SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                   For the fiscal year ended December 31, 2002

                          Commission File No. 001-31546


                            FOOTHILLS RESOURCES, INC.
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of Incorporation or Organization)


                                  98-0339-560
                    (I.R.S. Employer Identification Number)

                     9 Langton Close Woking, Surrey, England
                              (011) 44 1483 850 329
     (Address, including zip code and telephone number, including area code,
                       of registrant's executive offices)

                  Securities registered under Section 12(b) of
                               the Exchange Act:
                                      none

                  Securities registered under Section 12(g) of
                               the Exchange Act:
                                  Common Stock
                                (Title of class)

       Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                                   Yes y No o

       Check if 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.


(Continued on Following Page)

<PAGE>


       State the aggregate market value of the voting stock held by
non-affiliates, computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days: $0.10

       State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of December 31, 2002 there
were 1,366,000 shares of the Company's common stock issued and outstanding.

         State the issuer's revenues for its most recent fiscal year:
Net loss of $91,207

Documents Incorporated by Reference:

         None

This Form 10-KSB consists of

Exhibit Index is located at Page

<PAGE>
<TABLE>
<CAPTION>


                               TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                            FOOTHILLS RESOURCES, INC.
                                                                                                                        Page
Facing Page
Index
PART I
Item 1.     Description of Business                                                                                             1
Item 2.     Description of Property                                                                                             8
Item 3.     Legal Proceedings                                                                                                   8
Item 4.     Submission of Matters to a Vote of Security Holders                                                                 8
PART II
Item 5.     Market for the Registrant's Common Equity and Related Stockholder Matters                                           8
Item 6.     Management's Discussion and Analysis of Financial Condition and Results of Operations                               8
Item 7.     Financial Statements                                                                                         F-1-F-20
Item 8.     Changes in and Disagreements on Accounting and Financial Disclosure                                                13
PART III
Item 9.     Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act     13
Item 10.    Executive Compensation                                                                                              14
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 on Form 8-K                                                                                    15
SIGNATURES                                                                                                                      16
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.

History And Organization

Foothills Resources, Inc. (the "Company") was recently incorporated under the
laws of the state of Nevada on November 17, 2000. We have not commenced business
operations and we are considered an exploration stage enterprise. To date, our
activities have been limited to organizational matters, obtaining a mining
engineer's report and the preparation and filing of the registration statement
of which this prospectus is a part. In connection with the organization of our
company, the founding shareholder of our company contributed an aggregate of
$25,000 cash in exchange for 250,000 shares of common stock. We have no
significant assets, and we are totally dependent upon the successful completion
of this offering and receipt of the proceeds there from, of which there is no
assurance, for the ability to commence our proposed business operations.

Proposed Business

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. An unpatented mining claim requires further exploration before all
mineral rights can be owned. The letter was subsequently memorialized as a
written lease on March 1, 2001 with Herb Duerr and George J. Eliopulos. 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.

The lease is for a term of 20 years and may be renewed for an additional 20
years provided that all conditions of the lease have been met by us. Foothills
is obligated to pay an annual percentage royalty on production of three percent
and a minimum annual royalty as follows, of which the first payment of $5,000
has already been made.

Foothills may also buy out the leasehold interest for $5,000,000 from which
annual royalty payments, made up to the day of buyout, may be subtracted. If a


                                       1
<PAGE>

buyout occurs, however, Foothills will be obligated to pay a perpetual one half
of one percent annual royalty on production.

If Foothills fails to make the lease payments, the landlord must give written a
default notice. After receipt of a default notice Foothills has 15 days to cure
the default or the lease can be terminated. In addition, if Foothills fails to
make federal, state, and county maintenance payments or filing fees at least 15
days prior to due date, the landlord may notify Foothills of a possible default.
After 10 days, if this default is not cured the landlord may make the payments
and Foothills must reimburse the landlord within 30 days plus a 20% penalty or
the lease can be terminated.

Foothills may terminate the lease at any time but must give written notice 30
days prior to relinquishing the leased property. In the event Foothills desires
to terminate the agreement after June 1 of any year, we remain responsible for
all filing fees for the next assessment year regarding the leased property. In
addition, Foothills must quitclaim any claim located or acquired within one mile
of the leased area to the landlord.

Annual maintenance fees are due on the claims by August 31. Federal fees are
$100 per claim per year payable to the Department of the Interior, Bureau of
Land management. State fees are $5.50 per year per claim payable to the White
Pine County Recorder in Ely, Nevada.

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.



                                       2
<PAGE>

The exploration program proposed by Foothills is designed to determine whether
mining operations would be economically feasible. It is uncertain at this time
the precise level of mineralization that would justify actual mining operations.
Some of the factors that would be used by Foothills to determine whether to
proceed with mining operations would be the data generated by the proposed
exploration program. This data will be evaluated to confirm that a mineral
deposit is sufficiently defined on three or more sides. Another factor would be
investigation into whether a buyer or a market exists for the minerals and the
prevailing market price for the minerals.

The recommended exploration program is designed to find gold and silver bearing
zones. The recommended exploration program for Foothills is in two phases as
follows:

PHASE 1

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 2

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

Approximate costs of the recommended program are listed below.



PHASE 1
RECOMMENDATION                    COST
Claim Staking                                 $ 4,000
Filing Fees                                   $ 6,000
Reinterpretation of Geophysics                $ 3,000
Compilation                                   $ 5,000



                                       3
<PAGE>



Soil and Rock Sampling                       $ 10,000
Permitting Geologist and Expenses            $ 14,000
Drilling and assaying                        $ 52,000
Reclamation                                  $  6,000

TOTAL COST PHASE I:                          $100,000



Phase 1 should take about three months to complete.





PHASE 2
RECOMMENDATION                     COST
Drilling and assaying                       $150,000
Geologist and Expenses                   $ 15,000
Drill Site Construction                     $ 10,000
Permitting and Reclamation             $ 25,000
TOTAL COST PHASE II               $200,000



Phase 2 would take six months to complete. The proceeds of this offering will be
insufficient to complete Phase II.

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.

Land Status

According to U. S. Bureau of Land Management (USBLM) records in Reno, Nevada,
there are a total of 5 valid unpatented lode mining claims within the above
mentioned sections. The TC 36 - 40 claims with USBLM serial numbers NMC 709646 -
709650. These are the unpatented claims that have been leased by Foothills. The
property totals approximately 100 acres. The owner of record is Herb Duerr.
Rental fees assessed by the USBLM and County assessment fees have been paid
through August 31, 2001. Federal fees are $100 annually per claim and state fees
are $5.50 annually per claim.

The surrounding lands are owned by the USBLM and open for staking. Mr. Jucevic
has recommended that an additional 15 claims be located to cover the strike and
provide an adequate buffer on either side of the mineralized zone.

Climate and local resources.



                                       4
<PAGE>

The property is located at elevations ranging from 6900 to 7050 feet in gently
rolling hills covered with sagebrush and Pinon pines. The climate is temperate
with moderate snow cover from December to March. No perennial streams exist on
the property, however groundwater is plentiful. Power lines are located about
three miles west of the property. The closest population center is Ely, Nevada
located about 10 miles northwest.

Geology

The area has been affected by numerous geological events. Uplift and erosion
have taken place at least twice in the region. High angle structures provided a
path for intrusive dikes and later a plumbing system for hydrothermal fluids.

The main trend of mineralization, north-northeast, parallels the range and is
considered a part of one or more of the uplift events. A second set of northwest
trending structures appear to be related to cleavage and perpendicular to one or
more folding events along the range front. This folding event has developed an
elevation characterized by series of shallow shafts in the center of the
district. A third series of faults are hypothesized from the geophysical
surveys. These faults appear to be nearly easterly trending. They appear to
contain significant mineralization based upon previous sampling.

Faulting provides the plumbing system for hydrothermal fluids to permeate the
host rock and develop mineral deposits. The Nevada Mining Districts are
developed along major fault systems in the same formations. Geological
structures may point to a possible gold system at depth. Ore grade gold and
silver on surface and in underground workings have been found in the area.

Because geological structure appear to control all of the known metal
occurrences in the area, the most important function of further exploration will
be to determine the location and strength of feeder structures and the depth of
these structures.

Alteration and Mineralization

A composite of all rock, soil and drill results for gold indicates at least
three separate mineralized areas. Air track holes on the east side of the
property indicate a shallow block of mineralization up to 40 feet thick. No
deeper drilling is known in this area.

The workings include underground sampling and two drill holes that indicate high
grade gold associated with a fault zone to 10 feet wide hosted in limestone.
This mineralization is projected into the underlying shale limestone which hosts
disseminated mineralization.

Surveys

A survey completed by Echo Bay defined several anomalous areas of low
resistivity below 100 feet or more that could contain mineralization. These
anomalous zones are on the north end of the property and have yet to be tested.

We do not intend to interest other companies in the property if we find
mineralized materials. We intend to try to develop the reserves ourselves.

Competitive Factors

The mineral mining industry is fragmented. We compete with other exploration
companies looking for a variety of mineral reserves. We may be one of the
smallest exploration companies in existence. Although we will be competing with
other exploration companies, there is no competition for the exploration or


                                       5
<PAGE>

removal of minerals from our property. Readily available markets exist in North
America and around the world for the sale of minerals. Therefore, we intend to
develop mining claims to the production decision, point, and an advanced stage
in which major mining production companies would seriously consider pursuing the
property as a valuable and significant acquisition.

Regulations

General exploration work including surveying, geophysical and geochemical
programs that do minimal surface disturbance do not require county, state or
federal permits. The initial reverse circulation drill program will only require
minimal permits as the surface and minerals are privately owned. Expansion in to
Phase II will likely need approval and bonding.

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.

We are in compliance with the 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

Initially,  we intend to use the  services of  subcontractors  for manual  labor
exploration  work on our properties.  Foothills will consider  hiring  technical
consultants  as funds from this  offering and  additional  offerings or revenues
from  operations in the future permit.  At present,  our only employee is Mr. J.
Earl Terris.

Employees and Employment Agreements

At present, we have no employees, other than Mr. Terris, our president and sole
director who has received no compensation for his services. Mr. Terris does not
have an employment agreement with us. We presently do not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt plans in the future. There are presently no personal
benefits available to any employees.


ITEM 2. DESCRIPTION OF PROPERTY

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. An unpatented mining claim requires further exploration before all
mineral rights can be owned. The letter was subsequently memorialized as a
written lease on March 1, 2001 with Herb Duerr and George J. Eliopulos. 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


                                       6
<PAGE>

mineral deposit exists in our property until exploration is done and a
comprehensive evaluation concludes that further exploration is warranted.

The lease is for a term of 20 years and may be renewed for an additional 20
years provided that all conditions of the lease have been met by us. Foothills
is obligated to pay an annual percentage royalty on production of three percent
and a minimum annual royalty as follows, of which the first payment of $5,000
has already been made.

Foothills may also buy out the leasehold interest for $5,000,000 from which
annual royalty payments, made up to the day of buyout, may be subtracted. If a
buyout occurs, however, Foothills will be obligated to pay a perpetual one half
of one percent annual royalty on production.

If Foothills fails to make the lease payments, the landlord must give written a
default notice. After receipt of a default notice Foothills has 15 days to cure
the default or the lease can be terminated. In addition, if Foothills fails to
make federal, state, and county maintenance payments or filing fees at least 15
days prior to due date, the landlord may notify Foothills of a possible default.
After 10 days, if this default is not cured the landlord may make the payments
and Foothills must reimburse the landlord within 30 days plus a 20% penalty or
the lease can be terminated.

Foothills may terminate the lease at any time but must give written notice 30
days prior to relinquishing the leased property. In the event Foothills desires
to terminate the agreement after June 1 of any year, we remain responsible for
all filing fees for the next assessment year regarding the leased property. In
addition, Foothills must quitclaim any claim located or acquired within one mile
of the leased area to the landlord.


ITEM 3. LEGAL PROCEEDINGS

       There are no material legal proceedings to which we (or any of our
officers and directors in their capacities as such) is a party or to which our
property is subject and no such material proceedings is known by our management
to be contemplated.

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

       None

                                       7
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

(a)    Market Information. The Company has applied to quote its securities on
the Over-The-Counter Bulletin Board (OTCBB)

(b)    Holders. There are 30 shareholders of our common stock.

(c) Dividends. We have not paid any dividends on our common stock since
inception. We do not foresee that we will have the ability to pay a dividend on
our common stock in the fiscal year ending December 31, 2002.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS

The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.

We are a start-up, exploration stage company and have not yet generated or
realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors
believe there is doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals. Accordingly, we must raise cash from
sources other than the sale of minerals found on our property. That cash must be
raised from other sources. Our only other source for cash at this time is


                                       8
<PAGE>

investments by others in our company. We must raise cash to implement our
project and stay in business.

To meet our need for cash we are attempting to raise money from this offering.
There is no assurance that we will be able to raise enough money through this
offering to stay in business. Whatever money we do raise will be applied first
to exploration and then to development, if development is warranted. If we do
not raise all of the money we need from this offering, we will have to find
alternative sources, like a second public offering, a private placement of
securities, or loans from our officers or others. time. At the present time, we
have not made any arrangements to raise additional cash, other than through this
offering. If we need additional cash and cannot raise it, we will either have to
suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in connection with the exploration of our
property. We are not going to buy or sell any plant or significant equipment. We
do not expect a change in our number of employees.

Limited Operating History; Need for Additional Capital

There is no historical financial information about Foothills upon which to base
an evaluation of our performance. We are an exploration stage company and have
not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct research and exploration of our
leased claims. We are seeking equity financing to provide for the capital
required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.

Results of Operations

From Inception on November 17, 2000

We just recently acquired our first unpatented lode mineral claims. At this time
we have not yet commenced the research and/or exploration stage of our mining
operations on that property. We have paid $5,000 for a mining lease. As December
31, 2002 we have experienced operating losses of $91.053.

Plan of Operations

Since inception, we have used our common stock to raise money for our property
acquisition, for corporate expenses and to repay outstanding indebtedness. Net
cash provided by financing activities from inception on November 17, 2000 to
December 31, 2000 was $10,968 as a result of proceeds received from our
president and sole director. Our business activities to date have been
restricted to obtaining a mining engineer's report, a mining lease and preparing
this offering. We will be unable to undertake Phase I and conduct any
exploration activities unless at least 25% of this offering is sold.

Foothills's plan of operations for the next twelve months is to at a minimum
undertake Phase I of the drilling and exploration program which will cost
$100,000.00. We cannot complete Phase I, however, unless at least 70% of the


                                       9
<PAGE>

offering is sold. The total cost of Phase II is estimated to be $200,000.00 and
therefore cannot be completed unless this entire offering is sold and additional
capital is raised by Foothills. We have no plan to engage in any alternative
business if Foothills ceases or suspends operations as a result of not having
enough money to complete any phase of the exploration program.

We intend to follow the recommendations of our expert mining engineer, Edward P.
Jucevic, who has prepared a technical report on the leased claims. Mr. Jucevic
has recommended conducting an exploration program in two distinct phases. Phase
I will involve staking of open ground surrounding the leased claims area and
compiling all available drilling and geochemical data for the claims area for
analysis. We then intend to perform detailed mapping within the leased property
boundaries and take some reconnaissance sampling to compare with previous
drilling results. With this information in hand, we intend to drill eight angled
holes 300 feet deep along mineralized fault lines. Samples will be extracted and
assayed for gold, silver, arsenic, mercury, lead, zinc and thallium.

We anticipate that we will incur total expenses of $100,000 during Phase I.
These expenses will include $4,000 for claim staking, $6,000 for filing fees,
$3,000 of analyzing existing data and $5,000 for data compilation. In addition,
we will incur expenses of $10,000 for soil and rock sampling, $14,000 for
permitting and geologist fees, $52,000 for drilling and assaying and $6,000 for
reclamation.

Upon completion of Phase I, we will determine the cost effectiveness of
proceeding to Phase II. In making this determination, we will undertake to have
our data from Phase I independently verified for accuracy by an independent
registered engineer to confirm the existence of mineral deposits. In addition,
we will make investigations into whether a buyer or a market exists for our
mineral products and analyze whether the minerals can be extracted by us for a
profit.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our
business operations. Since our inception, Mr. Terris has paid $25,000 in cash in
exchange for 250,000 shares of common stock. This money has been utilized for
organizational and start-up costs and as operating capital. Since inception, we
have incurred losses of $91.053.

We will be required to sell at least 25% of this offering before commencing
Phase I of our planned exploration program. In addition, unless more than 75% of
the offering is sold, we will not be able to complete Phase I. Assuming
sufficient funds are raised in this offering to complete Phase I, we will be
able evaluate within the next 12 months whether to proceed with Phase II. Should
we decide to proceed with Phase II, we will be required to raise approximately
$150,000.00 in additional capital to fully implement our business plan.

According to the terms or our mineral lease, we are obligated by March 1, 2002
to pay a minimum royalty of $7,500, a minimum royalty of $10,000 by March 1,
2003, a minimum royalty of $20,000 by March 1, 2004 and a minimum royalty of
$50,000 by March 1, 2005 and $50,000 annually thereafter for the balance of the
20 year lease term. In addition, we must pay a perpetual royalty of 0.5% to the
landlord. We also have the right to buy out the landlord's interest at any time
for $5,000,000 less any royalties already paid. We will be required to
renegotiate the terms of the mineral lease in the event we are unable to raise
sufficient funds in time to meet these obligations.

                                       10
<PAGE>



ITEM 7. FINANCIAL STATEMENTS

                            FOOTHILLS RESOURCES, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
                                                                                                                           PAGE
Independent Auditors' Report                                                                                                F-2
Consolidated balance sheets as of December 31, 2002 and 2001                                                                F-3
Consolidated statements of operations for the years ended December 31, 2001 and 2000                                        F-4
Consolidated statements of stockholders' deficit for the years ended December 31, 2001 and 2000                             F-5
Consolidated statements of cash flows for the years ended December 31, 2001 and 2000                                        F-6
Notes to consolidated financial statements                                                                                  F-7

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>




                                       11
<PAGE>


                            FOOTHILLS RESOURCES, INC.

                         REPORT AND FINANCIAL STATEMENTS

                           December 31, 2002 and 2001

                             (Stated in US Dollars)

                                       F-1

<PAGE>


                         [LETTERHEAD OF AMISANO HANSON]

                          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, 2002 and 2001 and the
statements of operations, stockholders' deficiency and cash flows for the years
ended December 31, 2002 and 2001, the period November 17, 2000 (Date of
Incorporation) to December 31, 2000 and the period November 17, 2000 (Date of
Incorporation) to December 31, 2002. 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, 2002 and 2001 and the results of its operations and its cash flows
for the years ended December 31, 2002 and 2001, the period November 17, 2000
(Date of Incorporation) to December 31, 2000 and the period from November 17,
2000 (Date of Incorporation) to December 31, 2002, 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 24, 2003                                            Chartered Accountants


                                      F-2
<PAGE>
<TABLE>
<CAPTION>



                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                           December 31, 2002 and 2001
                             (Stated in US Dollars)


                                                     ASSETS                        2002               2001
                                                     ------                        ----               ----
Current
   Cash                                                                      $         3,686     $         4,962
   Prepaid expenses                                                                      200                 200

                                                                             $         3,886     $         5,162


                                                   LIABILITIES
Current
   Accounts payable                                                          $         3,523     $        19,393
   Due to related party - Note 3                                                      10,616               4,939

                                                                                      14,139              24,332


                                            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 (2001:  250,000) shares outstanding                                   1,366                 250
Paid-in capital                                                                      79,434              24,750
Subscriptions received                                                                    -               5,000
Deficit accumulated during the pre-exploration stage                            (    91,053)        (    49,170)

                                                                                (    10,253)        (    19,170)

                                                                             $        3,886      $        5,162

Nature and Continuance of Operations - Note 1
Commitments - Note 4
Subsequent Event - Note 4

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>




                                      F-3
<PAGE>
<TABLE>
<CAPTION>


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


                                                                                      November 17,     November 17,
                                                                                      2000(Date of     2000 (Date of
                                                                                     Incorporation)   Incorporation)
                                                   Year ended        Year ended            to               to
                                                  December 31,      December 31,      December 31,     December 31,
                                                      2002              2001              2000             2002
                                                      ----              ----              ----             ----
Expenses
   Bank charges                                 $           349   $           300   $            18  $           667
   Consulting fees                                        5,000                 -                 -            5,000
   Management fees                                       11,000             4,000             2,500           17,500
   Office and miscellaneous                                 468               225                 -              693
   Professional fees                                     16,517            32,035             2,432           50,984
   Resource property costs                                6,132             5,922                 -           12,054
   Transfer agent fees                                    1,733             1,864                 -            3,597
   Travel                                                   712                 -                 -              712

Loss before other item                             (     41,911)     (     44,346)     (      4,950)    (     91,207)
Other item
   Interest income                                           28               103                23              154

Net loss for the period                         $  (     41,883)  $  (     44,243)  $  (      4,927) $  (     91,053)

Basic loss per share                            $  (       0.09)  $  (       0.18)  $  (       0.08)

Weighted average number of shares
 outstanding                                            468,281           250,000            57,978

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>






                                      F-4
<PAGE>

<TABLE>
<CAPTION>


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


                                                                                      November 17,     November 17,
                                                                                     2000 (Date of     2000 (Date of
                                                                                     Incorporation)   Incorporation)
                                                   Year ended        Year ended            to               to
                                                  December 31,      December 31,      December 31,     December 31,
                                                      2002              2001              2000             2002
                                                      ----              ----              ----             ----
Cash Flows used in Operating Activities
   Net loss for the period                      $  (     41,883)  $  (     44,243)  $  (      4,927) $  (     91,053)

   Changes in non-cash working capital items
   related to operations
     Prepaid expenses                                         -      (        200)                -     (        200)
     Accounts payable                              (     15,870)           17,798             1,595            3,523

                                                   (     57,753)     (     26,645)     (      3,332)    (     87,730)

Cash Flows from Financing Activities
   Capital stock issued                                  50,800            10,700            14,300           75,800
   Subscriptions received                                     -             5,000                 -            5,000
   Due to related parties                                 5,677             4,939                 -           10,616

                                                         56,477            20,639            14,300           91,416

Increase (decrease) in cash during the
 period                                            (      1,276)     (      6,006)           10,968            3,686

Cash, beginning of the period                             4,962            10,968                 -                -

Cash, end of the period                         $         3,686   $         4,962   $        10,968  $         3,686

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

     Income taxes                               $             -   $             -   $             -  $             -

Non-Cash Transaction - Note 7

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



                                      F-5
<PAGE>

<TABLE>
<CAPTION>


                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                           STATEMENT OF STOCKHOLDERS'
                DEFICIENCY for the period November 17, 2000 (Date
                     of Incorporation) to December 31, 2002
                             (Stated in US Dollars)

                                                                                                              Deficit
                                                                                                            Accumulated
                                                                           Additional                       During the
                                               Common Shares                 Paid-in      Subscriptions   Pre-Exploration
                                   --------------------------------------
                                   --------------------------------------
                                          Number           Par Value         Capital         Received          Stage         Total
                                          ------           ---------         -------         --------          -----         -----

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)

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


                                      F-6
<PAGE>



                            FOOTHILLS RESOURCES, INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                           December 31, 2002 and 2001
                             (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, 2002, the Company has a working capital
              deficiency of $10,253, and has accumulated a deficit of $91,053
              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.

                                      F-7
<PAGE>


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

              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, No. 109 "Accounting for Income Taxes".

              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.

              Fair Value of Financial Instrument

              The carrying value of cash, accounts payable 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        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.


                                      F-8
<PAGE>


Note 4        Commitments

              a)  Exploration Lease

                    By a lease agreement effective March 1, 2001 and amended
                    February 22, 2002, September 30, 2002, December 2002 and
                    March 28, 2003 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 royalty 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);
-        $1,500 on April 15, 2003;
-        $12,000 on July 1, 2003;
-        $20,000 on March 1, 2004;  and
-        $50,000 on March 1, 2005 and every March 1 thereafter.

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

                                      F-9
<PAGE>


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

              b)  Consulting Agreement

                    Pursuant to an agreement dated October 25, 2002, the Company
                    engaged GID Financial Solutions, Inc., a Nevada Corporation,
                    to assist the Company to have its stock quoted for public
                    trading on the OTC Bulletin Board service or some other
                    comparable quotation system. The Company will pay $17,500 as
                    follows:

                    -    $5,000 upon execution of the agreement (paid); and
-        $12,500 within five days after a Form 211 filing is deemed cleared
by the NASDR OTC Compliance examiner.

Note 5        Deferred Tax Assets

              The Financial Accounting Standards Board issued Statement Number
              109 in Accounting for Income Taxes ("FAS 109") which is effective
              for fiscal years beginning after December 15, 1992. FAS 109
              requires the use of the asset and liability method of accounting
              of 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.

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

                                                                      Total
             Deferred Tax Assets
               Non-capital loss carryforward                 $       15,110
             Less valuation allowance                           (    15,110)

                                                             $            -


              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.


                                      F-10
<PAGE>



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, 2002 the
              Company has net operating loss carryforwards, which expire
              commencing in 2020, totalling approximately $91,053, 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.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND F
INANCIAL DISCLOSURE.

       None.



                                      F-11
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

       Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
Officers continue in office at the pleasure of the Board of Directors.

       The Directors and Officers of the Company as of the date of this report
are as follows:

Name                      Age                      Position

J. Earl Terris              56Director


       All our Directors hold office until the next annual meeting of our
shareholders and until successors have been elected and qualified. Our officers
are elected by our Board of Directors and hold office until their death or until
they resign or are removed from office.

       There are no family relationships among the officers and directors. There
is no arrangement or understanding between us (or any of our directors or
officers) and any other person pursuant to which such person was or is to be
selected as a director or officer.


       (b) Resumes

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. Mr. Terris will devote approximately 10 to 15 hours per week to the
business activities of Foothills. 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 199 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 is was a partner in
Franchise Sales Associates and Franchise Conxions.


                                       11
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

Remuneration

       The following table reflects all forms of compensation for services to us
for the years ended December 31, 2000 and 1999 of our then chief executive
officer.
<TABLE>

                           SUMMARY COMPENSATION TABLE

                                                                               Long Term Compensation
                                                                                 Awards
                                           Annual Compensation
                                                                                       Securities      Payouts
                                                                                       Underlying
                                                                                        Options/
                                                                                          SARs
                                                                                          (#)
                                                            Other     Restricted                                    All
                                                            Annual       Stock                                     Other
                                                         Compensation  Award(s)                                 Compensation
                                                             ($)          ($)                                       ($)
Name and Principal            Year  Salary     Bonus                                                     LTIP
Position                              ($)       ($)                                                    Payouts
                                                                                                         ($)
J. Earl Terris               2002   0   0      0        0             0               0                0       0
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(16)     and (b) Security Ownership of Certain Beneficial Owners and Management.

       The table below lists the beneficial ownership of the our voting
securities by each person known by us to be the beneficial owner of more than 5%
of such securities, as well as by all of our directors and officers, as of the
date of this report. Unless otherwise indicated, the shareholders listed possess
sole voting and investment power with respect to the shares shown.

 Title of     Name and Address of Beneficial Owner       Amount and   Percent of
  Class                                                  Nature of       Class
                                                         Beneficial
                                                         Ownership
Common    J. Earl Terris                                      250,000   18.30%

                                       12
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


                                     PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

    3.1Certificate and Articles of Incorporation*
    3.2Bylaws**

*
     Filed with the Securities and Exchange Commission in the Exhibits to Form
SB-2, filed on April 30, 2001 and are incorporated by reference herein.

**
     Filed with the Securities and Exchange Commission in the Exhibits to Form
SB-2, filed on April 30, 2001 and are incorporated by reference herein.


                                       13
<PAGE>


                                   SIGNATURES

       In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 14, 2003.

                     Foothills Resources, Inc.
                            (Registrant)
 By:                    /s/  J. Earl Terris
                           J. Earl Terris


       In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
indicated on April 14, 2003, 2002.

 /s/   J. Earl Terris
     J. Earl Terris, Director


                                       16

<PAGE>


                               BREAM VENTURS, INC.

       Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended December 31, 2002

EXHIBITS

    3.1Certificate and Articles of Incorporation*
    3.2Bylaws**



*  Filed with the Securities and Exchange Commission in the Exhibits to Form
SB-2, filed on February 26, 2001 and are incorporated by reference herein.

** Filed with the Securities and Exchange Commission in the Exhibits to Form
SB-2, filed on February 26, 2001 and are incorporated by reference herein.




                                       14
<PAGE>









































                                 CERTIFICATIONS*
I, J. Earl Terris, certify that:
1. I have reviewed this annual 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 annual
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
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
stablishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have: a) designed such
disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
annual report is being prepared; b) evaluated the effectiveness of the
registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
 5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses. Date:
April 14, 2003
J. Earl Terris
/s/J. Earl Terris, CEO and Principal Financial
Officer * Provide a separate certification for each principal executive officer
and principal financial officer of the registrant. See Rules 13a-14 and 15d-14.
The required certification must be in the exact form set forth above.