================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                            ANNUAL REPORT PURSUANT TO
                           SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004
                                -----------------

   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934


  For the transition period from _________________ to __________________

                        Commission file number: 001-31546


                            FOOTHILLS RESOURCES, INC.
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)


            Nevada                                    98-0339560
-------------------------------          ------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                 Canadiana Lodge, Wellfield Close, Coad's Green
                     Launceston, Cornwall, England, PL15 7LR
                 ----------------------------------------------
                   (Address of principal executive offices)

                                  01566 782 199
               -------------------------------------------------
               Registrant's telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                            Name of each exchange on which
to be so registered                            each class is to be registered

       None                                                   None

Securities to be registered pursuant to Section 12(g) of the Act:


                         Common Stock, Par Value $0.001
                         ------------------------------
                                (Title of Class)


<PAGE>

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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
                  ------------                             ----------

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

              Yes      X                               No
                  -----------                             ------------


State issuer's revenues for its most recent fiscal year:           Nil
                                                          ---------------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

                          $55,800 as at March 31, 2005
                         ------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                           8,366,000 on March 31, 2005
                          -----------------------------

                                      - 2 -
<PAGE>



TABLE OF CONTENTS

                                                                           Page
PART I

ITEM 1:  DESCRIPTION OF BUSINESS..............................................4
ITEM 2:  DESCRIPTION OF PROPERTY..............................................6
ITEM 3:  LEGAL PROCEEDINGS....................................................6
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................6
PART II
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............6
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............7
ITEM 7:  FINANCIAL STATEMENTS.................................................7
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURES....................................18
PART III
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........19
ITEM 10:  EXECUTIVE COMPENSATION.............................................19
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....20
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................20
PART IV
ITEM 13:  EXHIBITS AND REPORTS...............................................21
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES ........................... 21


                                      - 3 -
<PAGE>


PART I

ITEM 1:  DESCRIPTION OF BUSINESS
In General

We are a pre-exploration stage company. In 2001, we acquired a mining lease on a
total of five unpatented  lode mineral claims  property  located in the State of
Nevada.  Subsequent  to our fiscal year ended  December 31, 2004,  the owners of
these  claims  terminated  the  lease  agreement  due to our  failure  to make a
required lease payment.  Management  intends to review other potential  resource
and non-resource assets for acquisition.

Employees

We have no employees as of the date of this annual report.

Research and Development Expenditures

We have not incurred any exploration  expenditures to date. We have not incurred
any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors

In addition to the other  information  in this  current  report,  the  following
factors should be carefully considered in evaluating our business and prospects:

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating funds are less than necessary in order for us to identify
and acquire  another asset and to complete any  subsequent  business plan. As of
December 31, 2004, we had cash in the amount of $3,472. We currently do not have
any operations and we have no income.

We  will  require  additional   financing  in  order  to  sustain  our  business
operations.  We do not currently have any  arrangements for financing and we can
provide no assurance  to  investors  that we will be able to find or obtain such
financing  on  acceptable  terms if required.  The most likely  source of future
funds presently  available to us is through the sale of equity  securities.  Any
sale of equity securities will result in dilution to existing shareholders.

WE MAY NOT BE ABLE TO OPERATE AS A GOING CONCERN AND OUR BUSINESS MAY FAIL.


                                      - 4 -
<PAGE>


The Independent  Auditor's  Report to our audited  financial  statements for the
fiscal  year  ended  December  31,  2004,  indicates  that there are a number of
factors  that raise  substantial  doubt about our ability to continue as a going
concern.  Such  factors  identified  in the  report  are:  we are in a net  loss
position; we have not attained profitable operations;  and we are dependent upon
obtaining  adequate financing to fulfill our exploration  activities.  If we are
not able to continue as a going concern,  it is likely investors will lose their
investments.

BECAUSE OUR SOLE DIRECTOR OWNS 86.7% OF OUR  OUTSTANDING  COMMON STOCK, HE COULD
MAKE AND CONTROL  CORPORATE  DECISIONS THAT MAY BE  DISADVANTAGEOUS  TO MINORITY
SHAREHOLDERS.

Our sole officer and director,  Mr. J. Earl Terris,  owns approximately 86.7% of
the  outstanding  shares  of our  common  stock.  Accordingly,  he  will  have a
significant  influence in determining the outcome of all corporate  transactions
or  other  matters,  including  mergers,  consolidations  and the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in control.  The  interests of our director may differ from the interests of the
other   stockholders   and  thus  result  in   corporate   decisions   that  are
disadvantageous to other shareholders.

BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our  president,  sole officer and  director,  Mr. Terris is not bound to spend a
minimum  amount of his  business  time on business  management  services for our
company.  While Mr. Terris  presently  possesses  adequate time to attend to our
interests,  it is  possible  that the  demands  on Mr.  Terris  from  his  other
obligations  could  increase  with the result that he would no longer be able to
devote  sufficient  time to the  management  of our business.  In addition,  Mr.
Terris  may not  possess  sufficient  time for our  business  if the  demands of
managing our business increased substantially beyond current levels.

OUR STOCK PRICE WILL LIKELY BE VOLATILE.

We anticipate  that the market price of our common stock will be subject to wide
fluctuations in response to several factors, including:

(1) actual or  anticipated  variations  in our  results of  operations;
(2) our ability or inability to generate new revenues;
(3) increased  competition;  and
(4) conditions and trends in the mineral exploration industry.

Further,  our stock  price may be  affected  by factors  that are  unrelated  or
disproportionate to our operating  performance.  These market  fluctuations,  as
well as general economic,  political and market conditions,  such as recessions,
interest rates or international  currency  fluctuations may adversely affect the
market price of our common stock.

Forward-Looking Statements

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in the above "Risk Factors" section and elsewhere in this document.


                                      - 5 -
<PAGE>

ITEM 2:  DESCRIPTION OF PROPERTY

Our executive  offices are located at Canadiana Lodge,  Wellfield Close,  Coad's
Green  Launceston,  Cornwall,  England.  Our president,  J. Earl Terris provided
principal executive office space and telephone service free of charge until June
10, 2004.  Effective July 1, 2004,  the Company was charged $500 per month.  The
costs  associated  with the use of the telephone and mailing address were deemed
by management to be reasonable.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security  holders during the fourth quarter
of our 2004 fiscal year, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

While our  shares of  common  stock  have been  quoted  for  trading  on the OTC
Bulletin  Board since  December 23, 2004,  there have not been any trades of our
stock through its facilities since that date.

We have 28 shareholders of record as at the date of this annual report.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.  we would not be able to pay our debts as they become due in the usual course
    of business; or

2.  our  total  assets  would be less  than  the sum of our  total   liabilities
    plus the amount that would be needed to satisfy the rights  of  shareholders
    who  have  preferential rights superior to those receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.


                                      - 6 -
<PAGE>


ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Our plan of operation for the twelve months following the date of this report is
to review other potential resource and non-resource  assets for acquisition.  We
anticipate  spending  the  following  over the next 12 months on  administrative
fees:

   *      $5,000 on legal fees
   *      $7,000 on accounting and audit fees
   *      $1,500 on EDGAR filing fees
   *      $1,000 on transfer agent fees
   *      $10,000 on general administration costs

Total  expenditures  over the next 12  months,  therefore,  are  expected  to be
approximately $24,500.

We currently have nominal cash on hand and cannot satisfy our cash  requirements
without raising  additional funds. We anticipate that additional funding will be
required  in the form of equity  financing  from the sale of our  common  stock.
However,  we cannot provide investors with any assurance that we will be able to
raise  sufficient  funding from the sale of our common stock to fund both phases
of the  exploration  program.  We do not have any  arrangements in place for any
future equity financing.

Results of Operations For the Year Ended December 31, 2004

We incurred a net loss of $30,501  for the  year-ended  December  31,  2004,  as
compared  to a loss of $12,934 in the same period in 2003.  The  increase in net
loss was  primarily  due to the  payment  and  accrual of  management  fees to a
private company owned by Mr. J. Earl Terris, our sole officer and director,  and
an increase in lease  payments  relating to the mineral  property lease that has
since been terminated.

During fiscal 2004,  we incurred  professional  fees of $9,886  (2003:  $8,728),
management fees of $6,000 (2003: Nil),  resource property costs of $7,671 (2003:
$2,000), and transfer agent fees of $3,577 (2003:  $1,750). At year-end,  we had
cash on hand of $3,472.  Our  liabilities at the same date totalled  $57,160 and
consisted of accounts  payable of $18,197 and $38,963 due to our president and a
company controlled by him.

ITEM 7:  FINANCIAL STATEMENTS

                                      - 7 -
<PAGE>


TERRY AMISANO LTD.                                               AMISANO HANSON
KEVIN HANSON LTD.                                         CHARTERED ACCOUNTANTS




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Foothills Resources, Inc.

We have audited the accompanying balance sheets of Foothills Resources,  Inc. (a
pre-exploration  stage  company)  as of  December  31,  2004 and  2003,  and the
statements of operations,  stockholders'  equity (deficiency) and cash flows for
each of the years ended  December 31, 2004 and 2003 and the period  November 17,
2000 (date of incorporation),  to December 31, 2004. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and  perform an audit to obtain  reasonable  assurance  whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining on a test basis,  evidence  supporting the amounts and  disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these financial statements referred to above present fairly, in
all material respects, the financial position of Foothills Resources, Inc. as of
December 31, 2004 and 2003, and the results of its operations and its cash flows
for each of the years  ended  December  31,  2004 and 2003,  and the period from
November 17, 2000 (date of  incorporation)  to December 31, 2004,  in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements,  the Company is in the pre-exploration stage, and
has no  established  source of revenue and is  dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the  Company  will  be able  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Vancouver, Canada                                              "AMISANO HANSON"
March 8, 2005                                             Chartered Accountants


                                      - F1 -

<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                           December 31, 2004 and 2003
                             (Stated in US Dollars)
<TABLE>
<CAPTION>

ASSETS                                                                             2004               2003
------                                                                             ----               ----
<S>                                                                         <C>                 <C>
Current
    Cash                                                                    $           3,472   $            681
    Prepaid expenses                                                                        -                200
                                                                            -----------------   ----------------

                                                                            $           3,472   $            881
                                                                            =================   ================

LIABILITIES

Current
    Accounts payable and accrued liabilities - Note 3                       $          18,197   $          7,377
    Due to related party - Note 3                                                      38,963             16,691
                                                                            -----------------   ----------------

                                                                                       57,160             24,068
                                                                            -----------------   ----------------

STOCKHOLDERS' DEFICIENCY

Preferred stock, $0.001 par value
           1,000,000  shares authorized, none outstanding
Common stock, $0.001 par value
         100,000,000  shares authorized
           1,366,000  (2003:  1,366,000) shares outstanding                             1,366              1,366
Paid-in capital                                                                        79,434             79,434
Deficit accumulated during the pre-exploration stage                                 (134,488)          (103,987)
                                                                            -----------------   ----------------

                                                                                      (53,688)           (23,187)
                                                                            -----------------   ----------------

                                                                            $           3,472   $            881
                                                                            =================   ================
</TABLE>
Nature and Continuance of Operations - Note 1
Commitments - Note 4
Subsequent Event - Note 4






                             SEE ACCOMPANYING NOTES

                                      - F2 -
<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                        for the  years  ended  December  31,
               2004 and 2003 and for the period  November  17,  2000
                     (Date of Incorporation) to December 31, 2004
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                                                       November 17,
                                                                                                       2000 (Date of
                                                                                                      Incorporation)
                                                                             Years ended                    to
                                                                             December 31,              December 31,
                                                                        2004              2003             2004
                                                                        ----              ----             ----
<S>                                                               <C>               <C>              <C>
Expenses
    Accounting, audit and legal fees                              $         9,886   $         8,728  $        69,598
    Bank charges                                                              367               256            1,290
    Consulting fees                                                             -                 -            5,000
    Management fees - Note 3                                                6,000                 -           23,500
    Office and miscellaneous - Note 3                                       3,000               200            3,893
    Resource property costs                                                 7,671             2,000           21,725
    Transfer agent and filing fees                                          3,577             1,750            8,924
    Travel                                                                      -                 -              712
                                                                  ---------------   ---------------  ---------------

Loss before other item                                                    (30,501)          (12,934)        (134,642)

Other item
    Interest income                                                             -                 -              154
                                                                  ---------------   ---------------  ---------------

Net loss for the period                                           $       (30,501)  $       (12,934) $      (134,488)
                                                                  ===============   ===============  ===============

Basic loss per share                                              $         (0.02)  $         (0.01)
                                                                  ===============   ================

Weighted Average Number of Shares Outstanding                           1,366,000         1,366,000
                                                                  ===============   ===============
</TABLE>






                             SEE ACCOMPANYING NOTES


                                      - F3 -
<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                    for the  years  ended  December  31,
              2004 and 2003 and for the period  November  17,  2000
                  (Date of Incorporation) to December 31, 2004
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                                                             November 17,
                                                                                                             2000 (Date of
                                                                                                            Incorporation)
                                                                                    Years ended                   to
                                                                                   December 31,              December 31,
                                                                               2004             2003             2004
                                                                               ----             ----             ----
<S>                                                                      <C>              <C>              <C>
Cash Flows used in Operating Activities
    Net loss for the period                                              $       (30,501) $       (12,934) $      (134,488)
    Changes in non-cash working capital items
     related to operations:
      Prepaid expenses                                                               200                -                -
      Accounts payable and accrued liabilities                                    10,820            3,854           18,197
                                                                         ---------------  ---------------  ---------------

                                                                                 (19,481)          (9,080)        (116,291)
                                                                         ---------------  ---------------  ---------------

Cash Flows from Financing Activities
    Capital stock issued                                                               -                -           80,800
    Increase in due to a related party                                            22,272            6,075           38,963
                                                                         ---------------  ---------------  ---------------

                                                                                  22,272            6,075          119,763
                                                                         ---------------  ---------------  ---------------

Increase (decrease) in cash during the period                                      2,791           (3,005)           3,472

Cash, beginning of the period                                                        681            3,686                -
                                                                         ---------------  ---------------  ---------------

Cash, end of the period                                                  $         3,472  $           681  $         3,472
                                                                         ===============  ===============  ===============

Supplemental disclosure of cash flow information Cash paid for:
      Interest                                                           $             -  $             -  $             -
                                                                         ===============  ===============  ===============

      Income taxes                                                       $             -  $             -  $             -
                                                                         ===============  ===============  ===============
</TABLE>





                             SEE ACCOMPANYING NOTES

                                      - F4 -
<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                       STATEMENT  OF  STOCKHOLDERS'  EQUITY
              (DEFICIENCY) for the period November 17, 2000 (Date
                       of Incorporation) to December 31, 2004
                             (Stated in US Dollars)

<TABLE>
<CAPTION>

                                                                                                           Deficit
                                                                                                         Accumulated
                                                     Common Shares        Additional                     During the
                                               ------------------------    Paid-in     Subscriptions   Pre-Exploration
                                                Number        Par Value    Capital       Received           Stage          Total
                                                ------        ---------    -------       --------           -----          -----
<S>                                            <C>           <C>          <C>            <C>             <C>             <C>
Capital stock issued for cash - at $0.10       143,000       $      143    $    14,157   $        -      $       -       $ 14,300


Net loss for the period                              -               -               -            -         (4,927)        (4,927)
                                              --------      -----------   -------------  ----------      ----------      ---------

Balance as at December 31, 2000                143,000              143         14,157            -         (4,927)         9,373

Capital stock issued for cash  - at $0.10      107,000              107         10,593            -              -         10,700
Net loss for the year ended December 31, 2001        -                -              -                     (44,243)       (44,243)
Subscriptions received                               -                -              -        5,000              -          5,000
                                              --------      -----------   -------------  ----------      ----------      ---------

Balance as at December 31, 2001                250,000              250         24,750        5,000        (49,170)       (19,170)

Subscriptions converted                              -                -              -       (5,000)             -         (5,000)
Capital stock issued for cash - at $0.05     1,116,000            1,116         54,684            -              -         55,800
Net loss for the year ended December 31, 2002        -                -              -            -        (41,883)       (41,883)
                                              --------      -----------   -------------  ----------      ----------      ---------

Balance as at December 31, 2002              1,366,000            1,366         79,434            -        (91,053)       (10,253)

Net loss for the year ended December 31, 2003        -                -              -            -        (12,934)       (12,934)
                                              --------      -----------   -------------  ----------      ----------      ---------

Balance as at December 31, 2003              1,366,000            1,366         79,434            -       (103,987)       (23,187)

Net loss for the year ended December 31, 2004        -                -              -            -        (30,501)       (30,501)
                                              --------      -----------   -------------  ----------      ----------      ---------

Balance as at December 31, 2004              1,366,000      $     1,366   $      79,434  $       -       $ (134,488)     $(53,688)
                                          ===============  =============  =============  ==========      ==========      =========
</TABLE>


                             SEE ACCOMPANYING NOTES


                                      - F5 -
<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                             (Stated in US Dollars)
                             ----------------------

Note 1        Nature and Continuance of Operations
              ------------------------------------

              The  Company is in the  pre-exploration  stage.  The  Company  has
              entered  into a lease  agreement  to  explore  and mine a resource
              property located in the state of Nevada,  United States of America
              and has not yet determined whether this property contains reserves
              that are economically  recoverable.  The recoverability of amounts
              from the resource property will be dependent upon the discovery of
              economically  recoverable reserves,  confirmation of the Company's
              interest in the underlying property, the ability of the Company to
              obtain necessary financing to satisfy the expenditure requirements
              under  the  resource  property   agreement  and  to  complete  the
              development of the property and upon future profitable  production
              or proceeds for the sale thereof.

              The  financial  statements  have  been  prepared  using  generally
              accepted  accounting  principles  in the United  States of America
              applicable for a going concern which assumes that the Company will
              realize its assets and discharge its  liabilities  in the ordinary
              course of business.  The Company has a working capital  deficiency
              of $53,688  as at  December  31,  2004,  and has not yet  attained
              profitable  operations.  The  Company  has  accumulated  losses of
              $134,488  since  inception.  Its  ability to  continue  as a going
              concern is  dependent  upon the ability of the Company to generate
              profitable operations in the future and/or to obtain the necessary
              financing to meet its obligations and pay its liabilities  arising
              from normal business operations when they come due. The outcome of
              these matters  cannot be predicted with any certainty at this time
              and  raise  substantial  doubt  that the  Company  will be able to
              continue as a going  concern.  These  financial  statements do not
              include  any  adjustments  to the amounts  and  classification  of
              assets and liabilities that may be necessary should the Company be
              unable to continue  as a going  concern.  The Company  anticipates
              that  additional  funding will be in the form of equity  financing
              from the sale of  common  shares.  The  Company  may also  seek to
              obtain  short-term loans from the directors of the company.  There
              are no  current  arrangements  in  place  for  equity  funding  or
              short-term loans.

              The Company was incorporated in the State of Nevada, United States
              of America on November 17, 2000.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              The  financial  statements  of the Company  have been  prepared in
              accordance with generally  accepted  accounting  principles in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
              judgement. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly   prepared   within  the  framework  of  the  significant
              accounting policies summarized below:


                                      - F6 -
<PAGE>


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Pre-exploration Stage Company
              -----------------------------

              The Company  complies with  Financial  Accounting  Standard  Board
              Statement No. 7 and The  Securities  and Exchange  Commission  Act
              Guide 7 for its characterization of the Company as pre-exploration
              stage.

              Mineral Lease
              -------------

              Costs of lease  acquisition,  exploration,  carrying and retaining
              unproven mineral lease properties are expensed as incurred.

              Environmental Costs
              -------------------

              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the earlier of completion of a feasibility study or
              the  Company's  commitments  to plan of  action  based on the then
              known facts.

              Income Taxes
              ------------

              The Company uses the  liability  method of  accounting  for income
              taxes  pursuant to  Statement of  Financial  Accounting  Standards
              ("FAS") No. 109  "Accounting  for Income  Taxes." Under the assets
              and  liability  method  of  FAS  109,   deferred  tax  assets  and
              liabilities  are  recognized  for  the  future  tax   consequences
              attributable  to  temporary   differences  between  the  financial
              statements carrying amounts of existing assets and liabilities and
              their  respective tax bases.  Deferred tax assets and  liabilities
              are measured  using enacted tax rates expected to apply to taxable
              income  in the  years in which  those  temporary  differences  are
              expected to be recovered or settled.

              Basic Loss Per Share
              --------------------

              The Company  reports basic loss per share in  accordance  with FAS
              No. 128,  "Earnings  Per Share."  Basic loss per share is computed
              using the weighted average number of shares outstanding during the
              year.


                                      - F7 -
<PAGE>


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Financial Instruments
              ---------------------

              The  carrying  value  of  cash,   accounts   payable  and  accrued
              liabilities  and due to  related  party  approximates  fair  value
              because  of  the  short  maturity  of  these  instruments.  Unless
              otherwise  noted, it is  management's  opinion that the Company is
              not exposed to  significant  interest,  currency  or credit  risks
              arising from these financial instruments.

              New Accounting Standards
              ------------------------

              Management does not believe that any recently issued,  but not yet
              effective  accounting  standards if currently adopted could have a
              material effect on the accompanying financial statements.

Note 3        Related Party Transactions
              --------------------------

              The  Company  was  charged  the  following  by a  director  of the
              Company:

                                                                   November 17,
                                                                       2000
                                                                     (Date of
                                                                  Incorporation)
                                                                         to
                                            December 31,            December 31,
                                              2004          2003        2004
                                              ----          ----        ----

Management fees                     $        6,000  $         -  $         6,000
Office and miscellaneous                     3,000            -            3,000
                                    --------------  -----------  ---------------

                                    $        9,000  $         -  $         9,000
                                    ==============  ===========  ===============

              These  charges were  measured by the exchange  amount which is the
              amount agreed upon by the transacting parties.

              Included in accounts payable at December 31, 2004 is $9,000 (2003:
              $Nil)  consisting  of  unpaid  management  fees  and rent due to a
              company with a common director.

              The amount due to related party, a company with a common director,
              consists  of  unpaid  advances  of  $38,963.  The  amount  due  is
              unsecured,  non-interest  bearing  and has no  specific  terms for
              repayment.

                                      - F8 -
<PAGE>


Note 4        Commitments
              -----------

              Exploration Lease

              By a lease agreement  effective March 1, 2001 and amended February
              22, 2002, September 30, 2002, December 1, 2002, March 28, 2003 and
              January 1, 2004 the Company was  granted  the  exclusive  right to
              explore,  develop  and mine the  Golden  Cross  resource  property
              located in White Pine  County of the State of Nevada.  The term of
              the lease is for 20 years, renewable for an additional 20 years so
              long as conditions of the lease are met.

              Minimum payments and performance commitments are as follows:

              Minimum Advance Royalty Payments:

              The owner shall be paid a royalty of 3% of the net smelter returns
              from all  production.  In respect to this royalty,  the Company is
              required to pay minimum advance royalty payments of the following:

              -  $5,000 upon execution (paid);

              -  $1,500 on March 1, 2002 (paid);

              -  $2,000 on September 1, 2002 (paid);

              -  $2,000 on December 1, 2002 (paid);

              -  $2,000 upon execution of the amended agreement dated
                 January 1, 2004 (paid);

              -  $5,000 on July 1, 2004 (paid);

              -  $10,000 on January 1, 2005; and

              -     each    annual    payment    thereafter   of US $50,000 plus
                    an annual  increase  or decrease  equivalent  to the rate of
                    inflation  designated by the Consumer's Price Index for that
                    year with  execution  year as base year.  Each such  payment
                    shall be made by  January 1 of each  successive  year of the
                    lease.

              The advance royalty payment of $10,000 due January 1, 2005 has not
              been made.  The Company is currently  negotiating  an amendment to
              the terms of the advance  royalty  payments  due. As per the lease
              agreement,  the landlord must give written  default  notice to the
              Company  and the  Company  then has 15 days to cure the default or
              the lease can be  terminated.  No notice has been  received due to
              current negotiations.

              The Company can reduce the net smelter  return  royalty to 0.5% by
              payment of a buy-out price of $5,000,000. Advance royalty payments
              made to the date of the  buy-out  will be  applied  to reduce  the
              buy-out price.


                                      - F9 -
<PAGE>


Note 4        Commitments - (cont'd)
              -----------

              Minimum Advance Royalty Payments:

              Pursuant  to an  amending  agreement  dated  March 28,  2003,  the
              Company  has paid an  extension  fee of $1,500 to extend the terms
              for the advance royalty payments.

              Performance Commitment:

              In the event that the Company terminates the lease after June 1 of
              any year, it is required to pay all federal and state mining claim
              maintenance  fees for the next  assessment  year.  The  Company is
              required to perform  reclamation  work on the property as required
              by federal,  state and local law for  disturbances  resulting from
              the Company's activities on the property.

Note 5        Deferred Tax Assets
              -------------------

              The following table  summarizes the significant  components of the
              Company's deferred tax assets:

                                                             Total
              Deferred Tax Assets
                Non-capital loss carryforward           $       35,700
              Less valuation allowance                         (35,700)
                                                        --------------

                                                        $            -
                                                        ==============

              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income  tax loss  carryforwards  that is more
              likely than not to be realized from future operations. The Company
              has chosen to provide an allowance  of 100% against all  available
              income tax loss carryforwards, regardless of their time of expiry.

Note 6        Income Taxes
              ------------

              No  provision  for  income  taxes has been  provided  for in these
              financial statements due to the net loss. At December 31, 2004 the
              Company  has  net  operating  loss  carryforwards,   which  expire
              commencing in 2020, totalling  approximately $134,488, the benefit
              of which has not been recorded in the financial statements.

                                      - F10 -
<PAGE>

ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

ITEM 8A:  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

We evaluated the effectiveness of our disclosure controls  and  procedures as of
the end of the 2004 fiscal year. This  evaluation  was  conducted  by  our chief
executive officer and our  principal   accounting officer, Mr. J. Earl Terris.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon his  evaluation  of our  controls,  the chief  executive  officer and
principal  accounting  officer has concluded  that,  subject to the  limitations
noted  above,  the  disclosure  controls are  effective in providing  reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

                                      - 18 -
<PAGE>


PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


Name            Age  Position with Registrant             Served  as a  Director
                                                              or Officer since
J. Earl Terris   59  President, Secretary, Treasurer, Chief   November 17, 2000
                     Executive Officer,  and Director
                     (Principal Executive Officer,
                     Principal    Financial   Officer,
                     and Principal Accounting Officer)

The following is a biographical summary of Mr. Earl Terris:

J. Earl Terris is the founder of our company. Mr. Terris has been the President,
Secretary-Treasurer  and Director since our company's  inception on November 17,
2000. He is currently employed as the president and owner of Sirret Investments,
Ltd., a Canadian private investment  company,  and as a development  manager for
Berkshire  Young  Enterprises.  Between  September  1999 and January 2000 he was
employed as the deputy store  manager for Thresher  Wine Stores.  From  November
1998  through  August  1999  he  was  employed  as a  sales  advisor  and  sales
administrator  for Comet Stores,  Inc. From September 1996 through April 1998 he
was  employed  as the  president  of Koda  Resources,  Ltd.,  a Canadian  public
resources company.  From 1994 through 1997 Mr. Terris was a partner in Franchise
Sales Associates and Franchise Conxions.

All directors are elected annually by our shareholders and hold office until the
next annual  meeting.  Each officer holds office at the pleasure of the board of
directors.

ITEM 10:  EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended December 31, 2004.

<TABLE>
<CAPTION>
                          Annual Compensation                         Long Term Compensation

                                                   Other       Annual Restricted Stock Options/   LTIP          All Other
Name (1)       Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------
<S>            <C>        <C>      <C>      <C>     <C>                <C>               <C>        <C>             <C>
J. Earl Terris President/ 2004     $0       0       $6,000             0                 0          0                0
               Secretary/ 2003     $0       0       $0                 0                 0          0                0
               Treasurer
</TABLE>

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal year ended December 31, 2004 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                                      - 19 -
<PAGE>

<TABLE>
<CAPTION>
Name and principal position    Number of late   Transactions not timely  Known failures to file a
                                  reports            reported                  required form
<S>                             <C>                <C>                         <C>
J. Earl Terris                      Nil                  Nil                         Two

(President, Secretary, Treasurer,
and Director)
</TABLE>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our shares of common stock at March 31, 2005,  by (i) each person known by us to
be the  beneficial  owner of more  than 5% of our  outstanding  shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our  directors and  executive  officers as a group.  Each person named in the
table,  has sole voting and investment power with respect to all shares shown as
beneficially  owned by such person and can be contacted at our executive  office
address.


TITLE OF CLASS   NAME OF BENEFICIAL    SHARES OF COMMON     PERCENT OF CLASS
                      OWNER                 STOCK

Common             J. Earl Terris       7,250,000                 86.7%

Directors and Officers                                            86.7%
as a Group consisting
of one person


The percent of class is based on  8,366,000  shares of common  stock  issued and
outstanding as of the date of this annual report.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended December 31, 2004, we paid $6,000 to our president,
J. Earl Terris for  management  services and $3,000 for office  services that he
has  provided  to us. In  addition,  subsequent  to the fiscal  year,  we issued
7,000,000  shares of restricted  common stock to Mr. Terris in  consideration of
various consulting services that he has provided to us.

Otherwise,  neither our sole director or officer,  nor any proposed  nominee for
election  as a  director,  nor any person who  beneficially  owns,  directly  or
indirectly,  shares  carrying more than 10% of the voting rights attached to all
of our outstanding  shares, nor any promoter,  nor any relative or spouse of any
of the foregoing persons has any material interest,  direct or indirect,  in any
transaction  since our  incorporation or in any presently  proposed  transaction
which, in either case, has or will materially affect us.


                                      - 20 -
<PAGE>


Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

ITEM 13:  EXHIBITS AND REPORTS

  3.1     Articles of Incorporation*
  3.2     By-Laws*
 31.1     Certification  pursuant to 18 U.S.C.  Section  1350, as adopted
          pursuant to Section  302 of the  Sarbanes-Oxley  Act of 2002
 31.2     Certification pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley  Act of 2002
 32.1     Certification    pursuant  to   18  U.S.C.  Section 1350, as   adopted
          pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002
 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

*  previously filed as an exhibit to our registration statement on Form SB-2,
   as amended.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants,  Amisano Hanson,  Chartered  Accountants,  billed the
following fees for the services indicated:

                                  Fiscal year-ended
                                   December 31, 2004           December 31, 2003

Audit fees                             $ 1,607                      $ 4,570
Audit-related fees                           -                            -
Tax fees                                     -                            -
All other fees                         $ 3,658                      $ 2,983

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection  with the audit of our annual  financial  statements.  All other fees
relate to  professional  services  rendered in connection with the review of the
quarterly financial statements.

Our audit  committee's  policy  is to  pre-approve  all  audit  and  permissible
non-audit services performed by the independent accountants.  These services may
include audit services, audit-related services, tax services and other services.
Under our audit  committee's  policy,  pre-approval  is  generally  provided for
particular  services or  categories  of services,  including  planned  services,
project  based  services  and  routine  consultations.  In  addition,  the audit
committee may also pre-approve  particular services on a case-by-case basis. Our
audit committee approved all services that our independent  accountants provided
to us in the past two fiscal years.


                                      - 21 -
<PAGE>

SIGNATURES

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

                                        Foothills Resources, Inc.

                                        /s/ J. Earl Terris
                                        ---------------------------
                                        J. Earl Terris
                                        President, Secretary, Treasurer
                                        Chief Executive Officer and Director
                                        (Principal Executive Officer,
                                         Principal Financial Officer and
                                         Principal Accounting Officer)
                                         Dated: March 31, 2005