GULD / Gold Hill Resources, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

GULD / Gold Hill Resources, Inc. KED

UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No.

GULD / Gold Hill Resources, Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨Form 20-F ¨Form 11-K ¨Form 10-Q ¨Form 10-D ¨Form N-SAR ¨ Form N-CSR For Period Ended: October 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form

GULD / Gold Hill Resources, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended July 31, 2014 ¨ 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. (Ex

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended April 30, 2014 ¨ 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 n

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K/A 1 guld8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2014 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction o

LETTER

March 25, 2014 Via E-mail Mr. Wayne Good Chief Executive Officer Gold Hill Resources, Inc. 3751 Seneca Avenue Pahrump, Nevada 89048 RE: Gold Hill Resources, Inc. Item 4.01 Form 8-K Filed March 14, 2014 File No. 0-53627 Dear Mr. Good: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from

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Date: March 25, 2014 Mr. Ernest Greene Securities and Exchange Commission Division of Corporate Finance Tel: 202-551-3733 Fax: 202-772-9210 Re: Gold Hill Resources, Inc. Comments on Form 8-K, Item 4.01 Filed March 14, 2014 File No. 000-53627 Please find enclosed our responses to your comments dated March 19, 2014 concerning our Form 8-K. Please feel free to contact Wayne Good at 541-951-5446 (phon

March 25, 2014

EXHIBIT 16.1 March 25, 2014 U.S. Securities and Exchange Commission Office of the Chief Accountant 100F Street Northeast Washington, DC 20549-2000 RE: Gold Hill Resources, Inc. File No. 000-53627 Dear Sir or Madam: We have read Item 4.01 of Form 8-K/A dated March 25, 2014 of Gold Hill Resources, Inc. (“the Registrant”) and are in agreement with the statements contained therein as it pertains to ou

Quarterly Report - FORM 10-Q

guld10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended January 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,

LETTER

March 19, 2014 Via E-mail Mr. Wayne Good Chief Executive Officer Gold Hill Resources, Inc. 3751 Seneca Avenue Pahrump, Nevada 89048 RE: Gold Hill Resources, Inc. Item 4.01 Form 8-K Filed March 14, 2014 File No. 0-53627 Dear Mr. Good: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - GOLD HILL RESOURCES, INC. FORM 8-K MARCH 14, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2014 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File

- FORM 12B-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-53627 (Check One): . [ ] Form 10-K . [ ] Form 20-F . [ ] Form 11-K .[X] Form 10-Q .[ ] Form 10-D .[ ] Form N-SAR [ ] Form N-CSR For Period Ended: January 31, 2014 . Transition Report on Form 10-K and Form 10-KSB . Transition Report on Form 20-F . Transition Report on Fo

March 13, 2014

Exhibit 16.1 March 13, 2014 U.S. Securities and Exchange Commission Office of the Chief Accountant 100F Street Northeast Washington, DC 20549-2000 RE: Gold Hill Resources, Inc. File No. 000-53627 Dear Sir or Madam: We have read Item 4.01 of Form 8-K dated March 13, 2014 of Gold Hill Resources, Inc. (“the Registrant”) and are in agreement with the statements contained therein as it pertains to our

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - GOLD HILL RESOURCES, INC. FORM 8-K FEBRUARY 14, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2014 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission F

- SCHEDULE 14F-1 FEBRUARY 3, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Gold Hill Resources, Inc. (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.) 3

Annual Report - GOLD HILL RESOURCES, INC. FORM 10-K OCTOBER 31, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2013 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Accurate Locators, Inc - Oregon Imaging Locators, Inc. - Nevada

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K DECEMBER 20, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File

LETTER

September 26, 2013 Via E-mail Eric Stoppenhagen Chief Financial Officer Gold Hill Resources, Inc.

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 8th day of April, 2013, shall be effective as of April 10, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Mark Flanagan, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire of

ACCURATE LOCATORS, INC. TABLE OF CONTENTS

Exhibit 99.2 ACCURATE LOCATORS, INC. TABLE OF CONTENTS PAGE Condensed Combined Financial Statements: Condensed Combined Balance Sheets as of January 31, 2013 (unaudited) and October 31, 2012 F-2 Condensed Combined Statements of Operations for the Three Months ended January 31, 2013 and 2012 (unaudited) F-3 Condensed Combined Statements of Cash Flows for the Three Months ended January 31, 2013 and

The accompanying notes are an integral part of these combined financial statements.

EX-99.1 7 exhibit991.htm EXHIBIT 99.1 COMBINED FINANCIAL STATEMENTS OF ACCURATE LOCATORS, INC., AN OREGON Exhibit 99.1 Table of Contents Page Report of Independent Registered Public Accounting Firm F-2 Combined Balance Sheets as of October 31, 2012 and 2011 F-3 Combined Statements of Operations for the Years Ended October 31, 2012 and 2011 F-4 Combined Statement of Changes in Stockholders' Equity

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Gold Hill Resources, Inc. September 23, 2013 VIA EDGAR Ms. Pamela Long Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Tel (202) 551-3729 Re: Gold Hill Resources, Inc. Amendment No. 2 to Form 8-K Filed September 17, 2013 File No. 000-53627 Dear Ms. Long: This letter is in response to the Securities and Exchange Commission’s comment letter

Assignment AND LICENSE AGREEMENT

Assignment AND LICENSE AGREEMENT This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 31 day of May 2013, by and between (i) GOLD HILL RESOURCES, Inc.

Exhibit 21.1

EX-21.1 6 exhibit211.htm EXHIBIT 21.1 LIST OF SUBSIDIARIES Exhibit 21.1 Subsidiaries Name Jurisdiction Accurate Locators, Inc. Oregon Imaging Locators Nevada

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 15th day of April, 2013, shall be effective as of April 16, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Chaslov Radovich, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 13th day of June, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Wayne Good, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire of the Company and the Executive to enter into

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 guldform8kano3130613.htm GOLD HILL RESOURCES, INC. FORM 8-K/A AMEND NO. 3 JUNE 13, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as

LETTER

September 20, 2013 Via E-mail Eric Stoppenhagen Chief Financial Officer Gold Hill Resources, Inc.

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 8th day of April, 2013, shall be effective as of April 10, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Mark Flanagan, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire of

Exhibit 21.1

Exhibit 21.1 Subsidiaries Name Jurisdiction Accurate Locators, Inc. Oregon Imaging Locators Nevada

Assignment AND LICENSE AGREEMENT

Assignment AND LICENSE AGREEMENT This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 31 day of May 2013, by and between (i) GOLD HILL RESOURCES, Inc.

ACCURATE LOCATORS, INC. TABLE OF CONTENTS

Exhibit 99.2 ACCURATE LOCATORS, INC. TABLE OF CONTENTS PAGE Condensed Combined Financial Statements: Condensed Combined Balance Sheets as of January 31, 2013 (unaudited) and October 31, 2012 F-2 Condensed Combined Statements of Operations for the Three Months ended January 31, 2013 and 2012 (unaudited) F-3 Condensed Combined Statements of Cash Flows for the Three Months ended January 31, 2013 and

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Gold Hill Resources, Inc. September 17, 2013 VIA EDGAR Ms. Pamela Long Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Tel (202) 551-3729 Re: Gold Hill Resources, Inc. Form 8-K Filed June 13, 2013 File No. 000-53627 Dear Ms. Long: This letter is in response to the Securities and Exchange Commission’s comment letter dated August 16, 2013, a

EMPLOYMENT AGREEMENT

Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 15th day of April, 2013, shall be effective as of April 16, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Chaslov Radovich, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire

The accompanying notes are an integral part of these combined financial statements.

EX-99.1 7 exhibit991.htm EXHIBIT 99.1 COMBINED FINANCIAL STATEMENTS OF ACCURATE LOCATORS, INC., AN OREGON Exhibit 99.1 Table of Contents Page Report of Independent Registered Public Accounting Firm F-2 Combined Balance Sheets as of October 31, 2012 and 2011 F-3 Combined Statements of Operations for the Years Ended October 31, 2012 and 2011 F-4 Combined Statement of Changes in Stockholders' Equity

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - GOLD HILL RESOURCES, INC. FORM 8-K/A AMEND NO. 2 JUNE 13, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation)

EMPLOYMENT AGREEMENT

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 EMPLOYMENT AGREEMENT OF WAYNE GOOD Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 13th day of June, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Wayne Good, the undersigned executive (the "Executive"). RECITAL It

LETTER

August 16, 2013 Via E-mail Eric Stoppenhagen Chief Financial Officer Gold Hill Resources, Inc.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 guldform8ka130613.htm GOLD HILL RESOURCES, INC. FORM 8-K/A JUNE 13, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Ch

Exhibit 21.1

Exhibit 21.1 Subsidiaries Name Jurisdiction Accurate Locators, Inc. Oregon Imaging Locators Nevada

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Gold Hill Resources, Inc. August 5, 2013 VIA EDGAR Ms. Pamela Long Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Tel (202) 551-3729 Re: Gold Hill Resources, Inc. Form 8-K Filed June 13, 2013 File No. 000-53627 Dear Ms. Long: This letter is in response to the Securities and Exchange Commission’s comment letter dated July 10, 2013, and add

ACCURATE LOCATORS, INC. TABLE OF CONTENTS

Exhibit 99.2 ACCURATE LOCATORS, INC. TABLE OF CONTENTS PAGE Condensed Combined Financial Statements: Condensed Combined Balance Sheets as of January 31, 2013 (unaudited) and October 31, 2012 F-2 Condensed Combined Statements of Operations for the Three Months ended January 31, 2013 and 2012 (unaudited) F-3 Condensed Combined Statements of Cash Flows for the Three Months ended January 31, 2013 and

The accompanying notes are an integral part of these combined financial statements.

EX-99.1 5 exhibit991.htm EXHIBIT 99.1 COMBINED FINANCIAL STATEMENTS OF ACCURATE LOCATORS, INC., AN OREGON CORPORATION, FOR THE YEARS ENDED OCTOBER 31, 2012 AND 2011. Exhibit 99.1 Table of Contents Page Report of Independent Registered Public Accounting Firm F-2 Combined Balance Sheets as of October 31, 2012 and 2011 F-3 Combined Statements of Operations for the Years Ended October 31, 2012 and 201

EMPLOYMENT AGREEMENT

EX-10 2 exhibit102.htm EXHIBIT 10.2 EMPLOYMENT AGREEMENT OF WAYNE GOOD Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 13th day of June, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Wayne Good, the undersigned executive (the "Executive"). RECITAL It i

EMPLOYMENT AGREEMENT

EX-10 3 exhibit103.htm EXHIBIT 10.3 EMPLOYMENT AGREEMENT OF MARK FLANAGAN. Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 8th day of April, 2013, shall be effective as of April 10, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Mark Flanagan, the under

LETTER

July 10, 2013 Via E-mail Eric Stoppenhagen Chief Financial Officer Gold Hill Resources, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - GOLD HILL RESOURCES, INC. FORM 8-K JULY 8, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File N

Exhibit 21.1

EX-21.1 4 exhibit211.htm EXHIBIT 21.1 LIST OF SUBSIDIARIES Exhibit 21.1 Subsidiaries Name Jurisdiction Accurate Locators, Inc. Oregon Imaging Locators Nevada

The accompanying notes are an integral part of these combined financial statements.

EX-99.1 5 exhibit991.htm EXHIBIT 99.1 COMBINED FINANCIAL STATEMENTS OF ACCURATE LOCATORS, INC., AN OREGON CORPORATION, FOR THE YEARS ENDED OCTOBER 31, 2012 AND 2011. Exhibit 99.1 Table of Contents Page Report of Independent Registered Public Accounting Firm F-2 Combined Balance Sheets as of October 31, 2012 and 2011 F-3 Combined Statements of Operations for the Years Ended October 31, 2012 and 201

Financial Statements and Exhibits - GOLD HILL RESOURCES, INC. JUNE 12, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File

ACCURATE LOCATORS, INC. TABLE OF CONTENTS

Exhibit 99.2 ACCURATE LOCATORS, INC. TABLE OF CONTENTS PAGE Condensed Combined Financial Statements: Condensed Combined Balance Sheets as of January 31, 2013 (unaudited) and October 31, 2012 F-2 Condensed Combined Statements of Operations for the Three Months ended January 31, 2013 and 2012 (unaudited) F-3 Condensed Combined Statements of Cash Flows for the Three Months ended January 31, 2013 and

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File

LETTER

June 13, 2013 Via U.S. Mail Eric Stoppenhagen Chief Executive Officer Gold Hill Resources, Inc. 3751 Seneca Ave., Pahrump, NV Re: Gold Hill Resources, Inc. Form 8-K Filed June 6, 2013 File No. 000-53627 Dear Mr. Stoppenhagen: We have completed our review of your filings. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 8th day of April, 2013, shall be effective as of April 10, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Mark Flanagan, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire of

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 13th day of June, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Wayne Good, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire of the Company and the Executive to enter into

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Gold Hill Resources, Inc. June 12, 2013 VIA EDGAR AND FACSIMILE Ms. Mara Ransom Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Tel (202) 551-3320 Re: Gold Hill Resources, Inc. Form 8-K Filed June 6, 2013 File No. 000-53627 Dear Ms. Ransom: This letter is in response to the Securities and Exchange Commission’s comment letter dated June 11,

LETTER

June 11, 2013 Via U.S. Mail Eric Stoppenhagen Chief Executive Officer Gold Hill Resources, Inc. 3751 Seneca Ave., Pahrump, NV Re: Gold Hill Resources, Inc. Form 8-K Filed June 6, 2013 File No. 000-53627 Dear Mr. Stoppenhagen: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT To: Gold Hill Resources, Inc. Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Gold Hill Resources, Inc. (the “Corporation”) the number of shares (‘Shares”) at a Purchase Price of $. per Share , as set forth on the Signature Page at the end of this subscription agreement (the “

- EXHIBIT 10.1 ASSIGNMENT AND LICENSE AGREEMENT DATED MAY 31, 2013

Assignment AND LICENSE AGREEMENT This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 31 day of May 2013, by and between (i) GOLD HILL RESOURCES, Inc.

AGREEMENT AND PLAN OF MERGER BY AND AMONG GOLD HILL RESOURCES, INC., AL MERGER CORPORATION AND ACCURATE LOCATORS, INC. Dated as of May 31, 2013 AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER BY AND AMONG GOLD HILL RESOURCES, INC., AL MERGER CORPORATION AND ACCURATE LOCATORS, INC. Dated as of May 31, 2013 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (“Agreement”) made this 31 day of May, 2013, is entered into by and among GOLD HILL RESOURCES, INC., a Nevada corporation (“GHR”), AL Merger Corporation, an Oregon corporation and wholly-owned

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - GOLD HILL RESOURCES, INC. FORM 8-K MAY 31, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File N

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - GOLD HILL RESOURCES, INC. FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File

Strictly Private and Confidential

Exhibit 10.1 Strictly Private and Confidential To: Wayne Good Accurate Locators Attn: Wayne Good, Chief Executive Officer Re: Letter of Intent Dear Wayne: The purpose of this binding Letter of Intent (“LOI”) is to set forth the terms and conditions pursuant to which (i) Gold Hill Resources, Inc., a Nevada corporation (“Gold Hill Resources”), will acquire from Wayne Good and other existing stockhol

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K APRIL 17, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2013 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission File

EMPLOYMENT AGREEMENT

Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of the 15th day of April, 2013, shall be effective as of April 16, 2013 ("Effective Date") is between and among Gold Hill Resources, Inc., a Nevada corporation (“GOLD HILL RESOURCES” or ”the "Company"), and Chaslov Radovich, the undersigned executive (the "Executive"). RECITAL It is now the mutual desire

Certificate of Amendment to Articles of Incorporation For Nevada

Exhibit 3.1 Filing Date and Time 11/7/2012 1:07 PM Filed in the office of /s/ Ross Miller Ross Miller Secretary of State Certificate of Amendment to Articles of Incorporation For Nevada Name of corporation: Green Star Alternative Energy, Inc. The articles have been amended as follows: FIRST: The name of the Corporation (hereinafter called the “Corporation”) shall be Gold Hill Resources, Inc. FOURT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K NOVEMBER 7, 2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2012 Gold Hill Resources, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (Commission Fi

- SCHEDULE 14C INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: £ Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) S Definitive Information Statement GREEN STAR ALTERNATIVE ENERGY, INC.

- SCHEDULE 14C INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: S Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) £ Definitive Information Statement GREEN STAR ALTERNATIVE ENERGY, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K SEPTEMBER 18, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2012 Green Star Alternative Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-53627 88-0492010 (State or Other Jurisdiction of Incorporation) (C

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the “Security Agreement”) is entered into as of September 18, 2012, by and between Verdad Telecom, Inc. (“Lender”) and GREEN STAR ALTERNATIVE ENERGY, INC., a Nevada corporation (“Debtor”). RECITALS A. Debtor has issued to Lender a Secured Promissory Note (such Note, as the same may be modified, amended, supplemented or restated from time to

SECURED PROMISSORY NOTE

Exhibit 10.1 THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY TH