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1.
    
    I have reviewed this report on Form 10-KSB of Foothills Resources, Inc.;2.
    
    Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business issuer
as of, and for, the periods presented in this report;4.
    
    The small business issuers other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer
and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;b)
    
    Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, 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;b)
    
    Evaluated the effectiveness of the small business issuers
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures as of the end
of the period covered by this annual report based on such evaluation; andc)
    
    Disclosed in this report any change in the small business
issuers internal control over financial reporting that occurred during the
small business issuers most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the small business issuers
internal control over financial reporting; and
 5.
    
    The small business issuers other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to
the small business issuers auditors and the audit committee of small business issuers
board of directors (or persons performing the equivalent functions):
 a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuers ability to
record, process, summarize and report financial data; andb)
    
    Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuers
internal control over financial reporting.
  /s/ W. Kirk BoschéName:
    W. Kirk BoschéTitle:
    Principal Financial Officer