UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended ~~January~~July 31, 2014

o¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 000-53627

Gold Hill Resources, Inc. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Nevada		88-0492010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3751 Seneca Ave., Pahrump, NV 89048

(Address of principal executive offices - Zip Code)

(775)-751-6931

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ox No o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company) ~~o Smaller reporting company x~~

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act.) Yes o¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,~~395~~607,~~954~~193 shares of common stock, par value $0.001, were outstanding on ~~March~~September 208, 2014.

GOLD HILL RESOURCES, INC.

FORM 10-Q

For the Quarterly Period ~~January~~July 31, 2014

Table of Contents

PART I FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	3	3
	Consolidated Balance Sheets		3
	Consolidated Statements of Operations		4
	Consolidated Statements of Stockholders’ Equity (Deficit)		5
	Consolidated Statements of Cash Flows		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1112
Item 4.	Controls and Procedures		1415
PART II OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1516
Item 6.	Exhibits		16
Signatures			17
Certifications

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Gold Hill Resources, Inc. and Subsidiaries ~~Consolidated Balance Sheets~~

	January 31,			October 31,
	2014			2013
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	77,884		$	86,728
Inventories, net (Note 2)		229,793			222,353
Total current assets		307,677			309,081
Equipment, net of accumulated depreciation (Note 3)		13,558			23,397
Total assets	$	321,235		$	332,478
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses (Note 4)	$	123,134		$	60,522
Accrued interest (Note 6)		8,659			7,393
Due to related parties (Note 5)		52,197			222,357
Notes payable (Note 6)		29,800			29,800
Convertible promissory notes, net of discount of $89,086 (Note 6)		16,414			-
Current portion of secured long-term debt (Note 6)		109,742			48,727
Total current liabilities		339,946			368,799
Secured long-term debt (Note 6)		173,560			187,560
Total liabilities		513,506			556,359
Stockholders' equity (Note 7)
Common stock, $ 0.001 par, 200,000,000 shares authorized; 18,395,954 and 31,705,954 shares issued and outstanding as of January 31, 2014 and October 31, 2013, respectively.		18,396			31,706
Additional paid-in capital		82,481			(46,758	)
Retained deficit		(293,148	)		(208,829	)
Total stockholders' deficit		(192,271	)		(223,881	)
Total liabilities and stockholders' deficit	$	321,235		$	332,478

Consolidated Balance Sheets

(The accompanying notes are an integral part of these consolidated financial statements)

	July 31,			October 31,
	2014			2013
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	12,293		$	86,728
Inventories, net		198,685			222,353
Total current assets		210,978			309,081

Property and equipment, net		6,171			23,397
Total assets	$	217,149		$	332,478

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	149,551		$	60,522
Accrued interest		4,873			7,393
Due to related parties		55,964			222,357
Notes payable		-			29,800
Convertible promissory notes, net of discount of $66,592 and $0, respectively		28,908			-
Current portion of secured long-term debt		128,379			48,727
Total current liabilities		367,675			368,799

Secured long-term debt		173,000			187,560
Total liabilities		540,675			556,359

Stockholders' Deficit
Common stock, $ 0.001 par, 200,000,000 shares authorized; 18,607,193 and 31,705,954 shares issued and outstanding at July 31, 2014 and October 31, 2013, respectively		18,607			31,706
Additional paid-in capital		115,070			(46,758	)
Retained deficit		(457,203	)		(208,829	)
Total stockholders' deficit		(323,526	)		(223,881	)
Total liabilities and stockholders' deficit	$	217,149		$	332,478

3(The accompanying notes are an integral part of these consolidated financial statements)

~~Gold Hill Resources, Inc. and Subsidiaries~~3

~~Consolidated Statements of Operations (Unaudited)~~Gold Hill Resources, Inc. and Subsidiaries

	Three Months Ended January 31,
	2014			2013
Revenue	$	475,512		$	252,092
Cost of revenue		348,675			97,482
Gross profit		126,837			154,610
Operating expenses
Selling, general and administrative		243,700			151,319
Income (loss) from operations		(116,863	)		3,291
Other income (expense)
Other income		54,031			-
Interest expense		(19,644	)		(5,043	)
Interest expense - accretion of debt discount		(1,843	)		-
Total other income (expense)		32,544			(5,043	)
Loss before provision for income taxes		(84,319	)		(1,752	)
Provision for income taxes		-			-
Net loss	$	(84,319	)	$	(1,752	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		26,885,680			29,732,000

Consolidated Statements of Operations (Unaudited)

(The accompanying notes are an integral part of these consolidated financial statements)

	Three Months Ended July 31,						Nine Months Ended July 31,
		2014		2013			2014			2013

Revenue	$	142,819		$	186,146		$	415,318		$	618,629
Cost of revenue		61,572			68,609			127,772			225,595
Gross profit		81,247			117,537			287,546			393,034

Operating expenses
Selling, general and administrative		168,467			218,887			600,418			525,393
Loss from operations		(87,220	)		(101,350	)		(312,872	)		(132,359	)

Other income (expense)
Other income		-			-			54,031			1,130
Liabilities written off		71,777			-			71,777			-
Gain on the sale of equipment		3,088			22,800			15,557			22,800
Interest expense		(21,325	)		(10,434	)		(52,530	)		(20,482	)
Interest expense - accretion of debt discount		(15,325	)		-			(24,337	)		-
Total other income (expense)		38,215			12,366			64,498			3,448

Loss before provision for income taxes		(49,005	)		(88,984	)		(248,374	)		(128,911	)
Provision for income taxes		-			-			-			-
Net loss	$	(49,005	)	$	(88,984	)	$	(248,374	)	$	(128,911	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		18,445,869			31,429,079			21,320,163			30,030,388

4(The accompanying notes are an integral part of these consolidated financial statements)

~~Gold Hill Resources, Inc. and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity (Deficit) For the Three Months Ended January 31, 2014 and Year Ended October 31, 2013~~4

	Common Stock						Additional Paid-in			Retained			Total Stockholders' Equity
	Shares			Amount			Capital			Deficit			(Deficit)
Balance at October 31, 2012		29,732,000		$	29,732		$	(21,732	)	$	52,950		$	60,950
Shares issued to acquire Gold Hill Resources		1,583,954			1,584			(219,636	)		-			(218,052	)
Shares sold for cash		390,000			390			194,610			-			195,000
Net loss		-			-			-			(261,779	)		(261,779	)
Balance at October 31, 2013		31,705,954			31,706			(46,758	)		(208,829	)		(223,881	)
Shares sold for cash		160,000			160			24,840			-			25,000
Return of common stock		(13,470,000	)		(13,470	)		13,470			-			-
Debt discount related to the beneficial conversion feature of convertible notes		-			-			90,929			-			90,929
Net loss		-			-			-			(84,319	)		(84,319	)
Balance at January 31, 2014		18,395,954		$	18,396		$	82,481		$	(293,148	)	$	(192,271	)

Gold Hill Resources, Inc. and Subsidiaries

~~(The~~Consolidated ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Changes ~~consolidated~~in ~~financial~~Stockholders' ~~statements~~Equity (Deficit)

5For the Nine Months Ended July 31, 2014 (Unaudited) and Year Ended October 31, 2013

Gold Hill Resources, Inc. and Subsidiaries Consolidates Statements of Cash Flows (Unaudited)

	Common Stock						Additional Paid-in			Retained			Total Stockholders' Equity
	Shares			Amount			Capital			Deficit			(Deficit)

Balance at October 31, 2012		29,732,000		$	29,732		$	(21,732	)	$	52,950		$	60,950
Shares issued to acquire Gold Hill Resources		1,583,954			1,584			(219,636	)		-			(218,052	)
Shares sold for cash		390,000			390			194,610			-			195,000
Net loss		-			-			-			(261,779	)		(261,779	)
Balance at October 31, 2013		31,705,954			31,706			(46,758	)		(208,829	)		(223,881	)

Shares sold for cash		160,000			160			24,840			-			25,000
Shares issued for services		20,000			20			22,780			-			22,800
Shares issued upon conversion of debt		221,239			221			9,779			-			10,000
Return of common stock		(13,500,000	)		(13,500	)		13,500			-			-
Debt discount related to the beneficial conversion feature of convertible notes		-			-			90,929			-			90,929
Net loss		-			-			-			(248,374	)		(248,374	)
Balance at July 31, 2014		18,607,193		$	18,607		$	115,070		$	(457,203	)	$	(323,526	)

	Three Months Ended January 31,
	2014			2013
Operating activities
Net loss	$	(84,319	)	$	(1,752	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation		9,840			11,014
Accretion of debt discount		1,843			-
Changes in assets and liabilities:
Inventories		(7,440	)		2,294
Accounts payable and accrued liabilities		(92,123	)		10,202
Net cash flows from operating activities		(172,199	)		21,758
Investing activity
Purchase of equipment		-			(350	)
Net cash flows from investing activity		-			(350	)
Financing activities
Proceeds from sale of common stock		25,000			-
Proceeds from convertible promissory notes		105,500			-
Proceeds from secured debt		61,001			-
Payment of secured debt		(13,986	)		(11,709	)
Due to related parties		(14,160	)		-
Net cash flows from financing activities		163,355			(11,709	)
Change in cash and cash equivalents		(8,844	)		9,699
Cash and cash equivalents at beginning of period		86,728			129,240
Cash and cash equivalents at end of period	$	77,884		$	138,939
Supplemental disclosure of cash flow information:
Interest paid in cash	$	12,778		$	-
Income taxes paid in cash	$	-		$	-
Supplemental disclosure of non-cash transactions:
Debt discount recorded for beneficial conversion feature	$	90,929		$	-

(The accompanying notes are an integral part of these consolidated financial statements)

~~(The accompanying notes are an integral part of these consolidated financial statements)~~5

6Gold Hill Resources, Inc. and Subsidiaries

~~Gold~~Consolidated ~~Hill~~Statements ~~Resources,~~of ~~Inc.~~Cash ~~and~~Flows ~~Subsidiaries~~(Unaudited)

Notes to Consolidated Financial Statements

			Nine Months Ended July 31,
			2014			2013
Operating activities
	Net loss		$	(248,374	)	$	(128,911	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Depreciation		16,082			32,935
		Gain on the sale of equipment		(15,557	)		(22,800	)
		Liabilities written off - Accounts payable		(41,978	)		-
		Liabilities written off - note payable		(29,800	)		-
		Accretion of debt discount		24,337			-
		Common stock issued in exchange for services		22,800			-
	Changes in assets and liabilities:
		Inventories		23,668			13,126
		Accounts payable and accrued liabilities		(27,513	)		(36,758	)
	Net cash flows from operating activities			(276,335	)		(142,408	)

Investing activities
	Purchase of equipment			-			(550	)
	Proceeds from sale of equipment			16,700			22,800
	Net cash flows from investing activities			16,700			22,250

Financing activities
	Proceeds from sale of common stock			25,000			102,500
	Proceeds from convertible promissory notes			105,500			-
	Proceeds from secured debt			186,001			-
	Payment of secured debt			(120,908	)		(43,730	)
	Due to related parties			(10,393	)		2,065
	Cash received in recapitalization transaction			-			13,315
	Net cash flows from financing activities			185,200			74,150

Change in cash and cash equivalents				(74,435	)		(46,008	)

Cash and cash equivalents at beginning of period				86,728			129,240

Cash and cash equivalents at end of period			$	12,293		$	83,232

Supplemental disclosure of cash flow information:
	Interest paid in cash		$	35,070		$	16,632
	Income taxes paid in cash		$	-		$	-

Supplemental disclosure of non-cash transactions:
	Debt discount recorded for beneficial conversion feature		$	90,929		$	-
	Conversion of notes payable		$	10,000		$	-

~~NOTE~~(The 1accompanying -notes ~~Organization,~~are ~~Basis~~an integral part of ~~Presentation~~these ~~and~~consolidated ~~Going~~financial ~~Concern~~statements)

~~Organization~~6

Gold Hill Resources, Inc., aand ~~Nevada corporation, was incorporated on March 2, 2001. Prior to June 13, 2013, we were a public “shell” company.~~Subsidiaries

OnNotes ~~June 13, 2013, Gold Hill Resources, Inc. closed a share exchange transaction (the "Merger") pursuant~~ to ~~which~~Consolidated itFinancial (i) became the 100% parent of Accurate Locators, Inc., an Oregon corporation, and Imaging Locators, Inc., a Nevada Corporation, and wholly owned subsidiary of Accurate Locators, Inc. (Gold Hill Resources, Inc., Accurate Locators, Inc. and Imaging Locators, Inc. collectively the "Company", "we", "us", "Our"); and (ii) assumed the operations of Accurate Locators and Imaging Locators. Gold Hill Resources, Inc. was deemed the legal acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations of Accurate Locators, Inc. prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of Accurate Locators, Inc.Statements

AsNOTE a1 result of the Merger, we are solely engaged in Accurate Locators’ business. Accurate Locators has been a metal detector manufacturer and distributor since 1992 for dealers, treasure hunters, gold prospectors and utilities companies world-~~wide.~~ ~~The Company provides industry standard metal detectors for treasure hunting~~Organization, ~~gold~~Basis ~~prospecting and locating under-ground cable, pipe and utilities. The Company’s products are used by many sectors~~ of ~~the US Government and many mining type operations including the likes of Westinghouse~~Presentation, ~~Bureau~~New ofAccounting ~~Land~~Guidance ~~Management, Bechtel, Graybar, US Army, Navy~~ and ~~Marines.~~Going Concern

Since 2004, Imaging Locators, Inc. operates a metal detecting store with a wide variety of instruments. The Company specializes in underground Surveyor Apparatus units, Ground Penetrating Radar, Pulse Induction Metal Detectors and Tunnel Locators.Organization

WeGold ~~are~~Hill ~~engaged~~Resources, inInc., ~~several~~(the ~~research~~"Company", ~~and development projects;~~ "we ~~are evolving our current ground penetrating radar~~", ~~induced~~"us" ~~polarization, pulse induction~~ and ~~other metal detection systems. We filed~~ "our") ~~first~~a ~~provisional~~Nevada ~~patent~~corporation, onwas ~~our~~incorporated ~~blanket antenna technology~~ on ~~November~~March 122, ~~2012~~2001. WePrior ~~also plan~~ to ~~file~~June ~~several~~13, ~~additional patents in the next twelve months; which will further enhance and protect our intellectual property portfolio and greatly improve on our detection systems capabilities~~2013, ~~thus~~we ~~positioning~~were ~~the~~a ~~Company~~public to“shell” ~~capture greater market share in the geophysics sector~~company.

InOn ~~addition~~June ~~our~~13, ~~core~~2013, ~~business~~Gold Hill Resources, Inc. closed a share exchange transaction pursuant to which it became the parent of ~~development~~Accurate Locators, ~~manufacturing~~Inc., an Oregon corporation, and ~~distribution~~Imaging Locators, Inc., a Nevada Corporation and assumed the operations of ~~metal~~Accurate ~~detection~~Locators ~~products~~and Imaging Locators. Gold Hill Resources, Inc. was deemed the legal acquirer in the reverse merger. Consequently, the assets and ~~systems~~liabilities and the historical operations of Accurate Locators, Inc. and ~~utilizing~~Imaging ~~our~~Locators, ~~evolving~~Inc. ~~technology~~are reflected in ~~metal~~the ~~detection~~financial ~~products~~statements . As a result, we ~~plan~~are tosolely ~~identify~~engaged ~~potential~~in ~~acquisition~~Accurate Locators’ and ~~partnership~~Imaging ~~opportunities~~Locators' ~~within~~business. Accurate Locators has been a metal detector manufacturer and distributor since 1992 for dealers, treasure hunters, gold prospectors and utility companies world-wide. The Company provides industry standard metal detectors for treasure hunting, gold prospecting and locating under-ground cable, pipe and utilities. The Company’s products are used by many sectors of the ~~precious~~US ~~metals~~Government and many mining ~~sector~~type operations including the likes of Westinghouse, Bureau of Land Management, Bechtel, Graybar, US Army, Navy and Marines.

~~Basis~~Imaging Locators, Inc. operates a metal detector store with a wide variety of ~~Presentation~~instruments. The Company specializes in underground Surveyor Apparatus units, Ground Penetrating Radar, Pulse Induction Metal Detectors and Tunnel Locators.

~~The~~We ~~unaudited,~~are ~~consolidated~~engaged ~~financial~~in ~~statements~~several ofresearch ~~the Company as of January 31, 2014,~~ and ~~for~~development ~~the~~projects; ~~three~~we ~~months~~are ~~ended~~evolving ~~January~~our ~~31,~~current ~~2014~~ground ~~and~~penetrating ~~2013~~radar, ~~include~~induced ~~the accounts of Gold Hill Resources~~polarization, ~~Inc.~~pulse ~~from~~induction ~~the~~and ~~date~~other ofmetal ~~Merger,~~detection ~~Accurate Locators, Inc~~systems. ~~and~~We ~~Imaging~~filed ~~Locators,~~our ~~Inc.~~first ~~All~~provisional ~~transactions~~patent ~~and~~on ~~accounts~~our ~~between~~blanket ~~and~~antenna ~~among~~technology ~~Gold~~on ~~Hill~~November ~~Resources~~12, ~~Inc~~2012., ~~Accurate~~We ~~Locators,~~also ~~Inc.~~plan ~~and~~to ~~Imaging~~file ~~Locators,~~several ~~Inc.~~additional ~~have~~patents ~~been eliminated. The consolidated financial statements have been prepared~~ in ~~accordance with accounting principles generally accepted in~~ the ~~United~~next ~~States~~twelve ~~for~~months; ~~interim~~which ~~financial~~will ~~reporting,~~further ~~accordingly,~~enhance ~~they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements~~ and ~~should~~protect beour ~~read~~intellectual inproperty ~~conjunction~~portfolio ~~with the audited consolidated financial statements~~ and ~~notes~~greatly ~~thereto~~improve ~~for~~on ~~the~~our ~~year~~detection ~~ended~~systems ~~October 31~~capabilities, ~~2013,~~thus aspositioning ~~filed with~~ the ~~Securities and Exchange Commission as part of the~~ Company's ~~Form~~to ~~10-K.~~capture Ingreater ~~the~~market ~~opinion~~share ofin ~~management, all adjustments considered necessary for a fair presentation of~~ the ~~interim~~geophysics ~~financial information have been included~~sector. ~~The~~Research ~~results~~and ofdevelopment ~~operations~~expenses ~~for~~were ~~any interim period are~~ not ~~necessarily~~material ~~indicative of the results of operations for the entire year. The Company did not record an income tax provision~~ during the periods presented ~~due to net taxable losses~~.

7In addition our core business of development, manufacturing and distribution of metal detection products and systems, and utilizing our evolving technology in metal detection products, we plan to identify potential acquisition and partnership opportunities within the precious metals mining sector.

~~Going~~Basis ~~Concern~~of Presentation

All transactions and accounts between and among Gold Hill Resources, Inc., Accurate Locators, Inc. and Imaging Locators, Inc. have been eliminated. The ~~accompanying~~consolidated financial statements have been prepared in ~~conformity~~accordance with ~~generally accepted~~ accounting principles generally accepted in the United States offor ~~America~~interim financial reporting, ~~which~~accordingly, ~~contemplate~~they ~~continuation~~do not include all of the ~~Company~~disclosures asrequired aby ~~going~~accounting ~~concern.~~principles Ingenerally accepted in the ~~course~~United ofStates ~~funding~~for ~~development~~complete ~~and~~financial ~~sales~~statements and ~~marketing~~should ~~activities,~~be ~~the~~read ~~Company~~in ~~has~~conjunction ~~sustained~~with ~~operating~~the ~~losses~~audited ~~and~~consolidated ~~has~~financial anstatements ~~accumulated~~and ~~deficit~~notes ofthereto ~~$293,148~~for ~~and~~the ~~$208,829~~year atended ~~January~~October 31, ~~2014~~2013, as filed with the Securities and ~~October~~Exchange ~~31,~~Commission ~~2013,~~as ~~respectively~~part of the Company's Form 10-K. In ~~addition~~the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the ~~Company~~interim ~~has~~financial ~~negative~~information ~~working~~have ~~capital~~been included. The results of ~~$32,269~~operations ~~and~~for ~~$59,718~~any atinterim ~~January~~period ~~31,~~are ~~2014~~not ~~and~~necessarily ~~October~~indicative ~~31,~~of ~~2013,~~the ~~respectively~~results of operations for the entire year. WeThe ~~have~~Company ~~funded~~did ~~operations~~not ~~through~~record ~~accumulated~~an ~~earnings,~~income ~~borrowings~~tax ~~from~~provision ~~related~~during ~~parties,~~the ~~and~~periods ~~proceeds~~presented ~~from~~due ~~debt~~to net taxable losses and ~~equity~~fully reserved deferred tax assets.

We are in need of generating significant cash resources to achieve our future strategic plan. We anticipate that our existing cash on hand will not be sufficient to fund our business needs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.7

~~Note~~New 2Accounting ~~- Inventories~~Guidance

~~Inventories~~In ~~include~~May ~~metal~~2014, ~~detectors~~the ~~for~~Financial ~~treasure~~Accounting ~~hunting~~Standards Board issued ASU 2014-09, ~~gold~~Revenue ~~and~~from ~~royal~~Contracts ~~metal~~with ~~prospecting~~Customers (Topic 606), ~~forensic~~which ~~and~~supersedes ~~military~~the ~~applications~~revenue ~~and~~recognition ~~also~~requirements ~~for~~in ~~locating~~Accounting ~~under-ground~~Standards ~~utilities~~Codification (“ASC”) 605, Revenue Recognition. ~~Most~~The ~~inventory~~new isrevenue ~~finished~~recognition ~~goods.~~standard ~~Inventories~~requires ~~are~~entities ~~valued~~to atrecognize ~~the~~revenue ~~lower~~in ofa ~~cost~~way orthat ~~market.~~depicts ~~Cost~~the istransfer ~~determined~~of ~~using~~promised agoods ~~weighted-average~~or ~~method.~~services ~~The~~to ~~reserves~~customers ~~for~~in ~~obsolescence~~an ~~are~~amount ~~maintained~~that ~~based~~reflects onthe ~~historical~~consideration ~~trends~~to ~~and~~which ~~specific~~the ~~identification,~~entity ~~and~~expects ~~therefore~~to ~~require~~be ~~management~~entitled to ~~make~~in ~~assumptions~~exchange ~~and~~for tothose ~~apply~~goods ~~judgment~~or ~~about~~services. aASU ~~number~~2014-09 ofis ~~factors,~~effective ~~such~~for asinterim ~~market~~and ~~conditions,~~annual ~~the~~reporting ~~selling~~periods ~~environment,~~beginning ~~historical~~after ~~results~~December 15, 2016 and ~~current~~is ~~inventory~~to ~~trends~~be applied retrospectively. The ~~reserve~~Company ~~for~~is ~~obsolete~~in ~~inventory~~the ~~was~~process ~~$51,259~~of asevaluating ofthe ~~January~~effect ~~31,~~that ASU 2014-09 ~~and~~will ~~October~~have ~~31,~~on ~~2013,~~its ~~respectively.~~results of operations and financial position.

~~Note~~Going ~~3 - Property and Equipment~~Concern

~~Property~~The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. In the course of funding development and ~~Equipment~~sales ~~consisted~~and marketing activities, the Company has sustained operating losses and has an accumulated deficit of $457,203 at July 31, 2014. In addition, the ~~following:~~Company has negative working capital of $156,697 at July 31, 2014. We have funded operations through accumulated earnings, borrowings from related parties, and proceeds from debt and equity.

	January 31,			October 31,
	2014			2013
Machinery	$	49,788		$	49,788
Vehicles		223,192			223,191
Office equipment		31,143			31,143
Leasehold improvements		4,247			4,247
Land		5,500			5,500
		313,870			313,869
Less accumulated depreciation		(300,312	)		(290,472	)
Total	$	13,558		$	23,397

~~For~~Note ~~the~~2 ~~three~~- ~~months ended January 31, 2014 and 2013, depreciation expense was $9,840 and $11,014, respectively.~~Inventories

8Inventories include metal detectors for treasure hunting, gold and royal metal prospecting, forensic and military applications and also for locating under-ground utilities. Most inventory is finished goods. Inventories are valued at the lower of cost or market. Cost is determined using a weighted-average method. The reserves for obsolescence are maintained based on historical trends and specific identification, and therefore require management to make assumptions and to apply judgment about a number of factors, such as market conditions, the selling environment, historical results and current inventory trends. The reserve for obsolete inventory was $51,259 as of July 31, 2014 and October 31, 2013, respectively.

Note 43 - ~~Accounts~~Property ~~Payable~~ and ~~Accrued Expenses~~Equipment

~~Accounts~~Property ~~payable~~ and ~~accrued~~equipment ~~expenses~~ consisted of the following:

	January 31, 2014			October 31, 2013
	July 31,			October 31,
Accounts payable	$	54,814		$	5,340
	2014			2013
Credit card balances payable		45,410			39,120
Machinery	$	31,280		$	49,788
Other		22,911			16,062
Vehicles		205,550			223,191
Total	$	123,134		$	60,522
Office equipment		31,143			31,143
Leasehold improvements		4,247			4,247
Land		5,500			5,500
		277,720			313,869
Less accumulated depreciation		(271,549	)		(290,472	)
Total	$	6,171		$	23,397

~~Note 5 - Related Parties~~8

AsFor ofthe ~~January~~three ~~31,~~months ~~2014,~~ended ~~The~~July ~~Company owed Wayne Good~~31, ~~our~~2014 ~~CEO,~~and ~~$52~~2013,~~197~~ ~~for advances made to~~ the Company. Asrecognized ~~of October 31, 2013, the~~ $~~222~~2,~~357~~586 ~~balance included $66,357 due to Mr. Good~~ and $~~156~~3,~~000 due to Eric Stoppenhagen~~451, ~~our~~respectively ~~former Director and CFO. As a result~~ of ~~his~~depreciation ~~resignation, Mr~~expense. ~~Stoppenhagen~~For ~~balance's in~~ the ~~amount~~nine ~~of $29,600 have been classified to accounts payable as of January 31, 2014. During the three~~ months ended ~~January~~July 31, 2014, ~~Mr.~~and ~~Stoppenhagen~~2013, ~~billed~~ the Company recognized $3216,~~038~~082 and ~~was paid~~ $~~158~~32,~~438~~935, respectively of depreciation expense.

~~The~~During the three months ended July 31, 2014, the Company ~~leases~~sold ~~its~~certain ~~facilities~~assets ~~from~~for ~~Mr.~~$3,500 ~~Good~~resulting onin a ~~year~~gain toof ~~year~~$3,088. The assets sold had a basis ~~for~~of ~~monthly~~$17,641 ~~rent~~and accumulated depreciation of $117,~~800~~229 as of the date of sale. The ~~total~~gain ~~rent~~on ~~expense~~sales of equipment for the three months ended ~~January~~July 31, ~~2014 and~~ 2013 was $522,~~400 and $5,400, respectively~~800.

~~Note~~During 6the -nine ~~Debt~~months ended July 31, 2014, the Company sold certain assets for $16,700 resulting in a gain of $15,557. The assets sold had a basis of $36,149 and accumulated depreciation of $35,006 as of the date of sale. The gain on sales of equipment for the nine months ended July 31, 2013 was $22,800.

~~The~~Note ~~Company’s~~4 ~~debt~~- isAccounts ~~summarized~~Payable ~~below:~~ and Accrued Expenses

	January 31, 2014			October 31, 2013
Notes payable	$	29,800		$	29,800
Convertible promissory notes		105,500			-
CPN discount		(89,086	)		-
Secured debt		283,302			236,287
Accrued interest		8,659			7,393
Total debt	$	338,175		$	273,480

Accounts payable and accrued expenses consisted of the following:

Notes Payable

	July 31, 2014		October 31, 2013

Accounts payable	$	73,093	$	5,340
Credit card balances payable		75,413		39,120
Other		1,045		16,062
Total	$	149,551	$	60,522

~~Notes~~Note ~~payable~~5 ~~consists~~- ofRelated $29,800 due to Mr. Stoppenhagen and represents a pre Merger debt of Gold Hill Resources, Inc. The note bears interest at 7% interest per annum and has an accrued interest balance of $7,918 and $7,393 as of January 31, 2014 and October 31, 2013, respectively. The Company recognized interest expense of $525 during the three months ended January 31, 2014.Parties

~~Convertible~~As ~~Promissory~~of ~~Notes~~July 31, 2014, The Company owed Wayne Good, our CEO, $55,964 for advances made to the Company. As of October 31, 2013, the $222,357 balance due to related parties included $66,357 due to Mr. Good and $156,000 due to Eric Stoppenhagen, our former Director and CFO. As a result of his resignation, balances owing to Mr. Stoppenhagen were reclassified to accounts payable. During the three months ended July 31, 2014, the Company wrote off all amounts due to Mr. Stoppenhagen, including $33,550 of accounts payable, $29,800 note payable and $8,427 of accrued interest when management determined that such amounts were no longer owed.

OnThe ~~December 30, 2013 and January 28, 2014 the~~ Company ~~received~~leases ~~proceeds~~its offacilities $63,000 and $42,500, respectively in connection with issuing two identical convertible promissory notes ("CPN") to Asher Enterprises, Inc., ("Holder") a private corporation. The CPN's accrue interest of eight percent per annum and mature nine months from ~~the date of issuance~~Mr. ~~The~~Good ~~Holder~~on ~~may~~a ~~convert~~year ~~the~~to ~~CPN's~~year ~~beginning~~basis ~~one~~for ~~hundred~~monthly ~~eighty~~rent ~~days following the date~~ of ~~the each CPN~~$1,800. ~~The~~Rent ~~conversion~~in ~~price of~~ the ~~Note~~amount ~~is 61% multiplied by the average~~ of ~~the~~$5,400 ~~lowest~~and ~~three~~$16,200 ~~trading~~was ~~prices~~paid ~~for~~to ~~the~~Mr. ~~common~~Good ~~stock~~ during the ~~ten~~three ~~trading~~and ~~day~~nine ~~period~~months ~~ending~~ended onJuly ~~the~~31, ~~latest~~2014, ~~trading~~respectively. ~~day~~Rent ~~prior~~in to the ~~conversion~~amount ~~date. The total intrinsic value~~ of ~~the~~$5,400 ~~beneficial~~and ~~conversion feature amounted to~~ $9016,~~929.~~200 ~~The~~was ~~Company~~paid ~~recorded~~or aaccrued ~~discount~~ to ~~the~~Mr. ~~face~~Good ~~amount~~during of the ~~CPNs'~~three ~~which~~and isnine ~~being~~months ~~accreted~~ended ~~over~~July ~~the~~31, ~~ten~~2013, ~~month term of each CPN using the effective interest method~~respectively.

During the three months ended January 31, 2014, the Company recognized $740 of interest expense related to the CPNs' and $1,843 of accretion related to the debt discount. The remaining debt discount of $89,086 will be amortized through October 31, 2014.9

9Note 6 - Debt

~~Secured~~The ~~Debt~~Company’s debt is summarized below:

Secured debt is summarized below:

	July 31, 2014			October 31, 2013

Notes payable	$	-		$	29,800
Convertible promissory notes		95,500			-
Discount on convertible promissory notes		(66,592	)		-
Secured debt		301,379			236,287
Accrued interest		4,873			7,393
Total debt	$	335,160		$	273,480

	January 31, 2014			October 31, 2013
Secured
Fixed credit facility	$	17,617		$	21,729
Direct Capital Corporation		56,389			-
Term financings		118,029			119,749
Converted to fixed credit facility from revolving facility		91,267			94,809
Total Secured Debt		283,302			236,287
Less: current portion of long-term debt		(109,742	)		(48,727	)
Total debt, long-term portion	$	173,560		$	187,560

Notes Payable

~~The~~Notes ~~fixed,~~payable ~~Direct~~consisted ~~Capital~~of ~~Corporation~~$29,800 ~~and~~due ~~converted~~to ~~from~~Mr. ~~revolving~~Stoppenhagen. ~~credit~~The ~~facilities~~note ~~were~~had ~~secured~~an byaccrued ~~inventory,~~interest ~~accounts~~balance ~~receivable~~of $8,427 and ~~equipment~~$7,393 as of ~~January~~April 3130, 2014 and October 31, 2013, respectively. The ~~term~~Company ~~financings~~recognized interest expense on the note of $1,034 during the nine months ended July 31, 2014. This note and accrued interest were ~~secured~~written byoff ~~vehicles~~to other income during the three months ended July 31, 2014, See "Note 5 - Related Parties" above.

~~Our~~Convertible ~~fixed~~Promissory ~~credit facility has a maturity date due on November 1, 2014 with an annual interest rate of 7%.~~Notes

~~Our~~On ~~Direct~~December ~~Capital~~30, ~~financing~~2013 ~~was~~and ~~entered~~January ~~into~~28, on2014 ~~December~~the 31Company received proceeds of $63,000 ~~2013~~and $42,500, respectively, in connection with issuing two identical convertible promissory notes ("CPN") to Asher Enterprises, Inc., ("Holder") a private corporation. The ~~face~~CPNs ~~amount~~accrue ofinterest at 8% and mature nine months from the ~~debt~~date isof ~~$61,001~~issuance. The ~~Company~~Holder ~~received~~may ~~net~~convert ~~proceeds~~the principal and unpaid interest into shares of ~~$50,001~~common ~~and~~stock ~~recorded~~beginning ~~$11,000~~one hundred eighty days following the date of ~~interest~~each ~~expense~~CPN. ~~during~~The conversion price is 61% multiplied by the average of the lowest three ~~months~~Trading ~~ended~~Prices ~~January~~for 31the common stock during the ten trading day period ending on the latest trading day prior to the conversion date. “Trading Price” means, ~~2014~~for any security as of any date, the closing bid price on the Over-the-Counter Markets or applicable trading market as reported by a reliable reporting service designated by the Holder (i.e. Bloomberg). The ~~Loan~~total intrinsic value of the beneficial conversion feature amounted to $90,929. The Company recorded a discount to the face amount of the CPN which is being ~~repaid~~accreted atover the ~~rate~~term of ~~approximately~~each ~~$5,400~~CPN ~~per~~using ~~month~~the effective interest method.

~~Our~~During ~~term~~the ~~financings~~three ~~have~~months ~~maturity~~ended ~~dates~~July ~~due~~31, ~~from February~~ 2014, tothe ~~March~~Holder ~~2028~~converted ~~with~~$10,000 ~~annual~~of ~~interest~~principal ~~rates~~into ~~ranging~~221,239 ~~from~~shares ~~5.9%~~of tocommon 6stock.~~25%.~~

~~Our~~During ~~revolving~~the ~~credit~~three ~~facility~~and ofnine months ended July 31, 2014, the Company recognized $912,~~267~~075 asand $4,873, respectively, of ~~January~~interest expense related to the CPNs. During the three and nine months ended July 31, 2014, ~~was~~the ~~converted~~Company torecognized a$15,325 ~~fixed~~and ~~credit~~$24,337, ~~facility~~respectively onof ~~November~~accretion 7,related ~~2012~~to ~~with~~the andebt ~~extended~~discount. ~~maturity~~The ~~date~~remaining ~~due~~debt ondiscount ~~November~~of 1$66,592 ~~2017~~will be amortized through October 31, 2014.

~~During~~Secured ~~the three months ended January 31, 2014, the Company incurred $18,379 of interest expense related to secured debt.~~Debt

~~Note~~Secured 7debt -is ~~Stockholders'~~summarized ~~(Deficit)~~below:

During the three months ended January 31, 2014, the Company recognized the following equity related activity:

	July 31, 2014			October 31, 2013
Secured
Fixed credit facility	$	4,602		$	21,729
On Deck Capital, Inc.		100,947			-
Term financing		115,285			119,749
Other Fixed Facility		80,545			94,809
Total Secured Debt		301,379			236,287
Less: current portion of long-term debt		(128,379	)		(48,727	)
Total debt, long-term portion	$	173,000		$	187,560

· The Company received 13,470,000 shares of common stock from Mark Flanagan and Chas Radovich at no cost. The Company canceled the shares thereby reducing the total shares outstanding and recorded an decrease to common stock and increase to additional paid-in capital for the par value.10

·The ~~From June 13~~fixed, ~~2013~~On toDeck ~~October 15~~Capital, ~~2013,~~Inc. ~~the Company completed a private placement offering to certain institutional~~ and ~~accredited~~Other ~~investors~~Fixed ~~pursuant~~credit tofacilities ~~which~~were ~~the~~secured ~~Company~~by ~~sold~~inventory, anaccounts ~~aggregate~~receivable ofand ~~390,000~~equipment ~~shares~~as of ~~the~~July ~~Company’s~~31, ~~common~~2014 ~~stock~~and ~~resulting~~October in31, ~~gross~~2013. ~~proceeds~~The ofterm ~~$195,000~~financings towere ~~the~~secured ~~Company~~by vehicles.

·Our ~~Pursuant~~fixed acredit ~~private~~facility ~~placement~~has ~~offering~~a tomaturity ~~certain~~date ~~institutional and accredited investors, the Company issued 160,000~~ of ~~shares~~November ~~of common stock for which $40~~1,~~000~~ of2014 ~~funds~~with ~~were~~interest ~~received~~at ~~prior to October 31, 2013 and $25,000 received during the quarter ended January 31, 2014~~7%.

10On April 4, 2014, the Company entered into a financing agreement with On Deck Capital Inc. (the "On Deck Financing"). Under the terms of the On Deck Financing, the Company borrowed $125,000, received net proceeds of $121,875 after paying an Origination fee of $3,125, and will repay the On Deck Financing over 15 months by making 314 payments including interest of $559.52 on each business day during the term.

~~MANAGEMENT’S~~The ~~DISCUSSION~~Company ~~AND~~entered ~~ANALYSIS~~into OFa ~~FINANCIAL~~financing ~~CONDITION~~agreement with Direct Capital on December 31, 2013. The face amount of the debt was $61,001. The Company received net proceeds of $50,001 and recorded $11,000 of interest expense during the nine months ended July 31, 2014. The loan was being repaid at the rate of approximately $5,400 per month. On April 7, 2014, this loan was repaid in full from the proceeds of the On Deck Financing.

~~AND~~Our ~~RESULTS~~term OFfinancing ~~OPERATIONS~~has a maturity date in March 2028 with interest at 6.25%.

~~THIS~~Our ~~FORM~~Other ~~10-Q~~Fixed ~~CONTAINS~~facility ~~"FORWARD-LOOKING~~with ~~STATEMENTS"~~a ~~THAT~~balance ~~CAN~~of ~~BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES~~$80,"545 ~~"EXPECTS,"~~as ~~"MAY,"~~of ~~"WILL,"~~July ~~"SHOULD~~31," OR2014 ~~"ANTICIPATES,"~~was ORconverted ~~THE~~to ~~NEGATIVE~~a OFfixed ~~THESE~~credit ~~WORDS~~facility ORon ~~OTHER~~November ~~VARIATIONS OF THESE WORDS OR COMPARABLE WORDS~~7, OR2012 BYwith ~~DISCUSSIONS~~an OFextended ~~PLANS~~maturity ORdate ~~STRATEGY~~due ~~THAT~~on ~~INVOLVE~~November ~~RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS~~1, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS2017. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR GOLD HILL RESOURCES, INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS" AND THE RISKS ASSOCIATED WITH A SMALL COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

AsDuring ~~used~~the ~~herein~~three months ended July 31, ~~the~~2014 ~~term~~and "2013, the Company," ~~“Gold~~recognized ~~Hill~~$18,”863 ~~"we~~and $5,"184, ~~"us~~respectively," ~~and~~of ~~"our"~~interest ~~refer~~expense related to ~~Gold~~secured ~~Hill~~debt. ~~Resources~~During the nine months ended July 31, ~~Inc.~~2014 and ~~subsidiaries~~2013, ~~unless~~the ~~otherwise~~Company ~~noted~~recognized $46,623 and $15,233, respectively, of interest expense related to secured debt.

~~Overview~~Note 7 - Stockholders' (Deficit)

~~Gold~~During ~~Hill~~the ~~Resources,~~nine ~~Inc.~~months ~~develops~~ended ~~and~~July ~~markets proprietary mining and mineral detection technology via our wholly owned subsidiary Accurate Locators~~31, ~~Inc. Utilizing our technology in metal detection products~~2014, wethe ~~plan~~Company torecognized ~~identify potential acquisition and partnership opportunities within~~ the ~~precious~~following ~~metals~~equity ~~mining~~related ~~sector.~~activity:

~~Accurate~~· ~~Locators~~The isCompany areceived ~~leading~~13,500,000 ~~all-purpose~~shares ~~metal~~of ~~detector~~common ~~manufacturer~~stock ~~and~~from ~~distributor~~Mark ~~which has~~Flanagan ~~been~~and inChas ~~business~~Radovich ~~since~~at ~~1992~~no ~~providing~~cost. ~~several~~The ~~industry~~Company ~~benchmark~~cancelled ~~metal~~the ~~detectors~~shares ~~for~~thereby ~~treasure~~reducing ~~hunting,~~the ~~gold~~total shares outstanding and ~~royal~~recorded ~~metal~~an ~~prospecting,~~decrease ~~forensic~~to common stock and ~~military~~increase ~~applications~~to ~~and~~additional ~~also~~paid-in capital for ~~locating~~the ~~under-ground~~par ~~utilities~~value. ~~Our~~· ~~products~~On ~~have~~February ~~been~~25, ~~used~~2014, bythe ~~mining~~Company ~~operators~~issued 20,000 ~~treasure~~shares ~~hunters~~of ~~and~~restricted ~~various~~common ~~sectors~~stock with a fair value of $22,800 in exchange for services. The fair value of the UScommon ~~Government,~~stock ~~including~~was determined from the ~~military~~closing ~~branches~~price on the date the shares were transferred. ~~Our~~· ~~client~~On ~~list~~July ~~includes~~7, ~~Westinghouse~~2014, ~~Bureau~~the Holder of ~~Land~~our ~~Management,~~convertible ~~Bechtel,~~promissory ~~Graybar,~~notes ~~General~~converted ~~Services~~$10,000 ~~Administration~~of ~~and~~principal ~~U.S.~~into ~~Army~~221,239 ~~Navy~~shares ~~and~~of ~~Marines~~common stock.

WeNote ~~are~~8 ~~engaged~~- inSubsequent several research and development projects including current ground penetrating radar, induced polarization, pulse induction and other metal detection systems. We filed our first provisional patent on our blanket antenna technology on November 12, 2012. We also plan to file several additional patents in the next twelve months; which will further enhance and protect our intellectual property portfolio and greatly improve on our detection systems capabilities, thus positioning the Company to capture greater market share in the geophysics sector. Events

11Subsequent to July 31, 2014, the Company received 3,300,000 shares from certain shareholders and intends to cancel said shares.

Our sales are generated in several different market segments including gold prospecting, treasure hunting and utility and archeological locating. Current gold “find” reports significantly impact demand for detection technologies in the gold prospecting and treasure hunting market.11

~~International~~MANAGEMENT’S ~~dealer~~DISCUSSION ~~sales~~AND ~~have~~ANALYSIS ~~historically~~OF ~~accounted~~FINANCIAL ~~for~~CONDITION ~~approximately~~AND ~~40%~~RESULTS ofOF total sales volume. However, over the most recent quarter, we have seen international sales spike to approximately 50% of total sales volume. We attribute this increase to an increase in small and medium mining concerns in Africa, and more accommodative conditions in certain regions in the middle east due to the Arab Spring.OPERATIONS

WeTHIS ~~expect~~FORM ~~sales~~10-Q ~~growth~~CONTAINS to"FORWARD-LOOKING ~~continue~~STATEMENTS" asTHAT aCAN ~~result~~BE ofIDENTIFIED ~~high~~BY ~~gold~~THE ~~prices~~USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," ~~which~~"EXPECTS," ~~drive~~"MAY," ~~increased~~"WILL," ~~participation~~"SHOULD," ~~and~~OR ~~demand~~"ANTICIPATES," inOR ~~the~~THE ~~prospecting~~NEGATIVE ~~markets~~OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. InMANAGEMENT ~~addition~~WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, weINCLUDING, ~~believe~~BUT ~~that~~NOT ~~our~~LIMITED ~~ongoing~~TO, ~~research~~STATEMENTS ~~and~~REGARDING ~~development~~THE toCOMPANY'S ~~improve~~MARKETING ~~existing~~PLANS, ~~technologies~~GOALS, ~~will~~COMPETITIVE ~~drive~~CONDITIONS, ~~sales~~REGULATIONS ~~growth~~THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR GOLD HILL RESOURCES, ~~with~~INC., ~~existing~~INCLUDING, ~~customers~~BUT ~~seeking~~NOT toLIMITED ~~upgrade~~TO ~~and~~THE ~~creating~~MATTERS ~~new~~SET ~~ones~~FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS" AND THE RISKS ASSOCIATED WITH A SMALL COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

~~The~~As ~~Merger~~used ~~was~~herein, ~~accounted~~the ~~for~~term as"the aCompany," ~~reverse~~“Gold ~~merger~~Hill,” ~~(recapitalization)~~"we," ~~with Accurate Locators deemed to be the accounting acquirer~~"us," and "our" ~~Company~~refer ~~deemed~~ to beGold ~~the~~Hill ~~legal acquirer. Accordingly~~Resources, ~~the following discussing represents a discussion of the operations of our wholly-owned subsidiary, Accurate Locators,~~ Inc. ~~for~~and ~~the~~subsidiaries ~~periods~~unless ~~presented~~otherwise noted.

~~Results of Operations~~Overview

~~For~~During 2013, the ~~Three~~Company ~~Months~~completed ~~Ended~~a ~~January~~reverse 31merger whereby Accurate Locators, ~~2014~~Inc. and ~~2013~~Imaging Locators, Inc. became subsidiaries of Gold Hill Resources, Inc. Gold Hill Resources, Inc. is engaged in the mining and mineral detection technology via our wholly owned subsidiary Accurate Locators, Inc. Utilizing our evolving technology in metal detection products, we plan to identify potential acquisition and partnership opportunities within the precious metals mining sector.

~~Revenue~~Accurate Locators is a leading all-purpose metal detector manufacturer and distributor. Accurate Locators has been in business since 1992 providing several industry benchmark metal detectors for treasure hunting, gold and royal metal prospecting, forensic and military applications and also for locating under-ground utilities. The products have been used by mining operators, treasure hunters and various sectors of the US Government, including the military branches. Our client list includes the following: Westinghouse, Bureau of Land Management, Bechtel, Graybar, General Services Administration and U.S. Army, Navy and Marines. The Company also operates a metal detector store through its subsidiary, Imaging Locators, Inc.

~~Our~~We ~~revenues~~are ~~increased~~engaged ~~$223,420~~in toseveral ~~$475,512~~research ~~during~~and ~~the~~development ~~three~~projects; ~~months~~we ~~ended~~are ~~January~~evolving ~~31,~~our ~~2014~~current ~~compared~~ground topenetrating ~~$252~~radar,~~092~~ ~~during~~induced ~~the~~polarization, ~~three~~pulse ~~months~~induction ~~ended~~and ~~January~~other ~~31,~~metal ~~2013~~detection systems. ~~This~~We ~~increase~~filed ~~over~~our ~~the~~ first ~~quarter~~provisional ofpatent ~~2013~~on ~~was~~our ~~due~~blanket ~~primarily~~antenna totechnology ~~customer~~on ~~gold~~November ~~“finds”~~12, 2012. AAs ~~strong~~of ~~international~~the ~~mining~~date ~~and~~of ~~locating~~this ~~business~~report, ~~continues~~we tohave ~~help~~filed usfor ~~make~~a ~~strides~~total inof ~~non-saturated~~seven ~~markets~~U.S. ~~Additionally,~~patents ~~after~~and ~~completing~~plan ~~R&D,~~to wefile ~~are~~additional ~~commercializing~~patents in the next twelve months; which will further enhance and protect our ~~dual~~intellectual property portfolio and greatly improve on our detection ~~system~~systems ~~which~~capabilities, wethus ~~expect~~positioning the Company to ~~increase~~capture ~~revenues~~greater inmarket ~~2014~~share ~~compared~~in tothe ~~2013~~geophysics sector.

~~Cost of Revenue and Gross Profits~~12

~~Our~~Results ~~gross~~of profit decreased $27,773 to $126,837 during the three months ended January 31, 2014 compared to $154,610 during the three months ended January 31, 2013. The decrease in our gross profit margin was due to increased discounts due to competitive price pressure as well as increased dealer vs. retail sales. Operations

~~Selling,~~For ~~General~~the Three and ~~Administrative~~Nine ~~Expenses~~Months Ended July 31, 2014 and 2013

Selling, general and administrative ("SG&A") expenses increased $92,381 to $243,700 during the three months ended January 31, 2014 compared to $151,319 during the three months ended January 31, 2013. The increase is primarily due to the inclusion of the parent company Gold Hill Resources, Inc. operating expenses in 2014 which costs were not included in 2013 prior to the Merger. The increase was primarily due to professional fees and personnel. Moving forward, the Company has implemented cost cutting measures and expects SG&A to materially decrease.Revenue

~~Other~~Our ~~Income~~revenues decreased $43,327 to $142,819 during the three months ended July 31, 2014 compared to $186,146 during the three months ended July 31, 2013. Our revenues decreased $203,311 to $415,318 during the nine months ended July 31, 2014 compared to $618,629 during the nine months ended July 31, 2013. Our revenues decreased from 2013 due to competitive pricing pressure resulting in lower unit sales and ~~(Expense)~~increased discounting. The Company believes its products are superior to the foreign competitors who have caused the pricing declines. The Company is currently developing two new U.S. patent pending metal detectors which will be released in the current fiscal quarter. The Company has filed for two patents related to these products and expects sales to increase over the coming quarters upon their release.

~~The~~Cost ~~Company experienced a $37,587 increase~~ of ~~net~~Revenue income to income of $32,544 during the three months ended January 31, 2014 compared to net expense of $5,043 during the three months ended January 31, 2013. During the three months ended January 31, 2014, the Company received and ~~recognized~~Gross $54,031 from insurance proceeds related to product that was damaged in 2013 and previously written off as other expense. Additionally, the Company recognized interest expense of $19,644 in 2014 compared to $5,043 in 2013. The increase is primarily due to the recognition of $11,000 of interest expense related to a loan from Direct Capital Corporation.Profit

~~Liquidity~~Our gross profit decreased $36,290 to $81,247 during the three months ended July 31, 2014 compared to $117,537 during the three months ended July 31, 2013. Our gross profit decreased $105,488 to $287,546 during the nine months ended July 31, 2014 compared to $393,034 during the nine months ended July 31, 2013. The decrease in our gross profit during is primarily due to lower gross sales and ~~Capital~~increased ~~Resources~~discounts due to competitive pricing pressure and increased dealer vs. retail sales. Gross margin as a percent of revenue is expected to fluctuate due to our short operating history and inconsistent sales patterns.

~~Net cash provided by (used in) operating activities was ($16~~Selling,~~199)~~ ~~and~~General ~~$21,758 for the three months ended January 31, 2014~~ and ~~2013,~~Administrative ~~respectively. The increase in the amount of cash used was largely due to the increase in net loss in 2014 offset by a smaller positive change in accounts payable and accrued expense.~~Expenses

~~Net~~Selling, ~~cash~~general ~~provided~~and byadministrative (~~used in~~"SG&A") ~~investing~~expense ~~activities~~decreased ~~was~~$50,420 to $0168,467 ~~and~~during the three months ended July 31, 2014 compared to $~~(350)~~218,887 ~~for~~during the three months ended ~~January~~July 31, 2013. SG&A expense increased $75,025 to $600,418 during the nine months ended July 31, 2014 compared to $525,393 during the nine months ended July 31, 2013. The three month year-over-year decrease is primarily due to a decrease in professional and administrative costs that were included in 2013 related to the 2013 Merger. The nine month year-over-year increase is primarily due to the inclusion of Gold Hill Resources, ~~respectively~~Inc. operating expenses in 2014 which costs were not included in 2013 prior to the Merger. The Company has implemented cost cutting measures and expects SG&A to decrease.

~~Net~~Other ~~cash~~Income ~~provided by (used in) financing activities was $7,355~~ and (~~$11,709~~Expense) for the three months ended January 31, 2014 and 2013, respectively. Cash provided by financing activities in 2014 was mainly from the sale of common stock and proceeds from secured debt and convertible promissory notes.

Other income and (expense) consists of transactions not directly related to revenue generating activities, gain on sales of assets, interest related to our outstanding notes and accretion related to the debt discount of the Asher Enterprises Convertible Notes. During the three months ended July 31, 2014, total other income was $38,215 compared to other income of $12,366 during the three months ended July 31, 2013. The increase in other income is primarily due to the write off of liabilities related to Eric Stoppenhagen, our former Director and CFO totaling $71,777 offset by an increase in interest expense as a result of the amortization of the debt discount related to the beneficial conversion feature of the Asher Convertible Notes totaling $15,325 and higher interest expense as a result of the Company maintaining higher debt balances at higher interest rates compared to the prior year.

~~The~~During ~~total liabilities of~~ the ~~Company~~nine atmonths ~~January~~ended July 31, 2014, ~~were~~total ~~$513,506.~~other Toincome ~~the~~was ~~extent~~$64,498 ~~our~~compared ~~business~~to ~~erodes~~$3,448 orduring wethe ~~are~~nine ~~unable~~months toended ~~receive~~July ~~additional~~31, ~~financing~~2013. weThe ~~would~~Company berecognized ~~unable~~other toincome ~~meet~~during the ~~terms~~nine ofmonths ~~our~~ended ~~debt~~July ~~and~~31, we2014 ~~would~~totaling ~~have~~$141,365, ~~difficulty~~including ~~continuing~~$54,031 asreceived afrom ~~going~~insurance ~~concern.~~proceeds ~~Certain~~related ~~debts~~to ~~are~~product ~~secured~~that bywas ~~inventory,~~damaged ~~accounts~~in ~~receivable,~~2013 ~~equipment~~ and ~~vehicles.~~previously Aswritten ofoff ~~January~~as 31other expense, ~~2014~~$71,777 wegain ~~were~~from inthe ~~compliance~~write inoff ~~all~~liabilities ~~material~~related ~~respects~~to ~~with~~Eric ~~our~~Stoppenhagen, ~~debt~~and ~~agreements.~~$15,557 ~~There~~of ~~are~~gain noon ~~financial~~the ~~covenants~~sale ~~concerning~~of ~~debt-to-equity,~~assets ~~tangible~~offset ~~net~~by ~~equity~~$76,867 ~~and~~of interest ~~coverage ratios~~expense. ~~Currently,~~Interest weexpense ~~cannot~~increased ~~borrow~~$56,385 ~~any~~from ~~more~~$20,482 ~~under~~during ~~our~~the ~~credit~~nine ~~facilities.~~months ~~However~~ended July 31, ~~there~~2013 ~~are~~due noto ~~covenants~~the ~~that~~amortization ~~restrict~~of ~~additional~~the ~~borrowing~~debt ~~from~~discount ~~other~~related ~~sources.~~to ~~There~~the ~~are~~Asher noConvertible ~~financial~~Notes ~~covenants~~and ~~under~~the ~~our~~Company ~~promissory~~maintaining ~~note~~higher ~~agreements~~debt balances at higher interest rates.

We have suffered recurring losses from operations during the three months ended January 31, 2014 and in the past two fiscal years. We have funded operations through operating cashflow, borrowings from related parties, and proceeds from debt. We are in need of generating significant cash resources to achieve our future strategic plan. On June 4, 2013, the Company completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 950,200 shares of the Company’s common stock resulting in gross proceeds of $283,173 to the Company. From June 14 to October 15, 2013, the Company completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 390,000 shares of the Company’s common stock resulting in gross proceeds of $195,000 to the Company. During the three months ended January 31, 2014, the Company received proceeds of $105,500 from CPNs', $50,001 from Direct Capital Corporation and $25,000 from the sale of common stock. The Company intends to use these proceeds for working capital and to develop its element detecting technologies. Even with the proceeds we raised, we anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs for more than three months and we are currently seeking additional financing. In the event we were unsuccessful in raising additional funding and our existing cash and cash equivalents were not sufficient to fund our business needs, we would scale back all new product development besides our Ground Penetrating Radar project. This would delay the release of our future products. Our officers have also indicated their willingness to defer amounts owed to them. This would allow us to maintain our existing operations.13

~~These~~Liquidity ~~conditions~~and ~~raise~~Capital substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of their opinion in the Audit Report for the year ended October 31, 2013.Resources

~~Capital~~Net ~~Expenditures~~cash used in operating activities was $276,335 and $142,408 during the nine months ended July 31, 2014 and 2013, respectively.

WeNet ~~have~~cash ~~not~~provided ~~incurred~~by ~~any~~investing ~~material~~activities ~~capital~~was ~~expenditures~~$16,700 and $22,250 for the nine months ended July 31, 2014 and 2013, respectively.

~~Off-Balance~~Net ~~Sheet~~cash ~~Arrangements~~provided by financing activities was $185,200 and $74,150 for the nine months ended July 31, 2014 and 2013, respectively.

WeCurrent ~~have~~liabilities ~~not~~of ~~entered~~the ~~into~~Company ~~any~~at ~~off-balance~~July ~~sheet~~31, ~~arrangements~~2014 ~~that~~were ~~have~~$367,675 compared to cash of $12,293. To the extent our business erodes or we are ~~reasonably~~unable ~~likely~~to receive additional financing we would be unable to meet the payment terms of our debt and we would have difficulty continuing as a ~~current~~going orconcern. ~~future~~Certain ~~effect~~debts onare ~~our~~secured ~~financial~~by ~~condition~~inventory, ~~changes~~accounts receivable, equipment and vehicles. As of July 31, 2014, we were in compliance in all material respects with our debt agreements. There are no financial ~~condition~~covenants concerning debt-to-equity, ~~revenues~~tangible ornet ~~expenses,~~equity ~~results~~and ofinterest ~~operations~~coverage ratios. Currently, ~~liquidity~~we cannot borrow any more under our credit facilities. However, ~~capital~~there ~~expenditures~~are orno ~~capital~~covenants ~~resources~~that ~~and~~restrict ~~would~~additional beborrowing ~~considered~~from ~~material~~other tosources. ~~investors~~There are no financial covenants under our promissory note agreements.

~~Recently~~We ~~Issued~~have ~~Accounting~~suffered ~~Pronouncements~~recurring losses from operations during the nine months ended July 31, 2014 and in the past two fiscal years. We have funded operations through operating cash flow, borrowings from related parties, and proceeds from debt. We are in need of generating significant cash resources to achieve our future strategic plan. On June 4, 2013, the Company completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 950,200 shares of the Company’s common stock resulting in gross proceeds of $283,173 to the Company. From June 14 to October 15, 2013, the Company completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 390,000 shares of the Company’s common stock resulting in gross proceeds of $195,000 to the Company. During the nine months ended July 31, 2014, the Company received proceeds of $291,501 from issuing notes payable and $25,000 from the sale of common stock. The Company uses these proceeds for working capital and to develop its element detecting technologies. Even with the proceeds we raised, we anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs for more than three months and we are currently seeking additional financing. In the event we were unsuccessful in raising additional funding and our existing cash and cash equivalents were not sufficient to fund our business needs, we would scale back all new product development besides our Ground Penetrating Radar project. This would delay the release of our future products. Our officers have also indicated their willingness to defer amounts owed to them. This would allow us to maintain our existing operations.

WeThese ~~review~~conditions ~~new~~raise ~~accounting~~substantial ~~standards~~doubt asabout ~~issued. Although some of these accounting standards issued or effective after the end of~~ our ~~previous~~ability ~~fiscal year may be applicable~~ to ~~us,~~continue weas ~~have~~a ~~not~~going ~~identified~~concern. ~~any~~Our ~~standards~~auditor ~~that~~has weissued ~~believe~~a ~~merit~~"going ~~further~~concern" ~~discussion.~~modification Weas ~~believe~~part ~~that none~~ of ~~the~~their ~~new~~opinion ~~standards~~in ~~will~~the ~~have~~Audit aReport ~~significant~~for ~~impact~~the onyear ~~our~~ended ~~consolidated~~October ~~financial~~31, ~~statements~~2013.

13Capital Expenditures

~~Item~~We 4.have ~~Controls~~not ~~and~~incurred ~~Procedures~~any material capital expenditures.

~~Disclosure Controls and Procedures~~14

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13aOff-~~15(e)~~Balance ~~and~~Sheet 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of January 31, 2014, that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.Arrangements

~~Internal~~We ~~Control~~have ~~over~~not ~~Financial~~entered ~~Reporting~~into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~There~~Recently ~~were~~Issued noAccounting changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Pronouncements

14We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our consolidated financial statements.

~~PART~~Item II4. —Controls ~~OTHER~~and ~~INFORMATION~~Procedures.

~~Item~~Disclosure 2.Controls ~~Unregistered Sales of Equity Securities~~ and ~~Use of Proceeds.~~Procedures

OnUnder ~~December~~the ~~30,~~supervision ~~2013~~ and ~~January~~with ~~28,~~the ~~2014~~participation ~~the~~of ~~Company~~our ~~received~~management, ~~proceeds~~including ofour ~~$63,000~~Chief Executive Officer and ~~$42,500,~~Chief ~~respectively~~Financial inOfficer, ~~connection~~we ~~with~~conducted ~~issuing~~an ~~two~~evaluation ~~identical~~of ~~CPN's~~the toeffectiveness ~~Holder.~~of ~~The~~the ~~CPN's~~design ~~accrue~~and ~~interest~~operation of ~~eight~~our ~~percent~~disclosure ~~per~~controls ~~annum~~ and ~~mature~~procedures, ~~nine~~as ~~months~~defined ~~from~~in ~~the~~Rules ~~date~~13a-15(e) ofand ~~issuance.~~15d-15(e) ~~The~~under ~~Holder~~the ~~may~~Securities ~~convert~~Exchange ~~the~~Act ~~CPN's~~of ~~beginning~~1934 ~~one~~(the ~~hundred~~“Exchange ~~eighty~~Act”), ~~days~~as ~~following~~of the ~~date~~end of the ~~each~~period ~~CPN~~covered by this quarterly report. ~~The~~Based ~~conversion~~on ~~price~~this ofevaluation, ~~the~~our ~~Note~~Chief isExecutive ~~61%~~Officer ~~multiplied~~and byChief ~~the~~Financial ~~average~~Officer concluded that as of ~~the~~July ~~lowest~~31, ~~three~~2014, ~~trading~~that ~~prices~~our ~~for~~disclosure ~~the~~controls ~~common~~and ~~stock~~procedures ~~during~~were effective such that the ~~ten~~information ~~trading~~required ~~day~~to ~~period~~be ~~ending~~disclosed onin ~~the~~our ~~latest~~United ~~trading~~States ~~day~~Securities ~~prior~~and toExchange Commission (the ~~conversion~~“SEC”) ~~date.~~reports ~~The~~is ~~intrinsic~~recorded, ~~value~~processed, ofsummarized ~~the~~and ~~beneficial~~reported ~~conversion~~within ~~feature~~the ~~contained~~time inperiods ~~each~~specified ~~CPN~~in ~~amounted~~SEC torules ~~$90~~and forms,~~929.~~ ~~The~~and ~~Company~~is ~~recorded~~accumulated aand ~~discount~~communicated to ~~the~~our ~~face~~management, ~~amount~~including ofour ~~the~~Chief ~~CPNs'~~Executive ~~which~~Officer isand ~~being~~Chief ~~accreted~~Financial ~~over~~Officer, ~~the~~as ~~ten~~appropriate ~~month~~to ~~term~~allow oftimely ~~each~~decisions ~~CPN~~regarding ~~using~~required ~~the effective interest method~~disclosure.

~~During~~Internal ~~the~~Control ~~three~~over ~~months~~Financial ended January 31, 2014, the Company issued 160,000 of shares for which funds were received prior to October 31, 2013 pursuant a private placement offering to certain institutional and accredited investors.Reporting

InThere ~~connection~~were ~~with~~no ~~the~~changes ~~above~~in ~~stock~~our ~~sales,~~internal wecontrol ~~did~~over ~~not~~financial ~~pay~~reporting ~~any~~(as ~~underwriting~~defined ~~discounts~~in orRules ~~commissions.~~13a-15(f) ~~None~~and of15d-15(f) ~~the sales of securities described or referred to above was registered~~ under the ~~Securities~~Exchange Act) ofthat ~~1933,~~occurred asduring ~~amended (~~the ~~“Securities~~period ~~Act”).~~covered Weby ~~had~~this orreport ~~one~~that ofhas ~~our~~materially ~~affiliates had a prior business relationship with each of the purchasers~~affected, ~~and no general solicitation~~ or ~~advertising~~is ~~was~~reasonably ~~used~~likely into ~~connection~~materially ~~with the sales. In making the sales without registration under the Securities Act~~affect, weour ~~relied~~internal ~~upon~~control ~~the~~over ~~exemption~~financial ~~from registration contained in Section 4(2) of the Securities Act~~reporting.

~~Item~~PART 6.II ~~Exhibits.~~- OTHER INFORMATION

Exhibit No.		Description of Exhibit
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~____________________ *Filed~~On ~~herewith~~July 7, 2014, Asher Enterprises, Inc., the Holder of our convertible promissory notes converted $10,000 of principal into 221,239 shares of common stock.

**In ~~Furnished~~connection ~~herewith.~~with ~~XBRL~~the ~~(eXtensible~~above ~~Business~~stock ~~Reporting~~sales, ~~Language)~~we ~~information~~did isnot ~~furnished~~pay ~~and~~any ~~not~~underwriting ~~filed~~discounts or acommissions. ~~part~~None of athe ~~registration~~sales ~~statement~~of orsecurities ~~prospectus~~described ~~for~~or ~~purposes~~referred ofto ~~Sections~~above 11was orregistered 12under of the Securities Act of 1933, as amended, is(the ~~deemed~~“Securities ~~not~~Act”). ~~filed~~We ~~for~~had ~~purposes~~or one of ~~Section~~our 18affiliates ofhad ~~the~~a ~~Securities~~prior ~~Exchange~~business ~~Act~~relationship ofwith ~~1934,~~each asof ~~amended~~the purchasers, and ~~otherwise~~no isgeneral ~~not~~solicitation ~~subject~~or toadvertising ~~liability~~was used in connection with the sales. In making the sales without registration under ~~these~~the ~~sections~~Securities Act, we relied upon the exemption from registration contained in Section 4(2) of the Securities Act.

16Item 6. Exhibits

SIGNATURES

Exhibit No.		Description of Exhibit

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~___________

	Gold Hill Resources, Inc. (Registrant)
Date: March 21, 2014	By:	/s/ Wayne Good
		Wayne Good
		Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

* Filed herewith

17** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gold Hill Resources, Inc. (Registrant)

Date: September 10, 2014	By:	/s/ Wayne Good
		Wayne Good
		Chief Executive Officer Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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