No~~Inc. ~~2011-11, Balance~~entered ~~Sheet~~into an Agreement and Plan of Merger (~~Topic~~“Merger ~~210~~Agreement”): ~~Disclosures~~with ~~about~~AL ~~Offsetting~~Merger Corporation, ~~Assets~~an Oregon corporation and ~~Liabilities~~wholly-owned subsidiary of Gold Hill (~~ASU~~“MergerCo”), ~~2011-11~~Accurate Locators and Wayne Good (“Good” and together with Accurate Locators, the “Good Parties”). The ~~amendments~~closing in(the ~~ASU~~“Closing”) of ~~2011-11~~the ~~require~~ transactions contemplated by the ~~disclosure~~Merger ofAgreement ~~information~~(the “Merger”) occurred on ~~offsetting~~June ~~and~~13, ~~related~~2013. At ~~arrangements~~the Closing, ~~for~~(i) ~~financial~~MergerCo was merged with and ~~derivative~~into ~~instruments~~Accurate toLocators; ~~enable~~(ii) ~~users~~Accurate ofLocators became our wholly-owned subsidiary; (iii) ~~its~~all ~~financial~~of ~~statements~~Accurate toLocators’ ~~understand~~shares prior to the ~~effect~~Merger were exchanged for comparable securities of ~~those~~our ~~arrangements~~company; onand ~~its~~(iv) ~~financial~~95% of ~~position~~our shares were owned by Accurate Locators’ former shareholders. At ~~Amendments~~the ~~under~~Closing, ~~ASU~~we ~~2011-11~~issued to Accurate Locators’ ~~will~~former beshareholders, ~~applied~~in ~~retrospectively~~exchange for ~~fiscal~~the ~~years,~~equity ~~and~~of ~~interim~~Accurate ~~periods~~Locators ~~within~~prior ~~those~~to ~~years~~the Merger, ~~beginning~~29,732,000 ~~after~~shares ~~January~~of 1,our ~~2013.~~common ~~The~~stock. As ~~Company~~a isresult ~~evaluating~~of the ~~effect,~~Merger ifwe ~~any~~are solely engaged in Accurate Locators’ business, ~~adoption~~Accurate Locators’ officers became our officers and our director remained as the only director. The issuance of ~~ASU~~the ~~2011-11~~shares ~~will~~of ~~have~~our oncommon ~~its~~stock ~~financial~~to ~~statements~~Accurate Locator’s former stockholders is intended to be exempt from registration under Rule 506 promulgated under the Securities Act.

InAs ~~February~~a ~~2013,~~result of the ~~FASB~~Merger, ~~issued~~we ~~ASU No. 2013-02,~~are ~~Reporting~~solely ofengaged ~~Amounts~~in ~~Reclassified~~Accurate ~~Out~~Locators’ ofbusiness. ~~Accumulated~~Gold ~~Other~~Hill ~~Comprehensive~~Resources, ~~(ASU 2013-02)~~Inc. ~~This guidance~~ is ~~the~~engaged ~~culmination~~in of the ~~FASB’s~~ ~~deliberation~~mining onand ~~reporting~~mineral ~~reclassification~~detection ~~adjustments from accumulated other comprehensive income (AOCI). The amendments~~technology invia ~~ASU~~our ~~2013-02~~wholly doowned ~~not~~subsidiary ~~change~~Accurate ~~the~~Locators, ~~current requirements for reporting net income or other comprehensive income~~Inc. ~~However,~~Utilizing ~~the~~our ~~amendments require~~evolving ~~disclosure~~technology ~~of amounts reclassified out of AOCI~~ in ~~its~~metal ~~entirety,~~detection ~~by component~~products, onwe ~~the~~plan to ~~face~~identify ofpotential ~~the~~acquisition ~~statement~~and ofpartnership ~~operations or~~opportunities inwithin the ~~notes~~precious ~~thereto.~~metals ~~Amounts~~mining ~~that~~sector ~~are not required to be reclassified~~ in ~~their~~addition ~~entirety~~ to ~~net~~the ~~income must be crossreferenced~~core tobusiness ~~other~~of ~~disclosures~~Accurate ~~that~~Locators ~~provide~~manufacturing ~~additional detail. This standard is effective prospectively for annual~~ and ~~interim~~distribution ~~reporting periods~~business ~~beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption~~ of ~~ASU~~metal ~~2013-02~~detection ~~will~~products ~~have on~~and ~~its financial statements~~systems.

~~Other~~Accurate ~~recent~~Locators, ~~accounting~~Inc. ~~pronouncements~~has been ~~issued~~a bymetal ~~the~~detector ~~FASB~~manufacturer ~~(including~~and ~~its~~distributor ~~Emerging~~since ~~Issues~~1992 ~~Task~~for ~~Force)~~dealers, ~~the~~treasure ~~American~~hunters, ~~Institute~~gold ofprospectors ~~Certified~~and ~~Public~~utilities ~~Accountants~~companies world-wide. The Company provides industry standard metal detectors for treasure hunting, gold prospecting and ~~the~~locating under-ground ~~United~~cable, ~~States~~pipe ~~Securities~~ and ~~Exchange~~utilities. ~~Commission~~The ~~did~~Company’s ~~not~~products or are ~~not~~used ~~believed~~ by ~~management~~many tosectors ~~have~~of athe ~~material~~US ~~impact~~Government onand ~~the~~many ~~Company’s~~mining type operations ~~present~~including orthe ~~future~~likes ~~financial~~of ~~statements~~Westinghouse, Bureau of Land Management, Bechtel, Graybar, US Army, Navy and Marines.

Imaging Locators, Inc. has been operating as a metal detecting store with wide variety of instruments since 2004. The Company specializes in underground Surveyor Apparatus units, Ground Penetrating Radar (“GPR”), Pulse Induction Metal Detectors and Tunnel Locators.

-28-

~~NOTE~~Going 3Concern – The Company suffered losses from operations of $261,779 for the year ended October 31, 2013. As of ~~LOANS~~October ~~FROM~~31, ~~RELATED~~2013, ~~PARTY~~the Company had negative working capital of $59,718 and an accumulated deficit of $208,829. In the cumulative period of years ended October 31, 2013, we have funded operations through accumulated earnings, borrowings from related parties, and proceeds from debt and equity. We are in need of generating significant cash resources to achieve our future strategic plan. We anticipate that our existing cash on hand will not be sufficient to fund our business needs and unless additional financing is obtained, the Company may not be able to continue as a going concern. Our ability to continue our operations may prove to be more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection therewith.

OnThe ~~September~~consolidated ~~18,~~financial statements ~~2012,~~were ~~the~~prepared ~~Company~~on ~~entered into~~ a ~~Secured~~going ~~Promissory~~concern ~~Note~~basis ~~(the “Secured Note”) and Security Agreement with Verdad Telecom, Inc. (“Verdad”),~~ which iscontemplates ~~owned by its president Eric Stoppenhagen. Under~~ the ~~terms~~realization of ~~the~~assets ~~Secured Note, Verdad, agreed to consolidate $209,800 which consisted of an outstanding principal of $166,000~~ and ~~unpaid~~the ~~interest~~settlement of ~~$43,800.~~liabilities ~~This~~in ~~represented~~ the ~~total~~normal course ~~amount~~ of ~~notes~~business. ~~outstanding~~The asconsolidated offinancial ~~September~~statements ~~14,~~do ~~2012.~~not ~~All~~include ~~advances~~any ~~shall~~adjustments berelating ~~paid~~to onthe orrecoverability ~~before December 31, 2012~~ and ~~interest~~classification ~~shall accrue from the date~~ of ~~any~~asset ~~advance~~carrying onamounts ~~any~~or ~~principal~~the amount ~~withdrawn,~~ and onclassification ~~accrued~~of ~~and~~liabilities ~~unpaid~~that ~~interest~~might ~~thereon,~~result atif the ~~rate~~ ~~of seven percent (7%) per annum, compounded annually. The~~ Company’s ~~obligations~~is ~~under~~unable ~~the~~to ~~Secured Note will accelerate,~~continue ~~upon~~as ~~written notice from Verdad, upon~~ a ~~bankruptcy~~going ~~event with respect to the Company, any default in the Company’s payment obligations or the Company’s breach of any provision of any material agreement between the Company and Verdad~~concern.

~~During~~Basis ~~the~~of ~~quarter~~Presentation – ~~ended~~The ~~December~~consolidated ~~31,~~financial ~~2012,~~statements include the ~~Company~~accounts ~~paid $126,901~~ of ~~the~~Gold ~~Secured~~Hill ~~Note~~Resources, Inc. ~~The~~from ~~balance~~the ofdate ~~principal~~ of ~~the Secured Note at December 31~~merger, ~~2012~~Accurate ~~is $82~~Locators,~~899~~ Inc. ~~The~~and ~~Secured~~Imaging ~~Note~~Locators, isInc. ~~secured~~(collectively, bythe ~~all~~“Company”). ~~assets~~Prior ~~and~~to ~~rights~~the date of the ~~Company~~Merger, Accurate Locators, Inc. ~~The~~and ~~total~~Imaging ~~accrued~~Locators, ~~interest~~Inc. ashad ofbeen ~~December 31,~~entities ~~2012~~under iscommon ~~$4,185~~control.

~~NOTE~~All 4transactions and accounts between and among the Gold Hill Resources, Inc., ~~INCOME~~Accurate ~~TAXES~~Locators, Inc. and Imaging Locators, Inc. have been eliminated.

The ~~company~~consolidated ~~has~~financial ~~incurred operating losses~~statements of ~~$507,841,~~the ~~which,~~Company iffor ~~utilized,~~the ~~will~~periods ~~begin~~ended toOctober ~~expire~~31, in2013 ~~2021.~~and ~~Future~~2012 ~~tax~~have ~~benefits,~~been ~~which~~prepared ~~may~~in ~~arise~~accordance aswith aUnited ~~result~~States ofgenerally ~~these losses,~~accepted ~~have~~accounting ~~not~~principles ~~been~~(“US ~~recognized~~GAAP”) inas ~~these~~promulgated ~~financial~~in ~~statements~~the ~~and~~United ~~have~~States ~~been~~of ~~offset by a valuation allowance~~America.

~~The~~NOTE ~~tax~~2 ~~effects~~– ofSUMMARY ~~temporary~~OF ~~differences~~SIGNIFICANT ~~which~~ACCOUNTING ~~give rise to significant portions of the deferred taxes are summarized as follows:~~POLICIES

	As of December 31, 2012			As of December 31, 2011
Deferred tax assets:
Net operating loss (from inception to December 31, 2012)	$	507,841		$	418,922
Statutory tax rate (combined federal and state)		34	%		34	%
Deferred tax assets		172,666			142,433
Valuation allowance		(172,666	)		(142,433	)
Net deferred tax assets	$	-0-		$	-0-

Use of Estimates –

The ~~potential~~preparation ~~future~~of ~~tax~~the ~~benefits of~~consolidated ~~these~~interim ~~losses~~financial ~~have~~statements ~~not~~in ~~been~~conformity ~~recognized~~with accounting principles generally accepted in ~~these~~the ~~financial~~United ~~statements~~States ~~due~~of America requires management to ~~the~~make ~~uncertainty~~estimates ofand ~~their~~assumptions ~~utilization.~~that ~~When~~may affect the ~~future utilization~~reported amounts of ~~some~~assets ~~portion~~and liabilities and disclosure of ~~the~~contingent assets ~~carry-forwards~~and isliabilities ~~determined~~at ~~not~~the todate beof ~~"more~~the ~~likely~~consolidated ~~than~~financial ~~not"~~statements aand ~~valuation~~the ~~allowance is~~reported ~~provided~~amounts toof ~~reduce~~revenues and expenses during the ~~recorded~~reporting ~~tax~~period. ~~benefits~~Actual results could differ from ~~such~~these ~~assets~~estimates.

AsReverse aMerger ~~result~~Accounting of the implementation of certain provisions of ASC 740, Income Taxes, the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of December 31, 2012 and 2011.–

~~Future~~For ~~changes~~accounting inpurposes, the ~~unrecognized tax~~Merger ~~benefit~~Agreement, ~~are~~described ~~not~~above, ~~expected~~was totreated ~~have~~as ana ~~impact~~reverse onacquisition ~~the~~and ~~effective~~recapitalization ~~tax~~of ~~rate~~Accurate ~~due~~Locators, Inc. and Imaging Locators, Inc. (accounting acquirer) because, prior to the ~~existence~~transaction, ~~net~~the Company was a non-operating ~~losses.~~public ~~The~~shell ~~Company~~and, ~~estimates~~subsequent to the ~~that~~transaction, the ~~unrecognized~~shareholders ~~tax~~of ~~benefit~~Accurate ~~will~~owned ~~not~~approximately ~~change~~95% ~~within~~of the ~~next~~outstanding ~~twelve~~common ~~months.~~stock ~~The~~of the Company ~~will~~and ~~continue~~exercised a tosignificant ~~classify~~influence ~~income~~over ~~tax penalties~~the ~~and~~Company ~~interest~~into a non-operating public shell with nominal net assets is considered a capital transaction. Accordingly, iffor ~~any~~accounting purposes, the transaction was treated as ~~part~~a ofreverse ~~interest~~acquisition and ~~other~~recapitalization ~~expenses~~ in ~~its~~accordance with US GAAP. The historical financial statements presented are the consolidated financial statements of ~~operations~~Accurate Locators, Inc. and Imaging Locators, Inc. The common stock and the corresponding capital amounts of the Company ~~has~~pre-merger ~~incurred~~have been retroactively norestated ~~interest~~as orcapital ~~penalties~~stock asshares ofreflecting ~~December~~the ~~31,~~exchange ~~2012~~ratio ~~and~~in ~~2011~~the merger. .

-29-

~~NOTE~~Income 5.Taxes ~~STOCKHOLDERS' DEFICIT~~–

OnThe ~~June~~Company 6,accounts ~~2008,~~for ~~the Company voted,~~income totaxes ~~amend~~in ~~its~~accordance ~~Articles~~with ofASC ~~Incorporation~~740, toIncome ~~increase~~Taxes ~~the~~("ASC ~~total~~740"), ~~number~~which ofrequires ~~authorized~~the ~~shares~~recognition of ~~common~~deferred ~~stock~~tax ~~at par value of $0.001~~liabilities toand ~~200,000,000~~assets ~~(two~~at ~~hundred~~currently ~~million).~~enacted ~~Holders~~tax ofrates ~~shares of common stock are entitled to one vote~~ for ~~each~~the ~~share~~expected onfuture ~~all~~tax ~~matters to~~consequences ~~be voted on by the stockholders. Holders~~ of ~~common~~events ~~stock~~that ~~do not~~ have ~~cumulative~~been ~~voting~~included ~~rights~~in ~~and~~the ~~are entitled to share ratably~~financial instatements ~~dividends,~~or iftax ~~any~~returns. InA ~~the~~valuation ~~event~~allowance ofis arecognized ~~liquidation,~~to ~~dissolution~~reduce ~~or winding up~~ the ~~Company,~~net ~~the~~deferred ~~holders~~tax ofasset ~~common stock are entitled~~ to ~~share~~an ~~pro~~amount ~~rata~~that ~~all~~is ~~assets~~more ~~remaining~~likely than ~~after~~not ~~payment~~to inbe ~~full of all liabilities~~realized.

~~All~~ASC ~~outstanding~~740 ~~shares~~provides ofguidance ~~common~~on ~~stock~~the ~~are~~accounting ~~fully~~for ~~paid~~uncertainty ~~and~~in ~~non-assessable.~~income ~~Holders~~taxes ofrecognized ~~common~~in ~~stock~~a ~~have~~Company's noconsolidated ~~pre~~financial ~~emptive~~statements. ~~rights~~ASC 740 requires a company to ~~purchase~~determine ~~our~~whether ~~common~~it ~~stock.~~is ~~There~~more ~~are~~likely nothan not that a tax position will be sustained upon examination based upon the technical ~~conversion~~merits orof ~~redemption~~the ~~rights~~position. orIf ~~sinking~~the ~~fund~~more-likely-than-not ~~provisions~~threshold ~~with~~is ~~respect~~met, a company must measure the tax position to determine the amount ~~common~~to ~~stock~~recognize in the consolidated financial statements.

InThe ~~March,~~Company ~~2001,~~performed a review of its material tax positions. During the ~~Company~~period ~~issued~~from 6November 1,~~250~~ 2012 through October 31,~~000~~ 2013 there were no increases or decreases ~~shares~~in unrecognized tax benefits as a result of ~~its~~tax ~~common~~positions ~~stock~~taken during period, there were no decreases in unrecognized tax benefits relating to ~~various~~settlements ~~officers~~with taxing authorities, and ~~consultants~~there ~~for~~were ~~services~~no ~~($1~~reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of October 31,~~250)~~ ~~rendered~~2013, tothe Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of October 31, 2013 the Company had no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

InThe ~~April,~~Company ~~2001,~~has ~~the~~elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. The Company ~~issued~~did ~~6,250,000~~not recognize ~~shares~~any ofamounts ~~its~~for ~~common~~interest ~~stock~~or penalties with respect to ~~various~~any ~~officers~~unrecognized ~~and~~tax ~~consultants~~benefits. ~~for~~As ~~services~~of ~~($1~~October 31,~~250)~~ ~~rendered~~2013, no amounts for interest or penalties with respect to ~~the~~any ~~Company~~unrecognized tax benefits have been accrued.

InCash ~~the~~and ~~fourth quarter of 2001, the Company issued an offering of 3,750,000 shares of its common stock to various shareholders in exchange for~~ cash ~~proceeds realized in the~~equivalents ~~amount of $7,500.~~–

OnCash ~~May~~includes 9,all ~~2008,~~highly ~~the~~liquid instruments ~~Company~~with ~~issued~~original ~~10,000,000 shares~~maturities of ~~common~~three ~~stock~~months ator ~~a price of $0~~less.~~002857~~ ~~per~~The ~~share~~Company tohad ~~its~~no ~~new~~cash ~~CFO/Director~~equivalents ~~for~~as aof ~~total~~October ~~cash~~31, ~~consideration~~2013 ofand ~~$50~~October 31,~~000~~ 2012.

OnFair ~~June~~Value ~~6, 2008, the Company voted, via amendment to their Articles~~ of ~~Incorporation,~~Financial toInstruments ~~approve a forward share split of the Corporation's outstanding and issued shares of common stock of five (5) shares for each one (1) issued by the Corporation.~~–

OnThe ~~January~~Company ~~28,~~adopted ~~2010~~ASC 820, ~~the~~Fair Value ~~Company's~~Measurements ~~Board of~~and ~~Directors~~Disclosures ~~approved~~(ASC ~~the~~820). ~~Record~~ASC ~~Date~~820 ofdefines ~~January~~fair 29value, ~~2010~~establishes ~~for~~a ~~the dividend of~~ three-level ~~additional~~valuation ~~shares~~hierarchy ~~of the Company's Common Stock~~ for ~~every four shares~~ disclosures of ~~the~~fair ~~Company's~~value ~~Common~~measurement ~~Stock~~and ~~outstanding.~~enhances ~~All~~disclosure ~~fractional~~requirements ~~shares~~for ~~were~~fair ~~rounded~~value ~~up to the next whole share~~measures. The ~~date~~three ~~the~~levels ~~change~~are ~~became~~defined ~~effective~~as ~~was January 29, 2010. All numbers presented in these financial statements reflect retroactively this stock dividend. All share amounts have been retroactively adjusted for all periods presented.~~follows:

OnLevel ~~September~~1 ~~17,~~inputs ~~2010,~~to wethe ~~issued~~valuation ~~17,400,000 to~~methodology aare ~~company~~quoted ~~controlled~~prices by(unadjusted) ~~our~~for ~~sole~~identical ~~director~~assets ~~and~~or ~~officer,~~liabilities ~~Jesse~~in Deactive ~~Castro~~markets. WeLevel ~~have~~2 ~~been~~inputs ~~indebted~~ to ~~Mr. De Castro in~~ the ~~amount of~~valuation ~~US$221,000~~methodology asinclude aquoted ~~result~~prices offor ~~shareholder~~similar ~~loans,~~assets and ~~US$32,000~~liabilities asin aactive ~~result~~markets, ~~of accrued~~ and ~~unpaid~~inputs ~~compensation.~~that ~~Mr.~~are Deobservable ~~Castro~~for ~~has agreed~~the toasset ~~accept~~or 11liability,~~000,000~~ ~~shares~~either ofdirectly ~~common~~or ~~stock~~indirectly, infor ~~partial~~substantially ~~settlement~~the offull ~~US$55,000~~term of the ~~outstanding~~financial ~~shareholder~~instrument. ~~loans,~~Level ~~and 6,400,000~~3 ~~shares~~inputs ofto ~~common~~valuation ~~stock~~methodology inare ~~settlement~~unobservable ofand ~~the~~significant ~~accrued~~to ~~and~~the ~~unpaid~~fair ~~compensation~~measurement.

OnThe ~~January~~Company ~~30,~~had ~~2011,~~no assuch ~~a condition~~assets ofor ~~the~~liabilities ~~Purchase~~recorded ~~Agreement,~~to Mrbe ~~Castro~~valued ~~paid~~on ~~$10,335 of~~ the ~~Company’s~~basis ~~liabilities.~~above ~~This~~at ~~amount~~October ~~was~~31, ~~accounted~~2013 ~~for~~and asOctober an31, ~~increase in additional-paid-in capital from a related party~~2012.

Effective November 7, 2012, the Company consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share at an exchange ratio of one for one hundred (1:100)

During the quarter ended December 31, 2012, we sold 516,000 shares of our common stock for $129,123 to various accredited investors. These shares have not yet been issued.

The stockholders' equity section of the Company contains the following class of capital stock as of December 31, 2012: Common stock, $ 0.001 par value: 200,000,000 authorized 633,770 shares issued and outstanding.

NOTE 6. RELATED PARTY TRANSACTIONS

On January 31, 2011, the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company’s interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described above.

-30-

Property and Equipment -

Property and Equipment are stated at historical cost less accumulated depreciation and amortization. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives of the assets are as follows: machinery and equipment 5 years, office equipment 5 to 7 years, vehicles 5 years, and leasehold improvements use the shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 3 to 15 years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income / expense.

Inventories –

Inventories included metal detectors for treasure hunting, gold and royal metal prospecting, forensic and military applications and also for locating under-ground utilities. Inventories are valued at the lower of cost or market. Cost is determined using a weighted-average method. The reserves for obsolescence are maintained based on historical trends and specific identification, and therefore require management to make assumptions and to apply judgment about a number of factors, such as market conditions, the selling environment, historical results and current inventory trends. There were reserves for obsolete inventories of $51,259 as of October 31, 2013 and October 31, 2012.

Revenue Recognition –

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the detector devices are shipped to customers or dealers and distributors.

Net Loss Per Share –

In accordance with ASC 260-10, “Earnings per Share”, basic net (loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and as such, basic and diluted net income or loss per share are the same for the period presented.

Recent Adopted Accounting Pronouncements –

There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

-31-

NOTE 3 – PROPERTY AND EQUIPMENT

Property and Equipment consisted of the following:

	October 31,			October 31,
	2013			2012

Machinery	$	49,788		$	27,121
Vehicles		223,191			243,192
Office equipment		31,143			30,500
Leasehold improvements		4,247			4,247
Land		5,500			5,500
		313,869			310,560
Less accumulated depreciation		(290,472	)		(254,892	)
Total	$	23,397		$	55,668

For the years ended October 31, 2013 and 2012, depreciation expense was $33,814 and $42,145, respectively. The Company recorded a gain on sale of vehicle and equipment of $22,800 during year ended October 31, 2013.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of October 31, 2013 and October 31, 2012:

	October 31, 2013		October 31, 2012

Accounts payable	$	5,340	$	8,425
Credit card balances payable		39,120		22,539
Other		16,062		9,450
Total	$	60,522	$	40,414

NOTE 5 - RELATED PARTIES

As of October 31, 2013 and October 31, 2012, the Company owed $222,357 and $30,657, respectively, to its officers and directors. Such advances carried no interest, were unsecured, and due on demand. In addition, such balance as of October 31, 2013, included a balance of note payable of $29,800 to one of the directors at 7% interest per annum. The amount of the accrued interest on the note as of October 31, 2013 was $7,393.

The Company leases its facilities from the shareholder on a year to year basis. The total rent expense for the years ended October 31, 2013 and 2012 was $28,200 and $30,000, respectively.

NOTE 6 – LONG-TERM DEBT

The Company’s debt as of October 31, 2013 and October 31, 2012 is summarized below:

	October 31, 2013			October 31, 2012

Secured
Fixed credit facility	$	21,729		$	52,521
Revolving credit facilities		—			115,480
Term financings		119,749			134,202
Converted to fixed credit facility from revolving facility		94,809			—

Total Secured Debt		236,287			302,203

Less: current portion of long-term debt		(48,727	)		(54,575	)
Total debt, long-term portion	$	187,560		$	247,628

-32-

The revolving, fixed and converted from revolving credit facilities were secured by inventory, accounts receivable and equipment as of October 31, 2013 and October 31, 2012. The term loans were secured by vehicles.

Our revolving credit facility of $115,480 as of October 31, 2012 was converted to a fixed credit facility on November 7, 2012 with an extended maturity date due on November 1, 2017.

Our fixed credit facility has a maturity date due on November 1, 2014 with an annual interest rate of 7%.

Our term financings have maturity dates due from February 2014 to March 2028 with annual interest rates ranging from 5.9% to 6.25%.

As of October 31, 2013 and October 31, 2012 we were in compliance in all material respects with the covenants in our debt agreements, including our financial covenants concerning debt-to-equity, tangible net equity and interest coverage ratios.

The aggregate maturity of long-term debt outstanding as of October 31, 2013 is as follows:

2014	$	48,727
2015		28,595
2016		30,358
2017		32,230
2018 and after		96,377
	$	236,287

NOTE 7 – STOCKHOLDERS' EQUITY (DEFICIT)

During the quarter ended December 31, 2012, we sold 516,000 shares of our common stock for $129,123 to various accredited investors.

As a result of a reverse acquisition on June 13, 2013 the Good Parties received 29,732,000 shares of the Company’s common stock. Such shares were accounted as part of recapitalization shares. Previous shareholders of the Company held 1,583,954 shares of the Company’s common stock.

From June 13, 2013 to October 15, 2013, the Company completed a private placement offering to certain institutional and accredited investors (“Investors”) pursuant to which the Company sold an aggregate of 390,000 shares of the Company’s common stock resulting in gross proceeds of $195,000 to the Company.

As of October 31, 2013 and October 31, 2012, the Company had 31,705,954 and 29,732,000 shares issued and outstanding.

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NOTE 8 - INCOME TAXES

As of October 31, 2013 and 2012, the Company had net operating loss carry forwards for income tax reporting purposes of approximately $208,829 and $38,107 respectively that may be offset against future taxable income. These NOLs will begin to expire in the year ending October 31, 2033. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business. Therefore, the amount available to offset future taxable income may be limited.

	2013			2012
Net operating loss carry forwards	$	208,829		$	38,107
Less valuation allowance		(208,829	)		(38,107	)
	$	—		$	—

No tax benefit has been reported in the consolidated financial statements for the realization of loss carry forwards, as the Company believes there is high probability that the carry forwards will not be utilized in the foreseeable future. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

The Company is primarily subject to U.S. federal and state income tax. As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109), the Company performed an analysis of its tax liabilities and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of October 31, 2012 and 2011, respectively.

Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 7.6% for 2013 and 2012 is as follows:

	October 31,
	2013 and 2012
Income tax benefit at federal statutory rate		34	%
State income tax benefit, net of effect on federal taxes		7.6	%
Increase in valuation allowance		(41.6)	%
Income tax expense		—

NOTE 9 – SUBSEQUENT EVENTS

In December 2013, 13,470,000 shares of the Company’s common stock were returned.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of ~~December~~October 31, ~~2012~~2013, that our disclosure controls and procedures are effective at a reasonable assurance level and are designed to provide reasonable assurance that the controls and procedures will meet their objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management's Report on Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management's review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of ~~December~~October 31, ~~2012~~2013. In making this assessment, management used ~~the~~ the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

-3135-

Based on this assessment, management has concluded that as of ~~December~~October 31, ~~2012~~2013, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting: There were no changes in your internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting .

Item 9B. Other Information

None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Information as to the directors and executive officers of the Company is as follows:

Name		Age	~~Position~~	~~Date Elected~~Position
Eric Stoppenhagen(1) Gold Hill Resources, Inc. 1328 W. Balboa Blvd. Suite C Newport Beach, California 92661		39	CEO, CFO, Secretary & Director	01/30/2011
Wayne Good (1)		67		Chief Executive Officer
Footnote:
Jason Lieber		45		President
	On January 30, 2011, Mr. Stoppenhagen was appointed to sole officer and director of the Company.
Eric Stoppenhagen (2)		40		Director and Chief Financial Officer

~~Each~~Wayne ~~of the foregoing persons may be deemed a "promoter" of the Company~~Good, ~~as that term is defined in the rules and regulations promulgated under the Securities~~ ~~Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified.~~CEO

~~Officers~~Mr. Good ~~are~~is the founder of Accurate Locators and worked with the Company since 1992. Mr. Good was appointed toas ~~serve~~Chief ~~until~~Executive Officer on June 13, 2013. He is a pioneer and industry thought leader in the ~~meeting~~research, development and marketing of mining and underground detection equipment. Mr. Good is responsible for spear heading the ~~Board~~continued ofvision ~~Directors~~and ~~following~~development of the ~~next~~Company’s ~~annual~~mineral detection ~~meeting~~technology. He brings a wealth of ~~stockholders~~mining ~~and~~detection ~~until~~experience ~~their~~to ~~successors~~Gold ~~have~~Hill ~~been~~Resources. ~~elected~~During his leadership of Accurate Locators, Mr. Good was responsible for developing new mining detection products and a 25,000 person database that represents approximately 5,000 past and current customers and approximately 15,000 potential customers. The potential customers have ~~qualified~~been accumulated from call-in inquiries.

~~Eric~~Jason ~~Stoppenhagen has served as Chief Executive Officer~~Lieber, ~~Chief Financial Officer, President, Secretary, Treasurer and Director of the Company since January 30, 2011.~~ Mr. Stoppenhagen, through his consulting company Venor, Inc., provides financial and management services to small to medium-sized companies that either are public or desire to become public. Additionally, he maintains nonoperating blank check companies that are searching for reverse merger candidates. He provides temporary CFO services to these companies, which includes transaction advice, preparation of security filings and advice regarding compliance with corporate governance requirements. Mr. Stoppenhagen is a Certified Public Accountant and holds a Juris Doctorate and Masters of Business Administration both from George Washington University. Additionally, he holds a Bachelor of Science in Finance and a Bachelor of Science in Accounting both from Indiana University.President

Mr. Lieber ~~Stoppenhagen~~was appointed as the Company’s President, to serve in such capacities until his successors are duly appointed. As President, Mr. Lieber will oversee the execution of the Company’s business plan. He will be responsible for leading the technology initiatives regarding the evolvement of ground penetrating radar, 3-D imaging and underground detection for commercial and military applications. Mr. Lieber will report to the Company’s Board of Directors. Prior to his appointment as President, Jason Lieber was the Vice President of Imaging Locators. He managed all aspects of training and demonstrations of the Accurate Locators metal detection product lines. He also played a very pivotal and active role in sales and marketing of Accurate’s products as well. He has ~~more~~a ~~than~~vast ~~ten~~knowledge ~~years~~and understanding of mining detection equipment and how it can be leveraged by utility locators, treasure hunters and mining exploration businesses in order to optimize their return on investment. Jason has over 30 years of experience ~~financial~~programming in Visual Basic, Basic and SQL, as well as A+ Certified hardware assembly, repair and troubleshooting experience. He ~~having~~designed ~~served~~scalable front and back end databases for the financial and land title industries. He is proficient in anLean, Agile ~~executive~~and ~~capacity~~Six Sigma workflow analysis and managed Sarbanes-Oxley compliance for his division at LandAmerica Default Services. Jason has worked for Accurate Locators for six years, helping launch several ~~public~~new products and ~~private~~developing ~~companies,~~inside ~~including~~and ~~the~~outside ~~following~~sales network ~~engagements~~strategies. He has BA from San Francisco State University.

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·	June 2003 to May 2009 - Moqizone f/k/a Trestle Holdings, Inc. f/k/a Sunland Entertainment f/k/a Harvey Entertainment.
		Trestle Holdings – Mr. Stoppenhagen was hired in 2003 as VP of Finance. From 2003 to 2006, Trestle Holdings had significant operations. Mr. Stoppenhagen’s responsibilities included but were not limited to business development, operations, legal, and accounting. In 2006, the assets and liabilities of Trestle were sold to Clarient and subsequently sold to Zeiss Microscopes. At such time the Board of Directors of Trestle Holdings asked Mr. Stoppenhagen to remain as an officer to assist with corporate compliance until such time as a merger candidate was found. His sole compensation was consulting fees. He maintained no equity interest. Upon the reverse merger with Moqizone, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. From 2006 to 2009, the company was a blank check company.
·	2006 to 2010 Bioimagene – not public - worked as consultant on sales projects and for their sales distributor. Not involved with management or financial matters.
·	Sept 2007 to March 2010 - Atheronova, Inc. f/k/a Trist Holdings, Inc. f/k/a Landbank Group, Inc.
		Trist Holdings – In 2007, due to the downturn in the real estate market it was no longer economical to pursue the current business. In September 2007, the Board of Directors asked Mr. Stoppenhagen to maintain the public filings after the spinoff of the assets and liabilities. Mr. Stoppenhagen received only consulting fees. He had no equity interest in the entity. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. From 2007 to 2010, the company was a blank check company.
·	Dec 2007 to Present – Myskin, Inc. –Advanced Skin Care business owned by Mr. Stoppenhagen’s former spouse. Consultant to the company providing accounting and finance services. No ownership. The company is not a blank check company.
·	Dec 2008 to Present - Smartag International, Inc. f/k/a Art4Love, Inc. Consultant to the company providing accounting and finance services. No ownership. The company was a blank check company from 2008 to present.
·	Jan 2009 to Feb 2010 – STW Resources f/k/a Woozyfly, Inc. Blank check from Jan 2009 to Feb 2010 - Consultant to the company providing accounting and finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. From 2009 to 2010, the company was a blank check company.
·	2009 to Present Amasys Corporation Consultant to the company providing accounting and finance services. No ownership. The company is a blank check company.
·	April 2009 Getfugu, Inc. f/k/a Madero, Inc. CFO for approximately 3 weeks. Resigned. No ownership. The company was not a blank check company during Mr. Stoppenhagen’s involvement.
·	June 2008 to Present - AuraSource, Inc. f/k/a Mobile Nation Current CFO and director. Approximately 1% owner. The company was a blank check company prior to Mr. Stoppenhagen’s involvement.
·	February 2010 to March 2011 Phototron Holdings f/k/a Catalyst Lighting Group, Inc. Consultant to the company providing accounting and finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. The company was a blank check company until 2011.
·	April 2010 to March 2011 – Mimvi, Inc. f/k/a Fashion Net, Inc. CFO Resigned March 15, 2011. Ownership 700,000 shares and 1,750,000 options with strike price at $.40. The company was a blank check company prior to Mr. Stoppenhagen’s involvement.
·	July 2010 to March 2011 Mammatech Corp. Purchased controlling share interest in July 2010 sold interest in March 2011. The company was not a blank check company.
·	October 2010 to Present DigiPath, Inc. – Started the company as a digital pathology consulting company. Not blank check. Mr. Stoppenhagen owns approximately 94% of the company.
·	Gold Hill Resources, Inc. – purchased controlling interest in January 2011.

Eric Stoppenhagen, Director and CFO

Mr. Stoppenhagen has served as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company since January 30, 2011. Mr. Stoppenhagen, through his consulting company Venor, Inc., provides financial and management services from small to medium-~~34-~~sized companies that either are public or desire to become public. Additionally, he maintains nonoperating blank check companies that are searching for reverse merger candidates. He provides temporary CFO services to these companies, which includes transaction advice, preparation of security filings and advice regarding compliance with corporate governance requirements. Mr. Stoppenhagen is a Certified Public Accountant and holds a Juris Doctorate and Masters of Business Administration both from George Washington University. Additionally, he holds a Bachelor of Science in Finance and a Bachelor of Science in Accounting both from Indiana University. Mr. Stoppenhagen has more than ten years of financial experience having served in an executive capacity for several public and private companies, including the following engagements.

June 2003 to May 2009 - Moqizone f/k/a Trestle Holdings, Inc. f/k/a Sunland Entertainment f/k/a Harvey Entertainment.

Trestle Holdings – Mr. Stoppenhagen was hired in 2003 as VP of Finance. From 2003 to 2006, Trestle Holdings had significant operations. Mr. Stoppenhagen’s responsibilities included but were not limited to business development, operations, legal, and accounting. In 2006, the assets and liabilities of Trestle were sold to Clarient and subsequently sold to Zeiss Microscopes. At such time the Board of Directors of Trestle Holdings asked Mr. Stoppenhagen to remain as an officer to assist with corporate compliance until such time as a merger candidate was found. His sole compensation was consulting fees. He maintained no equity interest. Upon the reverse merger with Moqizone, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. From 2006 to 2009, the company was a blank check company.

2006 to 2010 Bioimagene – non public – he worked as consultant on sales projects and for their sales distributor. Not involved with management or financial matters.

Sept 2007 to March 2010 - Atheronova, Inc. f/k/a Trist Holdings, Inc. f/k/a Landbank Group, Inc.

Trist Holdings – In 2007, due to the downturn in the real estate market it was no longer economical to pursue the current business. In September 2007, the Board of Directors asked Mr. Stoppenhagen to maintain the public filings after the spinoff of the assets and liabilities. Mr. Stoppenhagen received only consulting fees. He had no equity interest in the entity. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. From 2007 to 2010, the company was a blank check company.

Dec 2007 to Present – Myskin, Inc. –Advanced Skin Care business owned by Mr. Stoppenhagen’s former spouse. He was a consultant to the company providing accounting and finance services. No ownership. The company is not a blank check company.

Dec 2008 to Present - Smartag International, Inc. f/k/a Art4Love, Inc. Consultant to the company providing accounting and finance services. No ownership. The company was a blank check company from 2008 to present.

Jan 2009 to Feb 2010 – STW Resources f/k/a Woozyfly, Inc. Blank check from Jan 2009 to Feb 2010 – He was a consultant to the company providing accounting and finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. From 2009 to 2010, the company was a blank check company.

2009 to Present Amasys Corporation Consultant to the company providing accounting and finance services. No ownership. The company is a blank check company.

April 2009 Getfugu, Inc. f/k/a Madero, Inc. CFO for approximately 3 weeks. Resigned. No ownership. The company was not a blank check company during Mr. Stoppenhagen’s involvement.

June 2008 to Present - AuraSource, Inc. f/k/a Mobile Nation Current CFO and director. Approximately 1% owner. The company was a blank check company prior to Mr. Stoppenhagen’s involvement.

February 2010 to March 2011 Phototron Holdings f/k/a Catalyst Lighting Group, Inc. Consultant to the company providing accounting and finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction. The company was a blank check company until 2011.

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April 2010 to March 2011 – Mimvi, Inc. f/k/a Fashion Net, Inc. CFO (resigned March 15, 2011). Ownership 700,000 shares and 1,750,000 options with strike price at $.40. The company was a blank check company prior to Mr. Stoppenhagen’s involvement.

July 2010 to March 2011 Mammatech Corp. Purchased controlling share interest in July 2010 sold interest in March 2011. The company was not a blank check company.

October 2010 to Present DigiPath, Inc. – Started the company as a digital pathology consulting company. Not blank check. Mr. Stoppenhagen owns approximately 94% of the company.

Gold Hill Resources, Inc. – purchased controlling interest in January 2011.

Significant Employees

None.

Family Relationships

None.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of our sole officer and director, Eric Stoppenhagen, during the past five years.

Compliance with Section 16(a) of the Securities Exchange Act of 1934: To our knowledge, during the fiscal year ended ~~December~~October 31, ~~2012~~2013, based solely on on a review of such materials as are required by the Securities and Exchange Commission, Jesse M. De Castro was the only officer, director or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock who failed to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the Securities Exchange Act of 1934.

Meetings and Committees of The Board: Our Board of Directors is responsible for the management and direction of our company and for establishing broad corporate policies. A primary responsibility of the Board is to provide effective governance over our affairs for the benefit of our stockholders. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what they reasonably believe to be the best interests of our company. In discharging that obligation, Directors may rely on the honesty and integrity of our senior executives and our outside advisors and auditors.

Audit Committee and Audit Committee Financial Expert

The Company is not a "listed company" under SEC rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's board of directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of the Company's independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Company's board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. The board of directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

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Board Meetings; Nominating and Compensation Committees

The Board of Directors took a number of actions by written consent of all of the directors during the fiscal year ended ~~December~~October 31, ~~2012~~2013. Such actions by the written consent of all directors are, according to Nevada corporate law and the Company's by-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. The Company's directors and officers do not receive remuneration from the Company unless approved by the Board of Directors or pursuant to an employment contract. No compensation has been paid to the Company's directors for attendance at any meetings during the last fiscal year.

-35-

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Company's board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

·- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ·- Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer; ·- Compliance with applicable governmental laws, rules and regulations; ·- The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and ·- Accountability for adherence to the code.

Due to the limited scope of the Company's current operations, the Company has not adopted a corporate code of ethics that applies to its executive officers.

Conflicts of Interest

Certain conflicts of interest exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.

Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties.

-40-

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. The board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because it believes that, given the limited scope of the Company's operations, a specific nominating policy would be premature and of little assistance until the Company's business operations are at a more advanced level. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

The Company does not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions are those applicable generally under Nevada corporate law and the federal proxy rules, to the extent such rules are or become applicable. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

-36-

Because the management and directors of the Company are the same persons, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors' attention by virtue of the co-extensive capacities served by Eric Stoppenhagen.

Indemnification

Under Nevada corporate law and pursuant to our certificate of incorporation and bylaws, the Company may indemnify its officers and directors for various expenses and damages resulting from their acting in these capacities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company's officers or directors pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

-41-

Item 11. Executive Compensation

~~Compensation~~DIRECTOR ~~Discussion~~AND ~~and~~OFFICER ~~Analysis~~COMPENSATION

The ~~Company~~following ~~currently~~table issets aforth ~~shell company~~information ~~with~~on ~~nominal~~the ~~assets,~~remuneration noof ~~employees~~our ~~and~~chief noexecutive ~~active~~officer ~~business~~and ~~operations.~~our ~~The~~four ~~Company's~~most ~~business~~highly ~~plans~~compensated ~~are~~executive toofficers ~~identify~~who anserved ~~operating~~as executive ~~company~~officers ~~with~~at ~~which~~the toend ~~merge~~of orOctober to31, ~~complete~~2013 aand ~~business~~earned ~~combination~~ in aexcess ~~reverse~~of ~~merger transaction. As such~~$100,000 ~~the~~per ~~Company~~annum ~~currently has~~during noany ~~formal~~part ~~compensation~~of ~~program~~our ~~for~~last ~~its~~two ~~executive~~fiscal ~~officer or director.~~years:

The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee. Accordingly, the Company has no compensation committee.

Except as set forth in the summary compensation table below, during the years ended December 31, 2012 and 2011, the Company has not provided any salary, bonus, annual or long-term equity or non-equity based incentive programs, health benefits, life insurance, tax-qualified savings plans, special employee benefits or perquisites, supplemental life insurance benefits, pension or other retirement benefits or any type of nonqualified deferred compensation programs for its executive officer.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs are currently in place for the benefit of the Company's employees and no equity awards are currently outstanding.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

-37-

The following table sets forth information on the remuneration of our chief executive officer and our four most highly compensated executive officers who served as executive officers at the end of December 31, 2012 and earned in excess of $100,000 per annum during any part of our last three fiscal years:

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary (c)	Bonus (d)	Other Annual Compensation (e)	Total Compensation
Eric Stoppenhagen, President Chief Financial Officer, Secretary, and Director	2010 2011 2012	N/A $48,000 $48,000	N/A N/A $0	N/A N/A $0	N/A $48,000 $48,000
Eric Stoppenhagen, (1) Former President Chief Financial Officer, Secretary, and Director	2012 2013	$48,000 $48,000	$0 $0	$0 $66,250	$48,000 $114,250
Total Compensation (1 persons)	2010 2011 2012	N/A $48,000 $48,000	N/A N/A $0	N/A N/A $0	N/A $48,000 $48,000
Wayne Good, (2) Chief Executive Officer	2012 2013	$119,625 $0	$0 $0	$0 $0	$119,625 $0

Footnote:

(1) On January 31, 2011, the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which the Company engaged Mr. Stoppenhagen to ~~provide~~serve ~~financial duties required to maintain a public shell and services~~ as the Company’s interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described above. In the event the Consultant is requested to perform services outside the scope of being director, the Consultant shall be paid at a rate of $250 per hour which would include services for accounting, edgar, xbrl and other legal work.

~~Compensation~~(2) ofAmounts ~~Non-Executive~~presented ~~Directors: Non-executive~~represent ~~directors~~amounts dopaid ~~not~~by ~~receive~~Accurate ~~compensation but are reimbursed for their expenses for each meeting of the board that they attend.~~Locators

~~-38-~~Option Grants

We did not grant options to our executive officers during 2013 or 2012.

Accurate Locators did not grant options to its executive officers during 2013 and 2012.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

We had no options outstanding as of October 31, 2013.

Accurate Locators had no options outstanding as of October 31, 2013.

Employment Contracts

On April 15, 2013, the Company entered into a two year employment agreement with Chaslov Radovich, our President (“Radovich Agreement”). Under the Radovich Agreement, Mr. Radovich will be compensated $96,000 per year for his services. He is eligible for a bonus under a plan that has yet to be determined. Upon a termination of the Radovich Agreement, the Company shall pay the Radovich: (1) any unpaid Base Compensation due for periods prior to the date of Radovich 's termination, (2) any earned and unpaid bonus for the fiscal year prior to the fiscal year of Radovich 's termination, and (3) a fair and equitable severance package which shall not unreasonably be withheld to the Radovich. Such severance pay package will be negotiated between Radovich and the President and CEO and approved by the Board of Directors with such approval not being unreasonably withheld. This was cancelled in December 2013.

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On April 10, 2013, the Company entered into a two year employment agreement with Mark Flanagan, our Executive Vice President (“Flanagan Agreement”). Under the Flanagan Agreement, Mr. Flanagan will be compensated $96,000 per year for his services. He is eligible for a bonus under a plan that has yet to be determined. Upon a termination of the Flanagan Agreement, the Company shall pay the Flanagan: (1) any unpaid Base Compensation due for periods prior to the date of Flanagan 's termination, (2) any earned and unpaid bonus for the fiscal year prior to the fiscal year of Flanagan 's termination, and (3) a fair and equitable severance package which shall not unreasonably be withheld to the Flanagan. Such severance pay package will be negotiated between Flanagan and the President and CEO and approved by the Board of Directors with such approval not being unreasonably withheld. This was cancelled in December 2013.

On June 13, 2013, the Company entered into a two year employment agreement with Wayne Good, our CEO (“Good Agreement”). Under the Good Agreement, Mr. Good will be compensated $120,000 per year for his services. He is eligible for a bonus under a plan that has yet to be determined. Upon a termination of the Good Agreement, the Company shall pay the Good: (1) any unpaid Base Compensation due for periods prior to the date of Good's termination, (2) any earned and unpaid bonus for the fiscal year prior to the fiscal year of Good 's termination, and (3) a fair and equitable severance package which shall not unreasonably be withheld to the Good. Such severance pay package will be negotiated between Good and the President and CEO and approved by the Board of Directors with such approval not being unreasonably withheld.

Indemnification of Directors and Executive Officers and Limitation of Liability

We are a Nevada corporation. The Nevada General Corporation Law and certain provisions of our certificate of incorporation, as amended, and bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our certificate of incorporation, as amended, bylaws and to the statutory provisions.

In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of the stockholders, that the applicable standard of conduct was met by the person to be indemnified.

The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.

Indemnification may also be granted pursuant to the terms of agreements which may be entered in the future or pursuant to a vote of stockholders or directors. The statutory provision cited above also grants us the power to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

We do not have any indemnification agreements with any of our directors or executive officers.

A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information relating to the beneficial ownership of the Company common stock by those persons beneficially holding more than 5% of the Company's common stock, by the Company's directors and executive officers, and by all of the Company's directors and executive officers as a group as of ~~March~~January 1829, ~~2013~~2014:

Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class ~~(2)~~
Verdad Telecom, Inc. (1) 1328 W. Balboa Blvd. Newport Beach, CA 92661	349,000	55.1%
Directors and Officers
Eric P. Stoppenhagen (1) 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661	349,000	55.1%
Wayne Good	7,980,000	45.06%
All Directors and Officers as a Group (1 individual)	349,000	55.1%
Jason Lieber	100,000	0.55%
Eric Stoppenhagen	349,000	1.91%
All Directors and Officers as a Group (3 individual)	22,659,000	47.52%

(1) Eric Stoppenhagen has voting and investment control over the securities owned by Verdad Telecom, Inc. and therefore Eric Stoppenhagen may be deemed a beneficial owner of the 349,000 shares of common stock owned by ~~Woodman~~Verdad Telecom, Inc.

(2) Percentages are based on ~~633~~18,~~770~~285,954 common shares issued and outstanding as of ~~March~~January 1829, ~~2013~~2014.

Director Independence

The Company is not a "listed company" under SEC rules and is therefore not required to have independent directors.

On Other than ~~January 31, 2011,~~ the ~~Company~~transactions ~~and Mr.~~described ~~Stoppenhagen~~below, ~~entered~~since ~~into~~January a1, ~~Consulting~~2009, ~~Confidentiality~~there ~~and~~has ~~Proprietary~~not ~~Rights~~been, ~~Agreement~~nor ~~pursuant~~is tothere ~~which~~currently ~~the~~proposed, ~~Company~~any ~~engaged~~transaction ~~Mr.~~or ~~Stoppenhagen~~series toof ~~provide~~similar ~~financial~~transactions ~~duties required~~ to ~~maintain~~which awe ~~public~~were ~~shell~~or ~~and~~will ~~services~~be ~~as the Company’s interim sole director and officer. Mr. Stoppenhagen receives~~ a ~~monthly fee of $4,000 in consideration of the services described above.~~party:

On- ~~September~~in ~~18, 2012, the Company entered into a Secured Promissory Note (the “Secured Note”) and Security Agreement with Verdad Telecom, Inc. (“Verdad”),~~ which ~~is owned by its president Eric Stoppenhagen. Under~~ the ~~terms~~amount ofinvolved ~~the~~exceeds ~~Secured Note, Verdad, agreed to consolidate~~ $~~209~~120,~~800 which consisted of an outstanding principal of $166,~~000; and unpaid interest of $43,800. This represented the total amount of notes outstanding as of September 14, 2012. All advances shall be paid on or before December 31, 2012 and interest shall accrue from the date of any advance on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of seven percent (7%) per annum, compounded annually. The Company’s obligations under the Secured Note will accelerate, upon written notice from Verdad, upon a bankruptcy event with respect to the Company, any default in the Company’s payment obligations or the Company’s breach of any provision of any material agreement between the Company and Verdad.

~~During~~- ~~the~~in ~~quarter ended~~which ~~December~~any 31director, ~~2012~~executive officer, ~~the~~other ~~Company~~stockholders ~~paid $126,901~~ of ~~the~~more ~~Secured~~than ~~Note.~~5% ~~The balance~~ of ~~principal~~our ofcommon ~~the~~stock ~~Secured~~or ~~Note~~any atmember ~~December 31,~~of ~~2012~~their isimmediate ~~$82,899.~~family ~~The~~had ~~Secured~~or ~~Note~~will ishave ~~secured~~a bydirect ~~all~~or ~~assets~~indirect ~~and~~material ~~rights of the Company. The total accrued~~ interest ~~as of December 31, 2012 is $4,185~~.

~~-39-~~On January 31, 2011, the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company’s interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described above. In the event the Consultant is requested to perform services outside the scope of being director, the Consultant shall be paid at a rate of $250 per hour which would include services for accounting, edgar, xbrl and other legal work.

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On September 18, 2012, the Company entered into a Secured Promissory Note (the “Secured Note”) and Security Agreement with Verdad Telecom, Inc. (“Verdad”), which is owned by its president Eric Stoppenhagen. Under the terms of the Secured Note, Verdad, agreed to consolidate $209,800 which consisted of an outstanding principal of $166,000 and unpaid interest of $43,800. This represented the total amount of notes outstanding as of September 14, 2012. All advances shall be paid on or before December 31, 2012 and interest shall accrue from the date of any advance on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of seven percent (7%) per annum, compounded annually. The Company’s obligations under the Secured Note will accelerate, upon written notice from Verdad, upon a bankruptcy event with respect to the Company, any default in the Company’s payment obligations or the Company’s breach of any provision of any material agreement between the Company and Verdad. During the quarter ended December 31, 2012, the Company paid $126,901 of the Secured Note. The balance of principal of the Secured Note at October 31, 2013 is $29,800. The Secured Note is secured by all assets and rights of the Company. The total accrued interest as of October 31, 2013 is $7,393.

As of October 31, 2013, Accurate Locators owed $66,357, respectively, to Mr. Good. Such advances carried no interest, were unsecured, and due on demand.

Accurate Locators leases its facilities from Wayne Good, our Chief Executive Officer and shareholder on a year to year basis. The total rent expense for the year ended October 31, 2013 and 2012 was $28,200 and $30,000, respectively.

As a result of the Merger, Mr. Good our CEO and sole officer of Accurate Locators prior to the Merger received 8,180,000 shares of our common stock.

As a result of the Merger, Mr. Radovich, our President, received 8,380,000 shares of our common stock. These were returned to the Company in December 2013.

As a result of the Merger, Mr. Flanagan our Executive Vice President received 5,750,000 shares of our common stock. Mr. Flanagan returned 5,090,000 shares to the Company in December 2013.

As a result of the Merger, Mr. Stoppenhagen our Director and Chief Financial Officer and former President received no shares of our common stock.

Item 14. Principal Accounting Fees and Services

Audit Fees

During the fiscal year ended ~~December~~October 31, ~~2012~~2013 and ~~2011~~2012, we paid to our current independent auditor, Anton and Chia, LLP (“Anton & Chia”), approximately $341,~~000~~288 and $4,000 ~~and zero~~, respectively for auditing services they performed throughout those years.

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Tax Fees

During ~~2012~~2013, our principal accountant did not render services to us for tax compliance, tax advice or tax planning.

All Other Fees

During ~~2012~~2013, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The financial statements filed as part of this Annual Report on Form 10-K are listed on page 1922.

All other schedules called for under regulation S-X are not submitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto.

(b) Exhibits

Exhibit No.

Exhibit Number			Description of Exhibit

	3.1	*	Articles of Incorporation

	3.2	*	Amended Articles of Incorporation

	3.3	*	By-Laws

	3.4	***	Certificate of Amendment to the Certificate of Incorporation.

	10.1	**	Consulting, Confidentiality and Proprietary Rights Agreement between Eric Stoppenhagen and Green Star Alternative Energy dated January 31, 2011.

	10.2	****	Secured Promissory Note

	10.3	****	Security Agreement

	10.4		Merger Agreement dated May 31, 2013. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2013.

	10.5		Assignment and License Agreement dated May 31, 2013.

	10.6		Employment Agreement of Wayne Good.

	10.7		Employment Agreement of Mark Flanagan.

	10.8		Revised Employment Agreement of Chaslov Radovich.

	10.9		Secured Promissory Note dated September 18, 2012, among Verdad Telecom, Inc. and Gold Hill Resources, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012.

~~Document Description~~-47-

*3.1 Articles of Incorporation, Amendment, and By-Laws


	10.10			Security Agreement dated September 18, 2012, among Verdad Telecom, Inc. and Gold Hill Resources, Inc. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012.

	21.1			Subsidiaries of the Registrant.

	31.1			Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2			Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32			Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*3.2 Articles of Incorporation

*3.3 By-Laws

***3.4 Certificate of Amendment to the Certificate of Incorporation.

10. Material Contracts previously filed

*10.1 Secured Promissory Note ($94,087 - Seal Commercial)

*10.2 Unsecured Promissory Note ($20,000 - De Castro)

*10.3 Unsecured Promissory Note ($15,000 - De Castro)

*10.4 Unsecured Promissory Note ($30,000 - De Castro)

*10.5 Unsecured Promissory Note ($8,000)

*10.6 Unsecured Promissory Note ($25,000)

*10.7 Joint Venture Agreement

*10.8 Employment Agreement (De Castro)

*10.9 Mutual Nondisclosure Agreement between Notos and Gamesa

*10.10 Joint Venture Agreement of December 12, 2008

*10.11 Unsecured Promissory Note ($43,000 - De Castro)

*10.12 Unsecured Promissory Note ($75,000 - De Castro)

*10.13 Agreement with Ajo Capital

**10.14 Consulting, Confidentiality and Proprietary Rights Agreement between Eric Stoppenhagen and Green Star Alternative Energy dated January 31, 2011.

**** Secured Promissory Note

**** Security Agreement

31.1		Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*Incorporated herein by reference to the Company’s Form 10 filed January 25, 2010

**Incorporated herein by reference to the Company’s Form 8-kK filed February 1, 2011

***Incorporated herein by reference to the Company’s Form 8-kK filed November 8, 2012

**** Incorporated herein by reference to the Company’s Form 8-kK filed September 18, 2012

***** Incorporated herein by reference to the Company’s Form 8-~~41-~~K/A filed September 23, 2013

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Gold Hill Resources, Inc.
Date: March 18, 2013	By:	/s/ ERIC STOPPENHAGEN ----------------------------------------------------------- Name: Eric Stoppenhagen Title: Chief Executive Officer and Principal Accounting Officer
Date: January 29, 2014	By:	/s/ WAYNE GOOD ----------------------------------------------------------- Name: Wayne Good Title: Chief Executive Officer
Date: January 29, 2014	By:	/s/ ERIC STOPPENHAGEN ----------------------------------------------------------- Name: Eric Stoppenhagen Title: Principal Accounting Officer

InPOWER ~~accordance~~OF with the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the following capacities on March 18, 2013.ATTORNEY

~~By:~~The ~~/s/~~undersigned directors ~~ERIC~~and ~~STOPPENHAGEN~~officers ~~-----------------------------------------------------------~~of ~~Name:~~Gold Hill Resources, Inc. do hereby constitute and appoint Eric Stoppenhagen, ~~Title:~~and ~~Chief~~each ~~Executive~~of ~~Officer~~them, ~~Chief~~with full ~~Financial~~power ~~Officer~~of ~~Principal~~substitution ~~Accounting~~and ~~Officer~~resubstitution, ~~President~~as ~~Treasurer~~their ~~Secretary~~true and ~~Sole~~lawful ~~Director~~attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto, and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

~~-42-~~Pursuant to the requirements of the Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Wayne Good	Chief Executive Officer,	January 29, 2014
Wayne Good	(Principal Executive Officer)

/s/ Eric Stoppenhagen	Chief Financial Officer and Director	January 29, 2014
Eric Stoppenhagen	(Principal Financial and Accounting Officer)

/s/ Jason Lieber	President	January 29, 2014
Jason Lieber

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Filing Compare · Gold Hill Resources, Inc.