MIME-Version: 1.0 X-Document-Type: Workbook Content-Type: multipart/related; boundary="----=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd" This document is a Single File Web Page, also known as a Web Archive file. If you are seeing this message, your browser or editor doesn't support Web Archive files. Please download a browser that supports Web Archive, such as Microsoft Internet Explorer. ------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Workbook.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

This page should be opened with Microsoft Excel XP or newer.

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet01.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Document and Entity Information (USD $)
3 Months Ended
Mar. 31, 2013
May 10, 2013
Document And Entity Information
Entity Registrant Name Gold Hill Resources, Inc.
Entity Central Index Key 0001462013
Document Type 10-Q
Document Period End Date Mar 31, 2013
Amendment Flag false
Current Fiscal Year End Date --12-31
Is Entity a Well-known Seasoned Issuer? No
Is Entity a Voluntary Filer? No
Is Entity's Reporting Status Current? Yes
Entity Filer Category Smaller Reporting Company
Entity Public Float $ 284,770
Entity Common Stock, Shares Outstanding 1,435,354
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2013
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet02.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Condensed Balance Sheets (USD $)
Mar. 31, 2013
Dec. 31, 2012
Current Assets
Cash $ 7,082 $ 239
Total Current Assets 7,082 239
Equipment, net 0 0
Total Assets 7,082 239
Current Liabilities
Accrued payable 138,451 134,538
Loan from related party 65,249 87,084
Total Liabilities 203,700 221,622
Stockholders' Deficit
Common stock, (Authorized, 200,000,000 shares, par value: $0.001, 633,770 shares issued and outstanding as of December 31, 2012 and 2011 1,435 633
Additional Paid-in Capital 364,765 156,702
Subscription payable 0 129,123
Deficit accumulated during the development stage (562,818) (507,841)
Total Stockholders' Deficit (196,618) (221,383)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 7,082 $ 239
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet03.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Condensed Balance Sheets (Parenthetical)
Mar. 31, 2013
Dec. 31, 2012
Sep. 17, 2010
Jun. 06, 2008
May 09, 2008
Dec. 31, 2001
Apr. 30, 2001
Mar. 31, 2001
Statement of Financial Position [Abstract]
Common Stock, Authorized 200,000,000 200,000,000 200,000,000
Common Stock, Issued 1,435,354 633,770 174,000 175,000 65,625 109,375 109,375
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet04.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Condensed Statements of Operations (USD $)
3 Months Ended 145 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Mar. 31, 2013
Income Statement [Abstract]
REVENUES $ 0 $ 0 $ 68,029
COST OF SALES 0 0 0
GROSS PROFIT 0 0 68,029
OPERATING EXPENSES:
General and administrative expenses 53,712 13,500 591,233
Total operating expenses 53,712 13,500 591,233
LOSS FROM OPERATIONS (53,712) (13,500) (523,204)
Other Income (Expense) (1,265) (2,897) (39,614)
Total other income (expense) (1,265) (2,897) (39,614)
NET INCOME/(LOSS) BEFORE PROVISION FOR INCOME TAXES (54,977) (16,397) (562,818)
Provision for income taxes 0 0 0
NET INCOME/(LOSS) (54,977) (16,397) (562,818)
NET LOSS PER SHARE OF COMMON STOCK Basic and diluted $ (0.08) $ (0.03)
WEIGHTED AVERAGE SHARES OUTSTANDING Basic and diluted $ 705,022 $ 633,770
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet05.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Condensed Statements of Cash Flows (USD $)
3 Months Ended 145 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Mar. 31, 2013
Statement of Cash Flows [Abstract]
Net loss $ (54,977) $ (16,397) $ (562,818)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 0 0 3,120
Stock issued for services 0 0 2,500
Cancellation of other loan payable 0 0 (94,063)
Changes in operating assets and liabilities:
Accounts payable 3,913 13,500 155,377
Accrued interest payable, related parties 1,264 2,897 64,322
Net cash used in operating activities (49,800) 0 (431,562)
Cash flows from investing activities :
Capital equipment purchases 0 0 (98,307)
Proceeds from the sale of equipment 0 0 95,187
Net cash used in investing activities 0 0 (3,120)
Cash flows from financing activities
Net proceeds from issuance of note payable (23,099) 0 165,064
Capital contribution, related party 0 0 10,335
Proceeds from issuance of common stock 79,742 0 266,365
Net cash provided by financing activities 56,643 0 441,764
Net change in cash and equivalents 6,843 0 7,082
Cash and equivalents - beginning balance 239 0
Cash and equivalents - ending balance 7,082 7,082
Supplemental disclosures of cash flows information:
Cancellation of loan payable $ 0 $ 0 $ 94,063
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet06.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Condensed Shareholders Equity (USD $)
Common Stock
Additional Paid-In Capital
Retained Earnings / Accumulated Deficit
Total
Begining balance at Mar. 04, 2001 $ 12,500 $ (10,000) $ 1,250
Begining balance, shares at Mar. 04, 2001 125,000
Shares issued for services 3,750 3,750 7,500
Shares issued for services, shares 37,500
Net loss (2,066) (2,066)
Ending balance at Dec. 31, 2001 16,250 (6,250) (2,066) 7,934
Ending balance, shares at Dec. 31, 2001 162,500
Net loss (2,204) (2,204)
Ending balance at Dec. 31, 2002 16,250 (6,250) (4,270) 5,730
Ending balance, shares at Dec. 31, 2002 162,500
Net loss (11,024) (11,024)
Ending balance at Dec. 31, 2003 16,250 (6,250) (15,294) (5,294)
Ending balance, shares at Dec. 31, 2003 162,500
Net loss (1,475) (1,475)
Ending balance at Dec. 31, 2004 16,250 (6,250) (16,769) (6,769)
Ending balance, shares at Dec. 31, 2004 162,500
Net loss 9,781 9,781
Ending balance at Dec. 31, 2005 16,250 (6,250) (6,988) 3,012
Ending balance, shares at Dec. 31, 2005 162,500
Net loss 1,808
Ending balance at Dec. 31, 2006 16,250 (6,250) (5,180) 4,820
Ending balance, shares at Dec. 31, 2006 162,500
Net loss (4,820) (4,820)
Ending balance at Dec. 31, 2007 16,250 (6,250) (10,000) 0
Begining balance, shares at Dec. 31, 2007 162,500
Issuance of common stock 10,000 40,000 50,000
Issuance of common stock, shares 100,000
Net loss (102,367) (102,367)
Ending balance at Dec. 31, 2008 26,250 33,750 (112,367) (52,367)
Ending balance, shares at Dec. 31, 2008 262,500
Net loss (176,596) (176,596)
Ending balance at Dec. 31, 2009 26,250 33,750 288,963 (228,963)
Begining balance, shares at Dec. 31, 2009 262,500
Stock dividend 19,688 (19,688) 0
Stock dividend, shares 196,875
Issuance of common stock 17,400 69,600 87,000
Issuance of common stock, shares 174,000
Net loss (68,393) (68,393)
Ending balance at Dec. 31, 2010 $ 63,338 $ 83,662 $ (357,356) $ (210,356)
Ending balance, shares at Dec. 31, 2010 633,375
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet07.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Organization and Description of Business
3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]
Organization and Description of Business

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Gold Hill Resources, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 2, 2001 and originally in the travel business, where the Company provided travel packages to financial services professionals in connection with seminars and other professional education events.

 

On June 6, 2008, the Company, by amendment to its articles of incorporation, changed its name to Green Star Alternative Energy, Inc. and changed its business operations to become a provider of energy from wind, water and sunlight. The Company ceased this business as of June 30, 2010.

 

On October 15, 2012, and pursuant to the Certificate of Amendment of the Company’s Articles of Incorporation (the “Amendment”), as filed with the Secretary of State of the State of Nevada on November 7, 2012, the Company consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exchange ratio of one for one hundred (1:100) (the “Reverse Stock Split”) and changed the name of the Company from “Green Star Alternative Energy, Inc.” to “Gold Hill Resources, Inc.” (the “Corporate Name Change”). The Company’s principal business focus would be mining and mining technologies.

 

On April 15, 2013, we entered into a binding Letter of Intent (“LOI”) with Wayne Good and other existing stockholders, 100% of the outstanding capital stock of Accurate Locators, Inc. an Oregon corporation located in Gold Hill, Oregon and Imaging Locators, Inc. a Nevada corporation located in Pahrump, Nevada (collectively, the “Good Entities”), and various intellectual property and Micro Gold claim by Murphy Creek, Oregon owned by Wayne Good and the Good Entities (collectively “Good Holdings”) (the “Acquisition”).

 

At the closing of the Acquisition Agreement (the “Closing”), Gold Hill Resources will issue approximately 29,732,000 restricted shares of its common stock (the “Good Shares”) to the existing stockholders of Good Holdings prior to the Closing (collectively, the “Existing Stockholders”). The Good Shares issued to the Existing Stockholders will represent approximately 95% of the issued and outstanding shares of common stock of Gold Hill Resources on a fully diluted basis immediately following the Acquisition excluding any amounts of capital raised by Gold Hill Resources prior to Closing. In exchange for the Good Shares issued to the Existing Stockholders, the Existing Stockholders will transfer and/or contribute to Gold Hill Resources 100% of the outstanding capital stock of Good Holdings (the “Good Holdings Stock”).

 

The Company has minimal operations at this time and is considered a development stage company.

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet08.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]
Summary of Significant Accounting Policies

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation - The accompanying audited financial statements of Gold Hill Resources, Inc. are presented in accordance with the requirements for Form 10-K and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.

 

These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

 

Going Concern - Since inception, the Company and has a cumulative net loss of $562,818. Since inception, the Company has also been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 

The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from these estimates.

 

Income Taxes - The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

Cash and Cash Equivalents - Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. There is minimal cash and no cash equivalents as of March 31, 2013 and December 31, 2012.

 

Fair Value of Financial Instruments - On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

 

The fair value of the Company's accrued liabilities and accounts payable approximate their carrying values because of the short-term nature of these items.

 

Stock-Based Compensation — The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC Topic 718, “Share Based Payment Arrangements”. The standard requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services received in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly, upon adoption, prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect of compensation expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and recorded compensation expense for all awards granted after the date of adoption.

 

 

The standard provides that income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition.

 

Net Loss Per Share — The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings per Share,” Under the provisions of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share, for the three months ended March 31, 2013 and 2012 because their effect is anti-dilutive.

 

Concentration of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed FDIC insured limits.

 

Recently Issued Accounting Pronouncements -

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

 

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

 

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements..

 

 

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be crossreferenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet09.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Note Payable from Related Party
3 Months Ended
Mar. 31, 2013
Related Party Transactions [Abstract]
Note Payable from Related Party

NOTE 3. RELATED PARTY TRANSACTIONS – NOTE PAYABLE

 

On September 18, 2012, the Company entered into a Secured Promissory Note (the “Secured Note”) and Security Agreement with Verdad Telecom, Inc. (“Verdad”), which is owned by its president Eric Stoppenhagen. Under the terms of the Secured Note, Verdad, agreed to consolidate $209,800 which consisted of an outstanding principal of $166,000 and unpaid interest of $43,800. This represented the total amount of notes outstanding as of September 14, 2012. All advances shall be paid on or before December 31, 2012 and interest shall accrue from the date of any advance on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of seven percent (7%) per annum, compounded annually. The Company’s obligations under the Secured Note will accelerate, upon written notice from Verdad, upon a bankruptcy event with respect to the Company, any default in the Company’s payment obligations or the Company’s breach of any provision of any material agreement between the Company and Verdad.

 

During the quarter ended March 31, 2013, the Company paid $23,099 of the Secured Note and accrued additional interest of $1,264. The balance of principal of the Secured Note at March 31, 2013 is $59,800. The Secured Note is secured by all assets and rights of the Company. The total accrued interest as of March 31, 2013 is $5,449.

 

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet10.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Deficit
3 Months Ended
Mar. 31, 2013
Equity [Abstract]
Stockholders' Deficit

 

NOTE 4. STOCKHOLDERS' DEFICIT

 

On June 6, 2008, the Company voted, to amend its Articles of Incorporation to increase the total number of authorized shares of common stock at par value of $0.001 to 200,000,000 (two hundred million). Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights and are entitled to share ratably in dividends, if any. In the event of a liquidation, dissolution or winding up the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

 

All outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no pre emptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

 

In March, 2001, the Company issued 6,250,000 shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

 

In April, 2001, the Company issued 6,250,000 shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

 

In the fourth quarter of 2001, the Company issued an offering of 3,750,000 shares of its common stock to various shareholders in exchange for cash proceeds realized in the amount of $7,500.

 

On May 9, 2008, the Company issued 10,000,000 shares of common stock at a price of $0.002857 per share to its new CFO/Director for a total cash consideration of $50,000.

 

On June 6, 2008, the Company voted, via amendment to their Articles of Incorporation, to approve a forward share split of the Corporation's outstanding and issued shares of common stock of five (5) shares for each one (1) issued by the Corporation.

 

 

On January 28, 2010, the Company's Board of Directors approved the Record Date of January 29, 2010 for the dividend of three additional shares of the Company's Common Stock for every four shares of the Company's Common Stock outstanding. All fractional shares were rounded up to the next whole share. The date the change became effective was January 29, 2010. All numbers presented in these financial statements reflect retroactively this stock dividend. All share amounts have been retroactively adjusted for all periods presented.

 

On September 17, 2010, we issued 17,400,000 to a company controlled by our sole director and officer, Jesse De Castro. We have been indebted to Mr. De Castro in the amount of US$221,000 as a result of shareholder loans, and US$32,000 as a result of accrued and unpaid compensation. Mr. De Castro has agreed to accept 11,000,000 shares of common stock, in partial settlement of US$55,000 of the outstanding shareholder loans, and 6,400,000 shares of common stock in settlement of the accrued and unpaid compensation.

 

On January 30, 2011, as a condition of the Purchase Agreement, Mr Castro paid $10,335 of the Company’s liabilities. This amount was accounted for as an increase in additional-paid-in capital from a related party.

 

Effective November 7, 2012, the Company consummated a reverse stock split of all the outstanding shares of the Company’s common stock, par value $0.001 per share at an exchange ratio of one for one hundred (1:100)

.

During the quarter ended December 31, 2012, we sold 516,600 shares of our common stock for $129,123 to various accredited investors.

 

During the quarter ended March 31, 2013, we sold 284,984 shares of our common stock for $79,742 to various accredited investors.

 

The stockholders' equity section of the Company contains the following class of capital stock as of March 31, 2013: Common stock, $ 0.001 par value: 200,000,000 authorized 1,435,354 shares issued and outstanding.

 

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet11.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Commitments and Contingencies
3 Months Ended
Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies

NOTE 5. COMMITMENTS AND CONTINGENCIES

 

On January 31, 2011, the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company’s interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described above.

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet12.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]
basis of accounting policy

Basis of Presentation - The accompanying audited financial statements of Gold Hill Resources, Inc. are presented in accordance with the requirements for Form 10-K and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.

 

These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern - Since inception, the Company and has a cumulative net loss of $507,841. Since inception, the Company has also been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 

The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

going concern

Going Concern - Since inception, the Company and has a cumulative net loss of $562,818. Since inception, the Company has also been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 

The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from these estimates.

cash equivalents

Cash and Cash Equivalents - Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. There minimal cash and no cash equivalents as of March 31, 2013 and December 31, 2012.

Concentration of Credit risk

 Concentration of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash.  The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation insured limits. The Company has not incurred any loss from this risk.

Fair Value of Financial Instruments

Fair Value of Financial Instruments — The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

• Level 3 inputs are unobservable inputs for the asset or liability.

 

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The Company’s financial instruments include accrued liabilities. The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments.

 

Management believes it is not practical to estimate the fair value of loan from related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

earnings per share

 

Net Loss Per Share — The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings per Share,” Under the provisions of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share, for the three months ended March 31, 2013 and 2012 because their effect is anti-dilutive.

income taxes

Income Taxes — The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.”  The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities.  Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

reclassifications

Reclassifications — Certain Prior period amounts have been reclassified to conform to current period presentations.

------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet13.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Summary of Significant Accounting Policies (Details Narrative) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Notes to Financial Statements
Net Income/Loss $ (562,818) $ (507,841)
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/Sheet14.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Deficit (Details Narrative) (USD $)
3 Months Ended 145 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Jun. 30, 2008
Dec. 31, 2001
Mar. 31, 2013
Dec. 31, 2012
Sep. 17, 2010
Jun. 06, 2008
May 09, 2008
Apr. 30, 2001
Mar. 31, 2001
Notes to Financial Statements
par value common stock $ 0.001 $ 0.001 $ 0.001
Common stock authorized 200,000,000 200,000,000 200,000,000 200,000,000
Common stock shares issued 1,435,354 65,625 1,435,354 633,770 174,000 175,000 109,375 109,375
compensation for services $ (1,250) $ (1,250)
proceeds for issuance of common stock 79,742 0 50,000 7,500 266,365
Note payable 65,249 65,249 87,084
Accounts payable related party $ 32,000
Shares issued and outstanding 1,435,354 1,435,354
------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd Content-Location: file:///C:/16459c98_7c06_4d31_9197_1590453b21dd/Worksheets/filelist.xml Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" ------=_NextPart_16459c98_7c06_4d31_9197_1590453b21dd--