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, 2003
                                                            -----------------

     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 June 9, 2004
                           --------------------------

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

                                    1,366,000
                                    ---------

                                       2
<PAGE>

TABLE OF CONTENTS

                                                                          Page
PART I

ITEM 1:  DESCRIPTION OF BUSINESS.............................................4
ITEM 2:  DESCRIPTION OF PROPERTY............................................11
ITEM 3:  LEGAL PROCEEDINGS..................................................11
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................11
PART II
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........11
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........12
ITEM 7:  FINANCIAL STATEMENTS...............................................12
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
PART III
                  FINANCIAL DISCLOSURES.....................................13
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.......13
ITEM 10: EXECUTIVE COMPENSATION.............................................13
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....14
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................14
PART IV
ITEM 13: EXHIBITS AND REPORTS...............................................15


                                      3
<PAGE>


PART I

ITEM 1:  DESCRIPTION OF BUSINESS

In General

We are a  pre-exploration  stage  company.  We have acquired a mining lease on a
total of five unpatented  lode mineral claims  property  located in the State of
Nevada and have not yet determined  whether this property contains reserves that
are economically recoverable.  A patented lode mineral claim is the highest form
mineral claim tenure.  No  additional  assessment  work is necessary to keep the
claims in good standing.  All mineral rights, both surface and underground,  are
included in the claim. An unpatented claim requires  additional  assessment work
before all mineral rights can be claimed.

The  recoverability  of minerals  from the 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 property
agreement  and to  complete  the  development  of the  property  and upon future
profitable production or proceeds for the sale thereof.

Mining Lease Agreement

In a letter agreement of November 30, 2000,  Foothills acquired a 20 year mining
lease from the owner of five unpatented lode mineral claims (the "claims") in an
area known as the Nevada Mining  District  approximately  400 miles east of Reno
Nevada.  The letter was subsequently  memorialized with Herb Duerr and George J.
Eliopulos.  as a written  lease on March 1, 2001 and amended  February 22, 2002,
September 30, 2002,  December 1, 2002,  March 28, 2003 and January 1, 2004.  Mr.
Duerr is the owner of the claims and the  underlying fee simple to the property.
The lease grants the exclusive right to explore, develop and mine the claims for
gold,   silver  and  other   valuable   materials.   We  are  presently  in  the
pre-exploration  stage  and there is no  assurance  that a  commercially  viable
mineral  deposit  exists  in  our  property  until  exploration  is  done  and a
comprehensive evaluation concludes that further exploration is warranted.

By a lease  agreement  effective  May 1, 2001,  as amended,  we were granted the
exclusive right to explore and mine the Golden Cross resource  property  located
in White Pine  County of the State of  Nevada.  The term of this lease is for 20
years,  renewable for an  additional  20 years so long as the  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;
       -  $5,000 by July 1, 2004
       -  $10,000 by January 1, 2005, and
       -  Each annual payment  thereafter of $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.

                                      4
<PAGE>

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.

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 in the
property as required by federal state and local law for  disturbances  resulting
from the Company's activities on the property.

Description of the Golden Cross Project

The five  unpatented  lode  mineral  claims,  referred to as the  "Golden  Cross
Project", are located approximately 400 miles east of Reno, Nevada.

Location and Access

The project is located in eastern Nevada  approximately  400 miles east of Reno.
The property is located within sections 10 and 11 of Township 15 North, Range 64
East.

Access to the property  from Ely,  Nevada,  is via highway US 50, US 93 and US 6
south  for a  distance  of 8.2  miles to the CCC  Ranch  road.  Turn  east on an
easterly  trending,  well maintained  gravel road for 4.3 miles to the property.
Topographic  coverage is provided  by the USGS  Comins Lake  Quadrangle  1:24000
sheet.

History of the Golden Cross Project

Our business  activities to date have been restricted to obtaining a report from
our registered  professional  mining  engineer,  Edward P. Jucevic,  obtaining a
mining lease and preparing this offering.  Mr. Jucevic has no direct or indirect
interest in any of the mining claims leased to Foothills and will not be offered
any interest in the future.  According to Mr. Jucevic's  report,  the area hosts
significant  gold and silver values as defined in underground  sampling and past
production.

Mr.  Jucevic's  report  details the  geological and mining history of the claims
leased  by  Foothills,   including  the  land  status,   climate,   geology  and
mineralization. Mr. Jucevic believes that based upon previous mining activity in
the area,  sufficient  evidence  exists to warrant  further  exploration  on the
leased property which could then lead to actual mining operations.

The earliest known mining  activity in the area was conducted in 1869 when gold,
silver and lead was discovered.  The Nevada Mining District where our claims are
located  was formed and  production  of  precious  metals  occurred  in 1869 and
1873-1875. A shoot of high grade gold-silver-lead ore was mined in the late 19th
century. Exploration for manganese started during World War I and continued into
the Cold War years. At least 14 diamond drill holes tested the mines.  The holes
were  assayed for  manganese,  lead,  zinc and silica,  but were not assayed for
gold.  Sporadic  manganese  production  occurred  between  1910  and  1951  when
manganese prices escalated. More than 25,000 tons of manganese were mined during
this period.

Mr.  Jucevic's  report  concludes and recommends that the Nevada Mining District
hosts significant gold and silver values as defined in underground  sampling and
past  production.  Exploration  efforts  have  indicated  mine-able  grades  and
thickness near the surface,  but have failed to delineate a significant ore body
to date. Other surveys have identified untested exploration opportunities to the
north of any known drilling.  One survey has also identified  significant  fault
zones coincident with the known mineralization that continue to the north. These
fault  extensions  have not been  explored  by  drilling.  With the high  grades
present,  an exploration  program should be undertaken  toward these mineralized
faults.

                                      5
<PAGE>

Geological Report

A two phase  exploration  and  drilling  program has been  proposed by Edward P.
Jucevic as follows:

Phase I
-------

1.  Acquisition  by staking of open  ground in portions of sections 2, 3, 10 and
11, Township 15 North, Range 64 East surrounding the claims.

2. Compile all drilling and  geochemical  data.  Reinterpret and combine results
of geophysical  surveys.  Rank anomalous areas.

3.  Detailed  mapping  of  the  stratigraphy  within  the  property  boundaries,
reconnaissance sampling and comparison with previous drilling. Soil sample areas
of potential interest along strike of known mineralization and fill in any areas
of interest in the main district.

4. Drilling of 8 angle holes 300 feet (91 m) long across the interpreted  feeder
faults. Samples to be assayed for gold, silver, arsenic, mercury, lead, zinc and
thallium on 10 feet (3m) intervals.

5. Reclamation.

Phase II
--------

1.  Drilling of 30 angle holes  averaging  500 feet long across the  mineralized
feeder faults to determine extent,  depth and dip of mineralization.  Several of
these  holes will be  targeted  for the lower  Pilot  Shale  horizon to test for
disseminated mineralization as well.

2. Reclamation

 Phase 1, with  estimated  costs of $100,000,  should take about three months to
complete.  Phase 2, with estimated costs of $200,000,  would take  approximately
six  months  to  complete.  The  purpose  of this  offering  is to  finance  the
implementation  of Phase I. Phase 2 would  involve more  extensive  drilling and
assaying.

Compliance with Government Regulation

We will secure all necessary  permits for  exploration  and, if  development  is
warranted on the  property,  will file final plans of operation  before we start
any mining  operations.  We anticipate no discharge of water into active stream,
creek,  river, lake or any other body of water regulated by environmental law or
regulation.  No  endangered  species  will  be  disturbed.  Restoration  of  the
disturbed  land will be completed  according to law. All holes,  pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the  environmental  law since the full nature and extent
of our proposed  activities  cannot be determined  until we start our operations
and know what that will involve from an environmental standpoint.

                                      6
<PAGE>

The initial drill program outlined in Phase I will be conducted on B.L.M. lands.
The BLM will require the submittal of a plan of operation which would be used as
the basis for the bonding requirement, water permit and reclamation program. The
reclamation  program  could  include  both  surface  reclamation  and drill hole
plugging and abandonment.  The amount of bonding would be based upon an estimate
by the BLM  related  to the  cost  of  reclamation  if  done  by an  independent
contractor.  It is estimated the bonding requirement would be $14,000. The water
permit and fee is included in the  reclamation  cost,  which is  estimated to be
$6,000.

We would be subjected to the B.L.M.  rules and regulations  governing  mining on
federal lands including a draft  environmental  impact  statement or EIS, public
hearings and a final EIS. The final EIS would address county and state needs and
requirements  and would cover  issues and permit  requirements  concerning:  air
quality,  heritage resources,  geology, energy, noise, soils, surface and ground
water, wetlands, use of hazardous chemicals,  vegetation,  wildlife, recreation,
land  use,   socioeconomic  impact,   scenic  resources,   health  and  welfare,
transportation  and reclamation.  Bonding  requirements for mining are developed
from the final EIS.

We are in compliance  with all laws and will continue to comply with the laws in
the future.  We believe that compliance with the laws will not adversely  affect
our business operations.  Foothills anticipates that it will be required to post
bonds  in the  event  the  expanded  work  programs  involve  extensive  surface
disturbance.

Employees

We have no employees as of the date of this annual report other than Mr. J. Earl
Terris, the president and sole director.

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:

                                      7
<PAGE>

THE SOLE  MINERAL  PROPERTY  IN  WHICH WE HAVE AN  INTEREST,  THE  GOLDEN  CROSS
PROJECT, HAS NO RESERVES.

Our sole mineral property interest is the Golden Cross Project. As this property
is in the  pre-exploration  stage,  it has no reserves and does not generate any
cash flow. Accordingly,  we have no means of producing any income. We anticipate
incurring losses for the foreseeable future.

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

Our current  operating  funds are less than  necessary  to meet the terms of the
mining lease, and therefore we will need to obtain additional financing in order
to complete our  business  plan.  As of December  31,  2003,  we had cash in the
amount of $681. We currently do not have any operations and we have no income.

Our business plan for the next twelve months calls for  significant  expenses in
connection  with  the  exploration  of the  Golden  Cross  Project.  In order to
complete  phase one of the  exploration  program,  we anticipate the costs to be
$100,000.  We must pay  $5,000 to the owner by July 1,  2004.  In  addition,  we
anticipate incurring $8,000 in professional fees and US$10,000 in administrative
expenses.

We  will  require  additional   financing  in  order  to  meet  the  anticipated
exploration  costs and 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 such  financing if required.  Obtaining  additional
financing  would be subject to a number of factors,  including the market prices
for gold, copper,  nickel and platinum group metals,  investor acceptance of our
property  and investor  sentiment.  These  factors may make the timing,  amount,
terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity  capital.  Any sale of share  capital  will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of  further  exploration  would  be the  offering  by us of an  interest  in our
properties  to be  earned by  another  party or  parties  carrying  out  further
exploration thereof, which is not presently contemplated.

IF WE DO NOT COMPLETE THE REQUIRED COMMITMENTS OF THE MINING LEASE AGREEMENT, WE
WILL LOSE OUR INTEREST IN THE SF RESOURCE PROPERTY AND OUR BUSINESS MAY FAIL.

We are  obligated to incur  minimum  payments  and  performance  commitments  as
outlined in the Mining Lease Agreement  mentioned in that section. If we fail to
meet the terms of the lease  agreement,  we will  forfeit  our  interest  in the
Golden Cross Project.  The lease may be terminated if the landlord gives written
notice of such default. After receipt of default,  Foothills has 15 days to cure
the default. We will require substantial additional capital to fund phase one of
the exploration  program. We have no agreements for additional  financing and we
can provide no assurance to investors that additional  funding will be available
to us on  acceptable  terms,  or at all,  to  continue  operations,  to fund new
business  opportunities or to execute our business plan. If we lose our interest
in the Golden Cross Project,  then there is a substantial risk that our business
will fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

                                      8
<PAGE>

The search for  valuable  minerals  as a business  is  extremely  risky.  We can
provide  investors  with no  assurance  that the mineral  property  that we have
leased contains  commercially  exploitable reserves of copper,  nickel, gold and
platinum  group  metals.  Exploration  for  minerals  is a  speculative  venture
necessarily involving substantial risk. The expenditures to be made by us in the
exploration of the optioned  mineral  properties may not result in the discovery
of  commercial  quantities  of minerals.  Problems such as unusual or unexpected
formations and other  conditions are involved in mineral  exploration  and often
result in unsuccessful  exploration  efforts. In such a case, we would be unable
to complete our business plan.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liabilities for such hazards,  including  pollution,  cave-ins
and other  hazards  against which we cannot insure or against which we may elect
not to insure.  The  payment  of such  Liabilities  may have a material  adverse
effect on our financial position.

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

The Independent  Auditor's  Report to our audited  financial  statements for the
fiscal  year  ended  December  31,  2003,  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.

IF WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER  LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

The legal  and  regulatory  environment  that  pertains  to the  exploration  of
minerals is uncertain  and may change.  Uncertainty  and new  regulations  could
increase our costs of doing  business and prevent us from  exploring for mineral
deposits.  The growth of demand for minerals may also be  significantly  slowed.
This  could  delay  growth in  potential  demand  for and limit our  ability  to
generate  revenues.  In  addition  to new laws and  regulations  being  adopted,
existing laws may be applied to mining that have not as yet been applied.  These
new  laws may  increase  our cost of doing  business  with the  result  that our
financial condition and operating results may be harmed.

BECAUSE OUR SOLE DIRECTOR OWNS 18.3% OF OUR OUTSTANDING COMMON STOCK, THEY COULD
MAKE AND CONTROL  CORPORATE  DECISIONS THAT MAY BE  DISADVANTAGEOUS  TO MINORITY
SHAREHOLDERS.

Our sole  director owns  approximately  18.3% 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.

                                      9
<PAGE>

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,  Mr.  Terris  is  presently  required  to spend  only 25% 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.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is  currently  no  market  for our  common  stock  and we can  provide  no
assurance  that a market  will  develop.  We expect to apply for  listing of our
common stock on the over the counter  bulletin  board.  However,  we can provide
investors with no assurance that our shares will be traded on the bulletin board
or, if  traded,  that a public  market  will  materialize.  If no market is ever
developed for our shares,  it will be difficult for  shareholders  to sell their
stock.  In such a case,  shareholders  may find that they are  unable to achieve
benefits from their investment.

IF A MARKET FOR OUR COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE VOLATILE.

If a market for our common stock  develops,  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,  if our common stock is traded on the over the counter  bulletin board,
our  stock   price  may  be   impacted  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.

                                      10
<PAGE>


ITEM 2:  DESCRIPTION OF PROPERTY

Our executive  offices are located at Canadiana Lodge,  Wellfield Close,  Coad's
Green Launceston,  Cornwall,  England.  Our officers provide principal executive
office space and telephone service free of charge. The costs associated with the
use of the  telephone  and  mailing  address  were  deemed by  management  to be
immaterial.

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  during the fourth  quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common  stock do not trade on any stock  exchange  or through  the
facilities of any quotation system.  While we intend to apply to have our shares
of common stock quoted on the OTC Bulletin Board,  there is no guarantee that we
will be successful.

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.

                                      11
<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 complete the recommended  phase one  exploration  program on the Golden Cross
project in which we hold a leasehold  interest.  We anticipate that this program
will cost us $100,000.

In January 2004, we amended our mineral  claims  agreement  regarding the Golden
Cross  Project  located in White Pine County  Nevada.  We paid the lessor of the
property  $2,000 upon execution of the agreement.  In order to keep the lease in
good standing, we must pay the lessor $5,000 by July 1, 2004; $10,000 by January
1, 2005; and $50,000 per year thereafter.

In addition,  we anticipate  spending $8,000 on professional fees and $10,000 on
administrative expenses.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$125,000. Our cash on hand at December 31, 2003 was $681.  Accordingly,  we will
need to raise additional funds in order to complete the recommended  exploration
program on the Golden Cross project and meet our other expected expenses.  We do
not currently have any arrangements for raising additional funding.


Results of Operations For Period Ending December 31, 2003


We incurred a net loss of $12,934  for the  year-ended  December  31,  2003,  as
compared  to a loss of $41,883 in the same period in 2002.  The  decrease in net
loss was primarily due to a reduction of $5,000 in consulting  fees,  $11,000 in
management  fees,  and $7,789 in  professional  fees.  During  fiscal  2003,  we
incurred consulting fees of $Nil (2002: $5,000),  management fees of $Nil (2002:
$11,000) and professional fees of $8,728 (2002:  $16,517).  At year-end,  we had
cash on hand of $681.  Our  liabilities  at the same date  totalled  $24,068 and
consisted of accounts  payable of $7,377 and $16,691 due to our  president and a
company controlled by him.

ITEM 7:  FINANCIAL STATEMENTS

                                      12
<PAGE>


                            FOOTHILLS RESOURCES, INC.

                        (A Pre-exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

                             (Stated in US Dollars)
                             ----------------------




<PAGE>


                          INDEPENDENT AUDITORS' REPORT

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,  2003  and  2002  and the
statements of  operations,  stockholders'  deficiency and cash flows for each of
the years ended December 31, 2003,  2002 and 2001,  and the period  November 17,
2000 (Date of  Incorporation)  to December 31, 2003. 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 auditing standards generally accepted
in the  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, 2003 and 2002 and the results of its  operations and its cash flows
for each of the years ended  December  31, 2003,  2002 and 2001,  and the period
from  November  17,  2000 (Date of  Incorporation)  to  December  31,  2003,  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
May 12, 2004                                              Chartered Accountants

<PAGE>



                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                           December 31, 2003 and 2002
                             (Stated in US Dollars)
                             ----------------------

<TABLE>
<CAPTION>
                                                     ASSETS                        2003               2002
                                                     ------                        ----               ----
<S>                                                                           <C>                 <C>
Current
   Cash                                                                      $           681     $         3,686
   Prepaid expenses                                                                      200                 200
                                                                                ------------         -----------
                                                                             $           881     $         3,886
                                                                                ============         ===========

                                                  LIABILITIES
                                                  -----------
Current
   Accounts payable and accrued liabilities                                  $         7,377     $         3,523
   Due to related party - Note 3                                                      16,691              10,616
                                                                                ------------         -----------
                                                                                      24,068              14,139
                                                                                ------------         -----------

                                            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 (2002:  1,366,000) shares outstanding                                 1,366               1,366
Paid-in capital                                                                      79,434              79,434
Deficit accumulated during the pre-exploration stage                            (   103,987)        (    91,053)
                                                                                -----------          -----------
                                                                                (    23,187)        (    10,253)
                                                                                -----------          -----------
                                                                             $          881      $        3,886
                                                                                ===========          ===========
Nature and Continuance of Operations - Note 1
Commitments - Note 4
Subsequent Event - Note 4
</TABLE>


                             SEE ACCOMPANYING NOTES

<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                for the years ended December 31, 2003, 2002, 2001
         and for the period November 17, 2000 (Date of Incorporation) to
                                December 31, 2003
                             (Stated in US Dollars)
                             ----------------------
<TABLE>
<CAPTION>
                                                                                                       November 17,
                                                                                                       2000 (Date of
                                                                                                      Incorporation)
                                                                                                            to
                                                                                                       December 31,
                                                      2003              2002              2001             2003
                                                      ----              ----              ----             ----
<S>                                              <C>                 <C>               <C>              <C>
Expenses
   Accounting, audit and legal fees             $         8,728   $        16,517   $        32,035  $        59,712
   Bank charges                                             256               349               300              923
   Consulting fees                                            -             5,000                 -            5,000
   Management fees                                            -            11,000             4,000           17,500
   Office and miscellaneous                                 200               468               225              893
   Resource property costs                                2,000             6,132             5,922           14,054
   Transfer agent fees                                    1,750             1,733             1,864            5,347
   Travel                                                     -               712                 -              712
                                                    -----------        ----------        ----------       ----------
Loss before other item                             (     12,934)     (     41,911)     (     44,346)    (    104,141)
Other item
   Interest income                                            -                28               103              154
                                                    -----------        ----------        ----------       -----------
Net loss for the period                         $  (     12,934)  $  (     41,883)  $  (     44,243) $  (    103,987)
                                                    ===========        ==========        ==========       ===========
Basic loss per share                            $  (       0.01)  $  (       0.09)  $  (       0.18)
                                                    ===========        ==========        ==========       ===========
Weighted average number of shares
 Outstanding                                          1,366,000           468,281           250,000
                                                    ===========        ==========        ==========
</TABLE>


                            SEE ACCOMPANYING NOTES

<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                             STATEMENT OF CASH FLOWS
                for the years ended December 31, 2003, 2002, 2001
         and for the period November 17, 2000 (Date of Incorporation) to
                               December 31, 2003
                            (Stated in US Dollars)
                            -----------------------

<TABLE>
<CAPTION>
                                                                                                       November 17,
                                                                                                       2000 (Date of
                                                                                                      Incorporation)
                                                                                                            to
                                                                                                       December 31,
                                                      2003              2002              2001             2003
                                                      ----              ----              ----             ----
<S>                                                 <C>               <C>               <C>             <C>
Cash Flows used in Operating Activities
  Net loss for the period                       $  (     12,934)  $  (     41,883)  $  (     44,243) $  (    103,987)

  Changes in non-cash working capital
   items related to operations
   Prepaid expenses                                           -                 -      (        200)    (        200)
   Accounts payable and accrued
    Liabilities                                           3,854      (     15,870)           17,798            7,377
                                                     -----------      -----------        -----------      -----------
                                                   (      9,080)     (     57,753)     (     26,645)    (     96,810)
                                                     -----------      -----------        -----------      -----------
Cash Flows from Financing Activities
   Capital stock issued                                       -            50,800            10,700           75,800
   Subscriptions received                                     -                 -             5,000            5,000
   Due to related party                                   6,075             5,677             4,939           16,691
                                                     ----------       -----------        -----------      -----------
                                                          6,075            56,477            20,639           97,491
                                                     ----------       -----------        -----------      -----------
Increase (decrease) in cash during the
 Period                                            (      3,005)     (      1,276)     (      6,006)             681

Cash, beginning of the period                             3,686             4,962            10,968                -
                                                     ----------       -----------        ------------     -----------
Cash, end of the period                         $           681   $         3,686   $         4,962  $           681
                                                     ==========       ===========        ============     ===========
Supplemental disclosure of cash flow
 Information
   Cash paid for:
     Interest                                   $             -   $             -   $             -  $             -
                                                     ==========       ===========        ============     ===========
     Income taxes                               $             -   $             -   $             -  $             -
                                                     ==========       ===========        ============     ===========
Non-Cash Transaction - Note 7
</TABLE>


                            SEE ACCOMPANYING NOTES

<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                    STATEMENT OF STOCKHOLDERS' DEFICIENCY for
             the period November 17, 2000 (Date of Incorporation) to
                                December 31, 2003
                             (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)
                                               ==========    ==========   ========    =========    =============     ==========
</TABLE>

                           SEE ACCOMPANYING NOTES

<PAGE>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                           December 31, 2003 and 2002
                             (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.

              These  financial  statements have been prepared on a going concern
              basis.  As at December 31, 2003, the Company has a working capital
              deficiency of $23,187,  and has  accumulated a deficit of $103,987
              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 repay its  liabilities  arising from
              normal business operations when they come due.

              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  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
              summarized below:

              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.

<PAGE>

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

              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, No.
              109 ("FAS 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 the
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share".  Basic  loss per  share is  computed  using  the  weighted
              average number of shares outstanding during the period.

              Financial Instrument
              --------------------

              The  carrying  value  of  cash,   accounts   payable  and  accrued
              liabilities  approximates fair value because of the short maturity
              of these instruments.  Due to related party also approximates fair
              value. 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.

<PAGE>


Note 3        Due to Related Party
              --------------------

              Amounts due to related party are  comprised of unpaid  advances to
              the Company and are  unsecured,  non-interest  bearing and have no
              specific terms of repayment.

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  subsequent to
                                 December 31, 2003);
                        -        $5,000 on July 1, 2004;
                        -        $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  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.

                    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.

<PAGE>

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

                    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                 $       23,800
             Less valuation allowance                           (    23,800)
                                                               -------------
                                                             $            -
                                                               =============

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss  carryforwards  that is likely
              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, 2003 the
              Company  has  net  operating  loss  carryforwards,   which  expire
              commencing in 2020, totalling  approximately $103,987, the benefit
              of which has not been recorded in the financial statements.

Note 7        Non-Cash Transaction
              --------------------

              Financing  activities  that do not have a direct impact on current
              cash flows are excluded from the cash flow  statement.  During the
              year ended December 31, 2002, the Company issued  1,116,000 common
              shares  at  $0.05  per  share  for  $55,800  pursuant  to a public
              offering.  $5,000 was recorded as stock  subscriptions at December
              31, 2001.  This  transaction  has been excluded from the cash flow
              statement for the year ended December 31, 2002.

<PAGE>


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

None.

PART III

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

<TABLE>
<CAPTION>
<S>                         <C>       <C>                                                  <C>
Name                        Age       Position with Registrant                              Served  as a  Director
                                                                                            or Officer since
J. Earl Terris               58       President,  Secretary,Treasurer,  Chief  Executive    November 17, 2000
                                      Officer,  and Director (Principal Executive Officer,
                                      Principal    Financial   Officer,    and   Principal
                                      Accounting Officer)
</TABLE>

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  General  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, 2003.

<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   2003     $0        0      0                  0                0          0                0
               Secretary/
               Treasurer
</TABLE>

                                      13
<PAGE>

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, 2003 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

<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                         One
(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 June 9, 2004 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.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------

TITLE OF CLASS            NAME OF BENEFICIAL OWNER         SHARES OF COMMON STOCK       PERCENT OF CLASS
--------------------------------------------------------------------------------------------------------
<S>                        <C>                                       <C>                         <C>
Common                    J. Earl Terris                             250,000                      18.3%
--------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

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.

                                      14
<PAGE>

ITEM 13:  EXHIBITS AND REPORTS

 3.1          Articles of Incorporation*
 3.2          By-Laws*
10.1          Lease Agreement dated March 1, 2001*
10.2          Lease amendment dated February 22, 2002*
10.3          Lease amendment dated September 30, 2002*
10.4          Lease amendment dated December1, 2002*
10.5          Lease amendment dated March 28, 2003*
10.6          Lease amendment dated January 1, 2004
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.

There were no reports filed on Form 8-K during the year-ended December 31, 2003.

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: June 9, 2004


                                      15
<PAGE>