NOTE 1. BASIS
OF PRESENTATION AND ORGANIZATION
Current Operations and Background
Gold Hill Resources, Inc. (the Company) is a Nevada corporation that was incorporated
on March 2, 2001 and its wholly-owned subsidiaries Accurate Locators, Inc., an Oregon corporation, and Imaging Locators, Inc.,
a Nevada Corporation, were incorporated on October 20, 1997 and June 28, 2004, respectively. Prior to June 13, 2013, the completion
date of the Merger, we were a public shell company with nominal assets.
May 31, 2013, Gold Hill Resources, Inc. entered into an Agreement and Plan of Merger (Merger Agreement) with AL Merger
Corporation, an Oregon corporation and wholly-owned subsidiary of Gold Hill (MergerCo), Accurate Locators and Wayne
Good (Good and together with Accurate Locators, the Good Parties). The closing (the Closing)
of the transactions contemplated by the Merger Agreement (the Merger) occurred on June 13, 2013. At the
Closing, (i) MergerCo was merged with and into Accurate Locators; (ii) Accurate Locators became our wholly-owned subsidiary; (iii)
all of Accurate Locators shares prior to the Merger were exchanged for comparable securities of our company; and (iv) 95%
of our shares were owned by Accurate Locators former shareholders. At the Closing, we issued to Accurate Locators
former shareholders, in exchange for the equity of Accurate Locators prior to the Merger, 29,732,000 shares of our common stock. As
a result of the Merger we are solely engaged in Accurate Locators business, Accurate Locators officers became our
officers and our director remained as the only director. The issuance of the shares of our common stock to Accurate
Locators former stockholders is intended to be exempt from registration under Rule 506 promulgated under the Securities
As a result of the Merger, we are
solely engaged in Accurate Locators business. Gold Hill Resources, Inc. is engaged in the mining and mineral detection technology
via our wholly owned subsidiary Accurate Locators, Inc. Utilizing our evolving technology in metal detection products, we plan
to identify potential acquisition and partnership opportunities within the precious metals mining sector in addition to the core
business of Accurate Locators manufacturing and distribution business of metal detection products and systems.
Accurate Locators, Inc. has been
a metal detector manufacturer and distributor since 1992 for dealers, treasure hunters, gold prospectors and utilities companies
world-wide. The Company provides industry standard metal detectors for treasure hunting, gold prospecting and locating under-ground
cable, pipe and utilities. The Companys products are used by many sectors of the US Government and many mining type operations
including the likes of 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.
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.
The Company suffered losses from operations of $261,779 for the year ended October 31, 2013. As
of October 31, 2013, 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.
The consolidated financial statements
were prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal
course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that might result if the Company is unable to continue
as a going concern.
Basis of Presentation
The consolidated financial statements include the accounts of Gold Hill Resources, Inc. from the date of merger, Accurate Locators,
Inc. and Imaging Locators, Inc. (collectively, the Company). Prior to the date of the Merger, Accurate Locators,
Inc. and Imaging Locators, Inc. had been entities under common control.
All transactions and accounts between
and among the Gold Hill Resources, Inc., Accurate Locators, Inc. and Imaging Locators, Inc. have been eliminated.
The consolidated financial statements
of the Company for the periods ended October 31, 2013 and 2012 have been prepared in accordance with United States generally accepted
accounting principles (US GAAP) as promulgated in the United States of America.