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<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">UNITED STATES</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">SECURITIES AND EXCHANGE COMMISSION</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">WASHINGTON, D.C. 20549</P>

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<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">FORM 8-K</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">CURRENT REPORT</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">PURSUANT TO SECTION 13 OR 15(D) OF</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">THE SECURITIES EXCHANGE ACT OF 1934</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Date of Report (Date of earliest event
reported): June 13, 2013</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B><U>Gold Hill Resources, Inc.</U></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact Name of Registrant as Specified
in Charter)</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR>
    <TD STYLE="width: 34%; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><U>Nevada</U></FONT></TD>
    <TD STYLE="width: 33%; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><U>000-53627</U></FONT></TD>
    <TD STYLE="width: 33%; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><U>88-0492010</U></FONT></TD></TR>
<TR>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(State or Other Jurisdiction of Incorporation)</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(Commission File No.)</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(I.R.S. Employer Identification No.)</FONT></TD></TR>
<TR>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><U>3960 Howard Hughes Pkwy #500,</U></FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><U>89169</U></FONT></TD></TR>
<TR>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(Address of Principal Executive Offices)</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(Zip Code)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Registrant&rsquo;s telephone number,
including area code: <B><U>(702)-990-3909</U></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><U>Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995</U></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Information included
in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;). This information may involve known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of Gold Hill Resources,
Inc. (&ldquo;Gold Hill&rdquo;), and Accurate Locators, Inc. an Oregon corporation (&ldquo;Accurate Locators&rdquo;), (collectively,
Gold Hill and Accurate Locators are referred to herein as the &ldquo;Companies&rdquo;) to be materially different from future results,
performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions
and describe future plans, strategies and expectations of the Companies, are generally identifiable by use of the words &ldquo;may,&rdquo;
&ldquo;will,&rdquo; &ldquo;should,&rdquo; &ldquo;expect,&rdquo; &ldquo;anticipate,&rdquo; &ldquo;estimate,&rdquo; &ldquo;believe,&rdquo;
&ldquo;intend&rdquo; or &ldquo;project&rdquo; or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or
other expectations included in any forward-looking statements will come to pass. The actual results of the Companies could differ
materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required
by applicable laws, Gold Hill undertakes no obligation to update publicly any forward-looking statements for any reason, even if
new information becomes available or other events occur in the future.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 2.01 Completion of Acquisition or Disposition of
Assets.</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in; background-color: white">On
May 31, 2013, Gold Hill entered into an Agreement and Plan of Merger (&ldquo;Merger Agreement&rdquo;) with AL Merger Corporation,
an Oregon corporation and wholly-owned subsidiary of Gold Hill (&ldquo;MergerCo&rdquo;), Accurate Locators and Wayne Good (&ldquo;Good&rdquo;
and together with Accurate Locators, the &ldquo;Good Parties&rdquo;). <FONT STYLE="color: black">The closing (the &ldquo;Closing&rdquo;)
of the transactions contemplated by the Merger Agreement (the &ldquo;Merger&rdquo;) occurred on June 13, 2013.&nbsp;&nbsp;At the
Closing, (i) MergerCo was merged with and into Accurate Locators; (ii) Accurate Locators became our wholly-owned subsidiary; (iii)
all of Accurate Locators&rsquo; shares prior to the Merger were exchanged (or assumed, in the case of options) for comparable securities
of our company; and (iv) 95% of our fully-diluted shares were owned by Accurate Locators&rsquo; former shareholders and option
holders.&nbsp;&nbsp;At the Closing, we issued to Accurate Locators&rsquo; former shareholders, in exchange for the equity of Accurate
Locators prior to the Merger, 29,732,000 shares of our common stock.&nbsp;&nbsp;As a result of the Merger we are solely engaged
in Accurate Locators&rsquo; business, Accurate Locators&rsquo; officers became our officers and our director remained as the only
director.&nbsp;&nbsp;</FONT></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in; background-color: white">On
May 31, 2013, Gold Hill also entered into an Assignment and License Agreement with Good pursuant to which Good will, as of the
effective time of the Merger, contribute certain intellectual property and related rights which are currently owned by him to Gold
Hill, license to Gold Hill, and assign to Gold Hill all shares of the capital stock of Imaging Locators and Micro Gold Claims by
Murphy Creek, Oregon and GHR Claims by Pahrump, Nevada (&ldquo;Claims&rdquo;). This transaction was completed at the Closing.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">We
are presently authorized under our certificate of incorporation, as amended to date, to issue 200,000,000 shares of common stock.&nbsp;&nbsp;As
of the Closing, we had 31,315,970 shares of common stock issued and outstanding, of which 29,732,000 shares were owned by Accurate
Locators&rsquo; former shareholders, representing approximately 95% of the outstanding shares of our common stock immediately following
the Merger, and 1,600,000 shares were owned by our existing stockholders, representing approximately 5% of the outstanding shares
of our common stock.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Except
for the Merger Agreement and the transactions contemplated by that agreement, neither Accurate Locators, nor its directors, officers
and shareholders had any material relationship with our company.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Effective
as of the Closing, we appointed Wayne Good as Chief Executive Officer and Ken Bailey as Chief Technology Officer. The following
persons serve as our executive officers and directors:</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 23%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Name</B></FONT></TD>
    <TD STYLE="width: 2%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 9%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Age</B></FONT></TD>
    <TD STYLE="width: 2%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 64%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Position</B></FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Wayne Good</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">67</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Executive Officer</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chaslav Radovich</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">53</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">President</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Ken Bailey</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">64</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Technology Officer</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Mark Flanagan</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">53</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Vice President and Secretary</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Eric Stoppenhagen</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">39</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Director and Chief Financial Officer</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="background-color: white">In
our Current Report on Form 8-K dated May 31, 2013, we reported the execution of the Merger Agreement and Assignment and License
Agreement and included a copy of the Merger Agreement therein as Exhibit 2.1 and 10.1, respectively.&nbsp;&nbsp;</FONT></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>General</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Prior to May 31, 2013,
we were a public &ldquo;shell&rdquo; company with nominal assets.&nbsp;&nbsp;On June 4, 2013, the Company completed a private placement
offering to certain institutional and accredited investors (&ldquo;Investors&rdquo;) pursuant to which the Company sold an aggregate
of 950,200 shares of the Company&rsquo;s common stock resulting in gross proceeds of $283,173 to the Company. The Company intends
to use proceeds of the offering for working capital and to develop its element detecting technologies. The Company has no material
relationship with any of the accredited investors participating in the private placement offering other than in respect of the
Subscription Agreements.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">As a result of the
Merger, we are solely engaged in Accurate Locators&rsquo; business.&nbsp;&nbsp;With respect to this discussion, the terms &ldquo;we,&rdquo;
&ldquo;us,&rdquo; &ldquo;our&rdquo; and &ldquo;our company&rdquo; refer to Gold Hill Resources, Inc., a Nevada corporation and
its wholly-owned subsidiary Accurate Locators, Inc., an Oregon Nevada corporation.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">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 in addition to the core business of Accurate Locators manufacturing and distribution business
of metal detection products and systems.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">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 (GSA) and U.S. Army, Navy and Marines.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We are engaged in
several research and development projects; we are evolving our 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.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>Description of the Business</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Our Company manufactures
various unique detection instruments that are used by mining operations, treasure hunters, and various sectors of the US government.
These instruments include a recently released patent pending polyurethane blanket coil that is used with our Pulse Induction (&ldquo;PI&rdquo;)
for subsurface metal detection. Our blanket antenna technology is unique because it enables the operator to detect precious metals
and other target objects while traveling up to five miles per hour on land or water, covering greater territory in shorter time.</P>


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<P STYLE="font: 11pt/115% Calibri, Helvetica, Sans-Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We plan to integrate
the blanket coil device as a value-add accessory with other manufactures of metal detector products available in the market today.
We have received numerous customer requests regarding adapting our blanket coil to their current metal detection system. Our plan
is to work directly with other manufacturers to adapt our blanket coil to their metal detectors. The blanket coil is currently
available in several different sizes, ranging from our smallest 18-inch blanket to our largest 6-foot wide blanket.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We also manufacture
a series of other metal detection devices that we market and sell globally both on a retail and wholesale distribution basis. These
devices or systems include PI, which transmits a pulse that causes an eddy current signaling a change. It provides back both an
audio and visual response which indicates there is a high degree of probability that there is metal, or some other object in the
subject ground.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We are currently
developing a metal detector which is a ground resistance machine that measures resistance through an ohms meter called Accumeter.
The Accumeter sends a carrier wave through an array of ground steel copper-coated rods. It reads between two ground rods at a time,
showing the ohms of resistance. When you have a conductive environment, the ohm reader shows less resistance, which provides a
good indication that metals are present in the ground being surveyed. If the resistance reads high on the ohm meter that indicates
the high probability of the presence of a tunnel/cave or void in the ground area.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We also offer our
own line of Advanced 3-D Imaging systems. These instruments enable a user to survey underground deposits and voids. They come equipped
with customized designed software and include our own manufactured sensors. The principal upon which these devices work are similar
to a magnetometer. A user is able to save a scan of the area of interest in the laptop device, which they can transfer or print
from a computer for further evaluation or presentation purposes. There are many built-in features in the software that allows the
user to bring out target areas of interest for more complete evaluation of the anomaly being surveyed underground.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Our Company&rsquo;s
research and development team is currently developing several geophysical detection technologies. Our products will potentially
include the following: element specific Ground Penetrating Radar (&ldquo;GPR&rdquo;), and Induced Polarization, which can be integrated
into our Advanced 3-D Imaging software. Our technology takes advantage of &quot;real time&quot; imaging analysis. In addition,
we are in development stage of our own GPR instrument that can detect an object of interest on the first pass by a unique algorithm
and patented hardware that uses diverse frequencies with extremely hi-resolution visual imaging technology.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Company plans
to use its products and technology in order to facilitate early exploration of potential gold mining properties. Our mining experts
which include Wayne Good, CEO and his combined team have over 100 years of experience in gold and other precious metals exploration
and mining. Mr. Good has several mining claims (see Mining Properties) that are being acquired by Gold Hill Resources as part of
the consideration of the Merger. Our plan is to further evaluate these properties to determine the feasibility of further drilling
exploration and to determine the potential reserves in ground and the costs and feasibility to commence a small mining project
on these properties.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>Our Technology</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Our Company is developing
technology that will enable the mining, treasure hunting, forensic, and underground utility sectors to locate a specific metal,
mineral or object buried underground by combining several evolving and enhanced technologies into one system. Our advanced imaging
systems were initially developed by top research labs and institutes of higher learning. Our research and development team is currently
developing and improving the above technology in order to bring new ground breaking products to markets.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Gold Hill Resources
is in the process of finalizing technology milestones, which will enable us to bring several dynamic products to market as follows:
Ground Penetrating Radar (GPR), Advanced Geophysical Receiver (AGR), Induced Polarization (IP), Advanced 3D Imaging, magnetometer
and Pulse Induction (PI) products. These synergistic technologies provide dual and triple verification for validation purposes
in underground metal detection.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Our detailed research
indicates the industry as a whole is due for a major upgrade in geophysical detection equipment. More specific is the growing demand
for systems that can detect element specific minerals and metals underground before digging. To increase sensitivity and precision
accuracy of our equipment, we have contracted the services of Robert Decesari a seasoned Sr. Radio Frequency Engineer and Senior
Naval Officer. Robert is a Professional Engineer, with over 30 years&rsquo; experience and an expert in direction finding receivers
used both on water and sub-surface detection. Recently retired from the Navy, he was the Commander of RF communications for Naval,
Central Command and all our ships and submarines globally.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Gold Hill Resources
is an eco-friendly technology Company that seeks to provide government certified equipment for underground pinpoint detection of
precious metals, underground utilities, various underground treasures as well as locating underground caves and caverns. Our Company
will assist mining companies and treasure hunters in locating potential rich ore deposits or valuable and ancient treasures underground.
A specific goal is to provide new cutting edge technology that will help mining companies reduce their huge capital expenditures
that are incurred during early stage mining exploration and subsequent mining operations. In addition, we look to reduce the environmental
impact, thus reducing the ecological footprint.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>Mining Properties</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Micro Gold Mine
is a claimed mine located in Jackson County, Oregon on a 20-acre parcel of land. The land has significant tailings with very high
gold ore content. This property is currently claimed by Wayne Good and is part consideration of the purchase and roll-up of Accurate
Locators as a wholly owned subsidiary of Gold Hill Resources.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Company also
owns a claim adjacent to the Johnny Mine in Pahrump, Nevada. The claim includes an underground shaft located in the same gold vein
as the Johnny Mine extension. The claim has been extensively surveyed by Wayne Good. He has demonstrated his ground radar metal
detection technology on the property to hundreds of prospective customers over the past twenty years.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We plan to leverage
our proprietary technology in helping to identify the right flagship property that offers the most potential to increase the value
of our overall Company.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Our goal is to find
and close on a flagship property in 2013 and begin the NI 43-101 evaluation process by late 2014. The NI 43-101 is the standard
by which mining properties are evaluated through feasibility studies, technical and drilling data that determines the in-ground
estimated resources of the mining project. The NI 43-101 is used to ensure that the correct data is disclosed on the property to
potential investors. In most cases, a drill program and ground assays will help prove up the mineral wealth of a potential ore
body allowing the determination of the proven and probable gold/silver reserves in the ground.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>Business Plan</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Gold Hill Resources,
is a geophysical technology company looking to fulfill a technology void that the mining and resource sectors and the construction
and underground utilities and all military applications in addition to all historical sites, hidden treasures (underground and
under water) and artifacts. We intend to patent and bring to market new and updated devices that we believe will provide a new
benchmark technology for detecting precious metals such as gold silver, platinum, palladium and copper, buried treasures at higher
resolutions and far greater accuracy than which are currently being offered in the industry today.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Our products and
systems are sold here in the US and globally as well. We work with a number of international distributors and receive significant
international eyeball traffic at our Accurate Locators website. We recently completed a major overhaul to our website and plan
to allocate significant time and resources to improving our website and increasing the SEO initiatives of the business. Because
our products and systems can be used in thousands of locals across the globe it is important that we garner top search engine page
rankings, so that customers can find the products and systems we offer for sale.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The demographics
of our customer base ranges from individual treasure hunters, mining operations to governmental agencies including local city,
State and Federal governmental agencies. We have a significant base of customers that enjoy the hobby of treasure hunting or hunting
for precious metals. There have been significant finds of buried treasures and gold and silver using our metal detection technologies
over the past twenty years. For the more advanced mining operations that are tasked with the requirement and need for better and
more accurate detection systems, we have demonstrated our ability to deliver. Our new systems currently under development will
pinpoint with a higher degree of accuracy in real-time where the potential metals are located on their mining properties. Our prime
objective is to develop new products and systems which will help reduce the cap expenditures and provide more cost efficient means
and methods to help evaluate potential mining projects and pinpoint the general area where the reserves will most likely be located
on the mining property. The ability to better pinpoint potential reserves and provide element specific detection is a keen area
of focus of the Company.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Gold Hill expects
to introduce four or five new ground detection devices that take advantage of subterranean exploration and examination without
costly digging underground. In November 2012, we filed a new patent on our polyurethane blanket antenna metal detection product
and we anticipate filing a series of new patents regarding underground and below water metal detection products, over the next
12 months.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">These new products
or instruments we plan to introduce to the market will all be FCC approved for environmental safeguards. We believe our products
will have a significant impact on reducing needless digging for metals, other precious minerals and underground objects on a search
and find basis. This will result on a large positive impact on complying with governmental and environmental rules to obtain operating
permits to begin mining operations.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We recently began
rolling out our Advanced Geophysical Receiver (&ldquo;AGR&rdquo;) product line. The 301 Prospector is the first product of its
kind being sold. This product is used for short-range detection of precious metals and minerals from a distance. We plan to modify
the technology in order to assemble the device on to a drone.</P>

<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We plan to greatly
increase our revenues from both the sales of our detection systems and related service contracts to companies that purchase our
products and systems. We believe that the potential market place for benchmark detection systems like those we will introduce to
the market, could well exceed $1 billion dollars in annual sales, addressing: mining, treasure hunting, underground utility locating,
forensic, and potential military needs and applications.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>Competition</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">In the United States,
there are numerous distributors of underground detection systems and products. There are approximately seventeen companies who
manufacture and sell geophysics equipment globally. The treasurer hunter market for metal detectors is dominated by inexpensive
and inferior equipment; which requires the user to pass over the same spot both vertically and then horizontally several times.
This makes real time detection of precious metals nearly impossible these companies offer treasure seeker equipment, which has
limited reliability and less than optimal performance. The majority of these companies offer equipment.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">However, with the
recent increase in precious metal prices coupled with the growing popularity of gold mining and exploration Cable/TV shows there
has been a huge spike of resurgence in gold seeking and treasure hunting. The new breed of treasure seekers are not price adverse
in purchasing more expensive equipment and are therefore more likely to evaluate the line of products available in the market.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">There are approximately
eight low to mid-range metal detector manufactures in the sector worldwide. The three largest manufacturers and distributors of
low end units are Garrett, Mine Lab and White. The value add resellers (VAR) distribute their brands, however very few of these
distributors are original equipment manufacturer of the products which they sell.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">A large number of
distributors in our industry are mom and pop operations which are drop shipping from the manufacturer and other wholesale suppliers.
These small operators lack the product knowledge and customer support due to lack of resources. On the other hand, there are few
large well respected distributors that have gained considerable market share due to advertising and pricing. The list of some of
the distributors are as follows: Kelley Co, Arizona Outback, D &amp; K Detector Sales and Falcon Metal Detectors.</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B><I>Government Regulation</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Currently, our operating business Accurate Locators does
not require any State or Federal regulatory oversight. We do anticipate having to deal with the Bureau of Land Management, SAMRA,
EPA and the County Water Districts and Mining Safety and Health Administration and Office of Surface Mining and Reclamation and
Enforcement and the Clean Water Act.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Principal Executive Offices</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Our principal executive offices following
the Closing are located at <FONT STYLE="color: #222222">3960 Howard Hughes Parkway Suite 500 <FONT STYLE="background-color: white">Las
Vegas, NV 89169. </FONT></FONT>We also lease offices at 3400 Irvine Ave Newport Beach, CA 92660 for $825 per month with approximately
700 square feet of office space. Additionally, Accurate Locators subleases approximately 5,500 square feet of office space and
storage facilities at 1383 2<SUP>nd</SUP> St Gold Hill, Oregon 97525 and 850 square feet of office space at 3751 Seneca Ave., Pahrump,
NV 89048 from our Wayne Good, CEO. We will pay approximately $2,500 and $800 per month.&nbsp; Our corporate telephone number is
(702) 990-3909.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Employees</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">As of June 13, 2013, we have 12 full-time
employees and no part-time employees.&nbsp;&nbsp;Since inception, we have never had a work stoppage, and our employee is not represented
by a labor union.&nbsp;&nbsp;We consider our relationship with our employee to be positive.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Legal Proceedings</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">We are not currently party to any legal
proceedings, the adverse outcome of which, in management&rsquo;s opinion, individually or in the aggregate, would have a material
adverse effect on our results of operations or financial position.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>MANAGEMENT&rsquo;S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>AND RESULTS OF OPERATIONS</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><I>This discussion
summarizes the significant factors affecting the operating results, financial condition and liquidity and cash flows of Accurate
Locators for the fiscal years ended October 31, 2012 and 2011 and three months ended January 31, 2013 and 2012.&nbsp;&nbsp;The
discussion and analysis that follows should be read together with the Financial Statements of Accurate Locators and the notes to
the Financial Statements included elsewhere in this Current Report on Form 8-K.&nbsp;&nbsp;Except for historical information, the
matters discussed in this Management&rsquo;s Discussion and Analysis of Financial Condition and Results of Accurate Locators are
forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are
beyond our control.</I></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Overview</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">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.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">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 (GSA) and U.S. Army, Navy and Marines.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We are engaged in
several research and development projects; we are evolving our 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.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On June 4, 2013,
the Company completed a private placement offering to accredited investors (&ldquo;Investors&rdquo;) pursuant to which the Company
sold an aggregate of 950,200 shares of the Company&rsquo;s common stock resulting in gross proceeds of $283,173 to the Company.
The Company intends to use proceeds of the offering for working capital and to develop its element detecting technologies and product
line.&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Merger was accounted
for as a reverse merger (recapitalization) with Accurate Locators deemed to be the accounting acquirer, and our company deemed
to be the legal acquirer.&nbsp;&nbsp;Accordingly, the following discussing represents a discussion of the operations of our wholly-owned
subsidiary, Accurate Locators, Inc. for the periods presented.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Results of Operations</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Year Ended October&nbsp;31, 2012
Compared with Year Ended October 31, 2011</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Revenue</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Our
revenues were $942,800 and $964,078 for the years ended October 31, 2012 and 2011, respectively, a decrease of $21,278.&nbsp;&nbsp;During
2012, we increased our prices and reduced our advertising expenditures.&nbsp;&nbsp;These changes ultimately proved to be detrimental
to our overall revenue.&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Cost
of Revenue and Gross Profits</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Our
gross profit was $612,972 and $557,555 for the years ended October 31, 2012 and 2011, respectively, an increase of $55,417.&nbsp;&nbsp;The
improvement in our gross profit margin was partially attributable to the price increase that was enacted during 2012.&nbsp;&nbsp;Additionally,
we benefitted from price reductions from certain vendors.</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Selling,
General and Administrative Expenses</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Selling,
general and administrative expenses was $619,337 and $686,437 for the years ended October 31, 2012 and 2011, respectively, a decreased
to $67,100.&nbsp;&nbsp;The decrease is primarily due to decreases in advertising expenses.&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Interest
Income, Net</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Interest
expense was $16,706 and $13,557 for the years ended October 31, 2012 and 2011, respectively. The increase was the result of higher
debt in 2012.&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Three Months Ended January 31, 2013
Compared with Three Months Ended January 31, 2012</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Revenue</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Our
revenues were $252,092 and $252,717 for the three months ended January 31, 2013 and 2012, respectively, a decrease of $625.&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Cost
of Revenue and Gross Profits</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Our
gross profit was $154,610 and $171,841 for the three months ended January 31, 2013 and 2012, respectively, a decrease of $17,231.&nbsp;&nbsp;The
reduction in our gross profit margin was partially attributable to the product mix of sold having lower margins.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Selling,
General and Administrative Expenses</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Selling,
general and administrative expenses was $151,001 and $157,489 for the three months ended January 31, 2013 and 2012, respectively,
a decreased to $6,488.&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white"><B><I>Interest
Income, Net</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Interest
expense was $5,382 and $4,894 for the three months ended January 31, 2013 and 2012, respectively. The increase was the result of
higher debt in 2012.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Liquidity and Capital Resources</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Net cash provided
by operating activities was $18,912 and $5,613 <FONT STYLE="color: black">for the years ended October 31, 2012 and 2011</FONT>,
respectively.&nbsp;&nbsp;The increase in the amount of cash provided was largely due to the decrease in net loss in 2012 partially
offset change in inventory and accounts payables balances in 2011.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Net cash provided
by / (used in) operating activities was $21,759 and $(11,960) for the three months <FONT STYLE="color: black">January 31, 2013
and 2012, respectively. </FONT></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Net cash provided
by / (used in) investing activities was $26,195 and $(6,803) <FONT STYLE="color: black">for the years ended October 31, 2012 and
2011</FONT>, respectively as the Company continued to use funds to purchase equipment for research and development.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Net cash used in
investing activities was $351 and zero in the three months ended <FONT STYLE="color: black">January 31, 2013 and 2012</FONT>, respectively.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Net cash provided
by financing activities was $42 and $9,921 <FONT STYLE="color: black">for the years ended October 31, 2012 and 2011</FONT>, respectively.&nbsp;&nbsp;Cash
provided by financing activities in both years include funds provided by debt offset by the repayment of debt.</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Net cash used in
financing activities was $11,709 and $38,551 in the three months ended <FONT STYLE="color: black">January 31, 2013 and 2012, </FONT>respectively.
Cash used in financing activities related to the paying down of debt.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Accurate Locators
has suffered recurring losses from operations in the past two years.&nbsp;&nbsp;We are in need of generating significant cash
resources to achieve our future strategic plan.&nbsp;&nbsp;On June 4, 2013, the Company completed a private placement offering
to certain institutional and accredited investors (&ldquo;Investors&rdquo;) pursuant to which the Company sold an aggregate of
950,200 shares of the Company&rsquo;s common stock resulting in gross proceeds of $283,173 to the Company. The Company intends
to use the proceeds of the offering for working capital and to develop its element detecting technologies.&nbsp;&nbsp;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 15 months and expect to have to raise significant additional capital.&nbsp;&nbsp;Our ability to continue our
operations may prove to be more expensive than we currently anticipate and we may incur significant additional costs and expenses
in connection therewith.&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Off-Balance Sheet Arrangements</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Accurate Locators
currently does not have any off-balance sheet arrangements or financing activities with special purpose entities.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Critical Accounting Policies and
Estimates</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">This Management&rsquo;s
Discussion and Analysis of Financial Condition and Results of Operations section discusses Accurate Locators&rsquo; combined financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States.&nbsp;&nbsp;To
prepare these combined financial statements, management must make estimates and assumptions that affect the reported amounts of
assets and liabilities.&nbsp;&nbsp;These estimates also affect its reported revenues and expenses.&nbsp;&nbsp;On an ongoing basis,
management evaluates its estimates and judgment, including those related to revenue recognition, accrued expenses, financing operations
and contingencies and litigation.&nbsp;&nbsp;Management bases its estimates and judgment on historical experience and on various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources.&nbsp;&nbsp;Actual results
may differ from these estimates under different assumptions or conditions.&nbsp;&nbsp;The following represents a summary of Accurate
Locators&rsquo; critical accounting policies, defined as those policies that it believes are the most important to the portrayal
of its financial condition and results of operations and that require management&rsquo;s most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in"><B><I>Use of
Estimates</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The preparation
of the combined financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these estimates.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Property and
Equipment </I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Property and Equipment
are stated at historical cost less accumulated depreciation and amortization. Cost represents the purchase price of the asset and
other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets'
estimated useful lives. The useful lives of the assets are as follows: machinery and equipment 7 years, office equipment 5 to 7
years, vehicles 5 years, and leasehold improvements use the shorter of the estimated useful life or the remaining term of the agreements,
generally ranging from 3 to 15 years. Additions and improvements are capitalized while routine repairs and maintenance are charged
to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed
from the accounts and the net amount less proceeds from disposal is charged or credited to other income or expense.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/115% Calibri, Helvetica, Sans-Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in"><B><I>Inventory</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Inventory is valued
at the lower of cost or market. Cost is determined on 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. There
were no reserves for obsolete inventory as of October 31, 2012 and 2011.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in"><B><I>Revenue
Recognition </I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Company recognizes
revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can
be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is
fixed and determinable; and (4) collectability is reasonably assured. This occurs when the detector devices are shipped to customers
or dealers and distributors.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Recent Accounting Pronouncements</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Note 2 to Accurate
Locators&rsquo; financial statements for the years ended October 31, 2011 and 2012 sets forth certain accounting pronouncements
that are applicable to its financial statements.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Description of Property</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; text-indent: 0.5in">Our principal
executive offices following the Closing are located at <FONT STYLE="color: #222222">3960 Howard Hughes Parkway Suite 500 <FONT STYLE="background-color: white">Las
Vegas, NV 89169. </FONT></FONT>We also lease offices at 3400 Irvine Ave Newport Beach, CA 92660 for $825 per month with approximately
700 square feet of office space. Additionally, Accurate Locators subleases approximately 5,500 square feet of office space and
storage facilities at 1383 2<SUP>nd</SUP> St Gold Hill, Oregon 97525 and 850 square feet of office space at 3751 Seneca Ave., Pahrump,
NV 89048 from our Wayne Good, CEO. We will pay approximately $2,500 and $800 per month.&nbsp; Our corporate telephone number is
(702) 990-3909.<BR CLEAR="ALL" STYLE="page-break-before: always">
</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

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<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>RISK FACTORS</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS REPORT BEFORE PURCHASING SHARES OF OUR COMMON STOCK.&nbsp;&nbsp;INVESTING
IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.&nbsp;&nbsp;IF ANY OF THE FOLLOWING EVENTS OR OUTCOMES ACTUALLY OCCURS, OUR
BUSINESS OPERATING RESULTS AND FINANCIAL CONDITION WOULD LIKELY SUFFER. AS A RESULT, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO PURCHASE OUR COMMON STOCK.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Risks Relating to Our Business</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We will continue
to need additional financing to carry out our business plan.</I></B>&nbsp;&nbsp;The net proceeds from the fundraising available
to fund our business will be reduced by the required payments and reimbursements to stockholders to whom we are indebted and other
transaction costs incurred by Accurate Locators.&nbsp;&nbsp;Although we estimate that the net funds from the fundraising will be
sufficient to fund our planned activities for up to a year, we will need thereafter or sooner to obtain significant additional
funding successfully to continue our business.&nbsp;&nbsp;Such additional funds may not be readily available or may not be available
on terms acceptable to us.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We have a
history of operating losses and there can be no assurance that we can achieve or maintain profitability.</I></B>&nbsp;&nbsp;We
have a history of operating losses and may not achieve or sustain profitability.&nbsp;&nbsp;We cannot guarantee that we will become
profitable.&nbsp;&nbsp;Even if we achieve profitability, given the competitive and evolving nature of the industry in which we
operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business,
including our ability to raise additional funds.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&#9;<B><I>We
may not be able to effectively manage our growth.</I></B>&nbsp;&nbsp;Our strategy envisions growing our business.&nbsp;&nbsp;We
plan to expand our technology, sales, administrative and marketing organizations.&nbsp;&nbsp;Any growth in or expansion of our
business is likely to continue to place a strain on our management and administrative resources, infrastructure and systems.&nbsp;&nbsp;As
with other growing businesses, we expect that we will need to further refine and expand our business development capabilities,
our systems and processes and our access to financing sources.&nbsp;&nbsp;We also will need to hire, train, supervise and manage
new employees.&nbsp;&nbsp;These processes are time consuming and expensive, will increase management responsibilities and will
divert management attention.&nbsp;&nbsp;We cannot assure you that we will be able to:</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; text-align: justify; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">-</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">expand our systems effectively or efficiently or in a timely manner;</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; text-align: justify; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; text-align: justify; line-height: 115%">-</TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">allocate our human resources optimally;</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; text-align: justify; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">-</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">meet our capital needs;</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; text-align: justify; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">-</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">identify and hire qualified employees or retain valued employees; or</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; text-align: justify; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">-</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our inability or failure to manage our
growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial
condition.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Mining operations
are hazardous, raise environmental concerns and raise insu</I></B><I>r<B>ance risks. </B></I>Mining operations are by their nature
subject to a variety of risks, such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals
and other hazards. Such occurrences may delay development or production, increase production costs or result in a liability. We
may not be able to insure fully or at all against such risks, due to political or other reasons, or we may decide not to take out
insurance against such risks as a result of high premiums or other reasons. We intend to conduct our business in a way that safeguards
public health and the environment and in compliance with applicable laws and regulations. Environmental hazards may exist on properties
in which we hold an interest which are unknown to us and may have been caused by prior owners. Changes to mining laws and regulations
could require additional capital expenditures and increase operating and/or reclamation costs. Although we are unable to predict
what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain mining
operations uneconomic.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><FONT STYLE="color: black"><B><I>Our
estimates of resources are subject to uncertainty. </I></B></FONT>Estimates of resources are subject to considerable uncertainty.
Such estimates are arrived at using standard acceptable geological techniques, and are based on the interpretations of geological
data obtained from drill holes and other sampling techniques. Engineers use feasibility studies to derive estimates of cash operating
costs based on anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore bodies,
expected recovery rates of metal from ore, comparable facility and operating costs and other factors. Actual cash operating costs
and economic returns on projects may differ significantly from the original estimates, primarily due to fluctuations in the current
prices of metal commodities extracted from the deposits, changes in fuel costs, labor rates, changes in permit requirements, and
unforeseen variations in the characteristics of the ore body. Due to the presence of these factors, there is no assurance that
any geological reports will accurately reflect actual quantities of gold, silver or other metals that can be economically processed
and mined by us.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><B><I>If we are unable to obtain all of our
required governmental permits, our operations could be negatively impacted. </I></B>Our future operations, including exploration
and development activities, required permits from various governmental authorities. Such operations are and will be governed by
laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health,
waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance
that we will be able to acquire all required licenses or permits or to maintain continued operations at our properties.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We are subject
to numerous environmental and other regulatory requirements. </I></B>All phases of mining and exploration operations are subject
to governmental regulation including environmental regulation. Environmental legislation is becoming stricter, with increased fines
and penalties for non-compliance, more stringent environmental assessments of proposed projects and heightened responsibility for
companies and their officers, directors and employees. There can be no assurance that possible future changes in environmental
regulation will not adversely affect our operations. As well, environmental hazards may exist on a property in which we may hold
an interest that was&nbsp;&nbsp;caused by previous or existing owners or operators of the properties and of which the Company is
not aware at present.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><FONT STYLE="background-color: white"><B><I>Competitors
have more resources. </I></B>The Company competes with other corporations that may have greater resources. Such corporations could
outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company's
operations. </FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Adverse effect of
fluctuating prices of precious metals. </I></B><FONT STYLE="background-color: white">The marketability of minerals, especially
the price of gold and silver are affected by numerous factors beyond the control of the entity involved in their mining and processing.
These factors include market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, import,
exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant
enough, reduce the profitability of the operation and threaten its continuation.</FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><FONT STYLE="background-color: white"><B><I>&nbsp;</I></B></FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><FONT STYLE="background-color: white"><B><I>Viability
of mining operation is price sensitive. </I></B>The potential for profitability of our gold and silver mining operations and the
value of our mining properties are directly related to the market price of gold and silver. The price of gold and silver may also
have a significant influence on the market price of our common stock. The market price of gold and silver historically has fluctuated
significantly and is affected by numerous factors beyond the control of any mining company. These factors include supply and demand
fundamentals, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies,
interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, global or regional political,
economic or banking crises, and a number of other factors. The selection of a property for exploration or development, the determination
to construct a mine and place it into production, and the dedication of funds necessary to achieve such purposes is decisions that
must be made long before the first revenues, if any, from production will be received. Price fluctuations between the time that
such decisions are made and the commencement of production can have a material adverse effect on the economics of a mine. </FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="background-color: white"><B>&nbsp;</B></FONT></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Lack of insurance.</I></B><FONT STYLE="background-color: white">
Insurance against environmental risks, including potential liability for pollution or other hazards as a result of the disposal
of waste products occurring from exploration and production, has not been available generally in the mining industry. We have no
insurance coverage for most environmental risks. In the event of a problem, the payment of environmental liabilities and costs
would reduce the funds available to us for future operations. If we are unable to fund fully the cost of remedying an environmental
problem, we might be required to enter into an interim compliance measure pending completion of the required remedy.</FONT></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><FONT STYLE="background-color: white"><B><I>Ownership
or title conflict. </I></B>There may be challenges to our title in the mining properties in which we hold material interests or
purchase in the future. If there are title defects with respect to any of our properties, we might be required to compensate other
persons or perhaps reduce our interest in the affected property. The validity of unpatented mineral claims is often uncertain and
may be contested by the federal government and other parties. The validity of an unpatented mineral claim, in terms of both its
location and its maintenance, depends on strict compliance with a complex body of federal and state statutory and decisional law.
Although we have attempted to acquire satisfactory title to our properties, we have not obtained title opinions or title insurance
with respect to the acquisition of the unpatented mineral claims. While we have no pending claims or litigation pending contesting
title to any of our properties, there is nothing to prevent parties from challenging our title to any of our properties. While
we believe we have satisfactory title to our properties, some risk exists that some titles may be defective or subject to challenge.
Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration
programs.</FONT></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Technology
changes may make the products we are planning to bring to market obsolete.&nbsp;&nbsp;</I></B>We believe that the methods for detecting
various elements we intend to bring to market enjoy certain competitive advantages, including superior performance and cost-effectiveness.&nbsp;&nbsp;Although
we are not aware of any other technologies currently being developed that would compete with the methods we intend to employ, there
can be no assurance that future developments in technology will not make our technology non-competitive or obsolete, or significantly
reduce our operating margins or the demand for our offerings, or otherwise negatively impact our profitability.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We may not
be able to protect our intellectual property.</I></B>&nbsp;&nbsp;We may be unable to obtain IP rights to effectively protect our
technology.&nbsp;&nbsp;Patents and other proprietary rights are an important part of our business plans.&nbsp;&nbsp;The ability
to compete effectively may be affected by the nature and breadth of our IP rights.&nbsp;&nbsp;We intend to rely on a combination
of patents, trade secrets and licensing arrangements to protect our technology.&nbsp;&nbsp;While we intend to defend against any
threats to our IP rights, there can be no assurance that any of our patents, patent applications, trade secrets, licenses or other
arrangements will adequately protect our interests.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Although we have
a pending patent application on file with the US Patent Office and expect to file various patents in the near future covering uses
of our technology or systems, we have not received, and may never receive, any patent protection for our technology or systems
in which we seek patent protection.&nbsp;&nbsp;We cannot guarantee any particular result or decision by the U.S. Patent and Trademark
Office or a U.S. court of law, or by any patent office or court of any country in which we have sought patent protection.&nbsp;&nbsp;If
we are unable to secure patent protection for our technology or systems, our revenue and earnings, financial condition, or results
of operations would be adversely affected.&nbsp;&nbsp;There can also be no assurance that any patent issued to or licensed by us
in the future will not be challenged or circumvented by competitors, or that any patent issued to or licensed by us will be found
to be valid or be sufficiently broad to protect us and our technology.&nbsp;&nbsp;A third party could also obtain a patent that
may require us to negotiate a license to conduct our business, and there can be no assurance that the required license would be
available on reasonable terms or at all.</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We do not warrant
any opinion as to patentability or validity of any pending patent application.&nbsp;&nbsp;We do not warrant any opinion as to non-infringement
of any patent, trademark, or copyright by us or any of our affiliates, providers, or distributors.&nbsp;&nbsp;Nor do we warrant
any opinion as to invalidity of any third-party patent or unpatentability of any third-party pending patent application.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We may also rely
on nondisclosure and non-competition agreements to protect portions of our technology.&nbsp;&nbsp;There can be no assurance that
these agreements will not be breached, that we will have adequate remedies for any breach, that third parties will not otherwise
gain access to our trade secrets or proprietary knowledge, or that third parties will not independently develop the technology.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>IP litigation
would be costly and could adversely impact our business operations</I></B>.&nbsp;&nbsp;We may have to take legal action in the
future to protect our technology or to assert our IP rights against others.&nbsp;&nbsp;Any legal action could be costly and time
consuming to us, and no assurances can be made that any action will be successful.&nbsp;&nbsp;The invalidation of any patent or
IP rights that we may own, or an unsuccessful outcome in lawsuits to protect our technology, could have a material adverse effect
on our business, financial position, or results of operations.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We are operating
in a highly competitive industry.</I></B>&nbsp;&nbsp;We are involved in a highly competitive industry where we may compete with
numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and
personnel perhaps more qualified than we do.&nbsp;&nbsp;There can be no assurance that we will be able to successfully compete
against these other entities.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&#9;<B><I>Our
forecasts are highly speculative in nature and we cannot predict results in a development stage company with a high degree of accuracy.</I></B>&nbsp;&nbsp;Any
financial projections, especially those based on ventures with minimal operating history, are inherently subject to a high degree
of uncertainty, and their ultimate achievement depends on the timing and occurrence of a complex series of future events, both
internal and external to the enterprise.&nbsp;&nbsp;There can be no assurance that potential revenues or expenses we project will,
in fact, be received or incurred.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We will be
subject to evolving and expensive corporate governance regulations and requirements.&nbsp;&nbsp;Our failure to adequately adhere
to these requirements or the failure or circumvention of our controls and procedures could seriously harm our business.</I></B>
&nbsp;&nbsp;As a publicly traded company, we are subject to various federal, state and other rules and regulations, including applicable
requirements of the Sarbanes-Oxley Act of 2002.&nbsp;&nbsp;Compliance with these evolving regulations is costly and requires a
significant diversion of management time and attention, particularly with regard to our disclosure controls and procedures and
our internal control over financial reporting.&nbsp;&nbsp;Our internal controls and procedures may not be able to prevent errors
or fraud in the future.&nbsp;&nbsp;Faulty judgments, simple errors or mistakes, or the failure of our personnel to adhere to established
controls and procedures, may make it difficult for us to ensure that the objectives of the control system are met.&nbsp;&nbsp;A
failure of our controls and procedures to detect other than inconsequential errors or fraud could seriously harm our business and
results of operations.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Our limited
senior management team size may hamper our ability to effectively manage a publicly traded company while developing our products
and harm our business.</I></B>&nbsp;&nbsp;Our management team has experience in the management of publicly traded companies and
complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis.&nbsp;&nbsp;They
realize it will take significant resources to meet these requirements while simultaneously working on licensing, developing and
protecting our IP.&nbsp;&nbsp;Our management will be required to design and implement appropriate programs and policies in responding
to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of
fines and penalties and harm our business.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Risks Related to our Common Stock</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>There is little
current trading of our shares.&nbsp;&nbsp;Our stock price is likely to be highly volatile.&nbsp;&nbsp;</I></B>Although prices for
our shares of common stock are quoted on the OTCQB and OTCBB, there is little current trading and no assurance can be given that
an active public trading market will develop or, if developed, that it will be sustained.&nbsp;&nbsp;The OTCQB and OTCBB are generally
regarded as a less efficient and less prestigious trading market than other national markets.&nbsp;&nbsp;There is no assurance
if or when our common stock will be quoted on another more prestigious exchange or market.&nbsp;&nbsp;The market price of our stock
is likely to be highly volatile because for some time there will likely be a thin trading market for the stock, which causes trades
of small blocks of stock to have a significant impact on the stock price.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Because our
common stock is likely to be considered a &ldquo;penny stock,&rdquo; our trading will be subject to regulatory restrictions.&nbsp;&nbsp;</I></B>Our
common stock is currently, and in the near future will likely continue to be, considered a &ldquo;penny stock.&rdquo;&nbsp;&nbsp;The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in &ldquo;penny stocks.&rdquo;&nbsp;&nbsp;Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).&nbsp;&nbsp;The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC,
which specifies information about penny stocks and the nature and significance of risks of the penny stock market.&nbsp;&nbsp;The
broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer
and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in
the customer&rsquo;s account.&nbsp;&nbsp;In addition, the penny stock rules require that, prior to a transaction in a penny stock
not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser&rsquo;s written agreement to the transaction.&nbsp;&nbsp;These disclosure
and other requirements may adversely affect the trading activity in the secondary market for our common stock.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Limited future
sales of our common stock in the public market could make it difficult to generate significant liquidity in our stock.</I>&nbsp;</B>As
noted above, we will be obligated to file a registration statement with the SEC to cover resales of shares underlying the Notes
and Warrants issued to the Purchasers.&nbsp;&nbsp;However, upon the effectiveness of this registration statement, most of the stock
covered under the registration may not be immediately available for trading.&nbsp;&nbsp;Due to a limitation in the number of shares
traded on a regular basis, there may be significant swings in the bid and ask prices of our stock or there may not be any significant
volume of the stock available to trade.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>We have not
paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited
to potential future appreciation on the value of our common stock.</I>&nbsp;</B>We currently intend to retain any future earnings
to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.&nbsp;&nbsp;Our
payment of any future dividends will be at the discretion of our board of directors after taking into account various factors,
including without limitation, our financial condition, operating results, cash needs, growth plans and the terms of any credit
agreements that we may be a party to at the time.&nbsp;&nbsp;To the extent we do not pay dividends, our stock may be less valuable
because a return on investment will only occur if and to the extent our stock price appreciates, which may never occur.&nbsp;&nbsp;In
addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment,
and if the price of our stock does not appreciate, then there will be no return on investment.&nbsp;&nbsp;Investors seeking cash
dividends should not purchase our common stock.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Our officers,
directors and principal stockholders can exert significant influence over us and may make decisions that are not in the best interests
of all stockholders</I></B>.&nbsp;&nbsp;Our officers, directors and principal stockholders (greater than 5% stockholders) collectively
own approximately 95% of our outstanding common stock, and approximately 58% of our fully-diluted common stock.&nbsp;&nbsp;As a
result of such ownership and the Voting Agreement that is in place, these stockholders will be able to affect the outcome of, or
exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and
any change in control.&nbsp;&nbsp;In particular, this concentration of ownership of our common stock could have the effect of delaying
or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain
control of us.&nbsp;&nbsp;This, in turn, could have a negative effect on the market price of our common stock.&nbsp;&nbsp;It could
also prevent our stockholders from realizing a premium over the market prices for their shares of common stock.&nbsp;&nbsp;Moreover,
the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders,
and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>Anti-takeover
provisions may limit the ability of another party to acquire us, which could cause our stock price to decline.</I>&nbsp;</B>Our
certificate of incorporation, as amended, our bylaws and Nevada law contain provisions that could discourage, delay or prevent
a third party from acquiring us, even if doing so may be beneficial to our stockholders.&nbsp;&nbsp;In addition, these provisions
could limit the price investors would be willing to pay in the future for shares of our common stock.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITY OWNERSHIP OF</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The following table
sets forth certain information regarding our common stock beneficially owned on June 13, 2013, prior to giving effect to the Closing,
for (i) each stockholder known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each of our executive
officers and directors, and (iii) all executive officers and directors as a group.&nbsp;&nbsp;In general, a person is deemed to
be a &ldquo;beneficial owner&rdquo; of a security if that person has or shares the power to vote or direct the voting of such security,
or the power to dispose or to direct the disposition of such security.&nbsp;&nbsp;A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial ownership within 60 days, through the exercise of a warrant
or stock option, conversion of a convertible security or otherwise.&nbsp;&nbsp;At June 13, 2013, immediately prior to the Closing,
1,583,970 shares of our common stock were outstanding.&nbsp;&nbsp;Unless otherwise noted below the address of each person identified
is 1328 W. Balboa Blvd Suite C, Newport Beach, CA 92661.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 44%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Name and Address</FONT></TD>
    <TD STYLE="width: 36%; border-bottom: black 1.5pt solid">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Amount and Nature of</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Beneficial Ownership</P></TD>
    <TD STYLE="width: 20%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Percentage of Class (2)</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Verdad Telecom, Inc. (1)</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">1328 W. Balboa Blvd.</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Newport Beach, CA 92661</P></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">349,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">22%</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: white">
    <TD>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Eric P. Stoppenhagen (1)</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">1328 W. Balboa Blvd. Suite C</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Newport Beach, CA 92661</P></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">349,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">22%</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">All Directors and Officers as a Group</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">(1 individual)</P></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">349,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">22%</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 6%; text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(1) </FONT></TD>
    <TD STYLE="width: 94%; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Eric Stoppenhagen has voting and investment control over the securities owned by Verdad Telecom, Inc. and therefore Eric Stoppenhagen may be deemed a beneficial owner of the 349,000 shares of common stock owned by Verdad Telecom, Inc.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The following table
sets forth certain information regarding our common stock beneficially owned on June 13, 2013, immediately following the Closing,
for (i) each stockholder known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each executive
officer and director, and (iii) all executive officers and directors as a group, on a pro forma basis to reflect the transactions
contemplated by the Merger Agreement.&nbsp;&nbsp;For purposes of this table, shares not outstanding which are subject to issuance
on conversions of convertible securities, or exercises of warrants or stock options, that are held by one or more person(s) are
deemed to be outstanding for the purpose of computing the percentage(s) of outstanding shares beneficially owned by such person(s)
but are not deemed to be outstanding for the purpose of computing the percentage for any other person.&nbsp;&nbsp;The table assumes
a total of 31,315,970 shares of our common stock outstanding as of June 13, 2013. Unless otherwise noted below the address of each
person identified is 1328 W. Balboa Blvd Suite C, Newport Beach, CA 92661.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 44%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Name and Address</FONT></TD>
    <TD STYLE="width: 36%; border-bottom: black 1.5pt solid">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Amount and Nature of</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Beneficial Ownership</P></TD>
    <TD STYLE="width: 20%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Percentage of Class (2)</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: white">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B><U>Directors and Officers</U></B></FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Mark Flanagan</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">5,750,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">18.4%</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Wayne Good</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">7,980,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">26.1%</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chas Radovich</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10,032,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">26.8%</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Eric P. Stoppenhagen </FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">349,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.1%</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">All Directors and Officers as a Group</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">(4 individual)</P></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">22,659,000</FONT></TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">72.4%</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Directors and Executive Officers, Promoters and Control
Persons</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">At the Closing, Eric Stoppenhagen shall
remain the sole director and we appointed the following persons as our executive officers.&nbsp;&nbsp;All directors serve until
the next annual meeting of stockholders or until their successors are elected and qualified.&nbsp;&nbsp;Officers are appointed
by the board of directors and their terms of office are, except to the extent governed by an employment contract, at the discretion
of the board of directors.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 23%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Name</B></FONT></TD>
    <TD STYLE="width: 2%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 9%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Age</B></FONT></TD>
    <TD STYLE="width: 2%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 64%; border-bottom: black 1.5pt solid; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Position</B></FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Wayne Good (1)</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">67</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Executive Officer</FONT></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chas Radovich</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">53</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">President</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Ken Bailey (1)</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">64</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Technology Officer</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Mark Flanagan (1)</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">53</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Vice President and Secretary</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Eric Stoppenhagen (2)</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">39</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Director and Chief Financial Officer</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 60px; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(1)</FONT></TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">These persons were appointed to their respective positions effective May 13, 2010.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60px; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 60px; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(2)</FONT></TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Mr. Stoppenhagen continued as our sole director following the Closing.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/14.25pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><B>Wayne Good</B>,
CEO</P>

<P STYLE="font: 11pt/14.25pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0; color: #333333">Mr.
Good is the founder of Accurate Locators. He is a pioneer and industry thought leader in the research, development and marketing
of mining and underground detection equipment. Mr. Good is responsible for spear heading the continued vision and development
of the Company&rsquo;s mineral detection technology. He brings a wealth of mining detection experience to Gold Hill Resources.
During his leadership of Accurate Locators, Mr. Good was responsible for developing new mining detections products and amassing
a worldwide database of over 25,000+ customers. His field expertise and old-timer mining network lends him an innate ability to
locate viable ore deposits in the early phases of exploration where little money and time is expended.</P>

<P STYLE="font: 11pt/14.25pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0; color: #333333"><FONT STYLE="color: #333333"><B>Chas
Radovich,</B> President</FONT></P>

<P STYLE="font: 11pt/14.25pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0; color: #333333">Mr.
Radovich oversees the execution of the Company&rsquo;s business plan. He will be responsible for identifying potential acquisitions
and joint venture mining opportunities to the Company&rsquo;s Board of Directors. Prior to starting Gold Hill Resources, he was
President/CEO of Cobalis Corporation. This biotech company researched and developed an allergy prevention medicine called &ldquo;Prehistin&rdquo;.
In 2011, Prehistin was voted product of the year in the cough, cold, sinus and allergy category by all major retailers. From its
inception, Chas raised over $25 million dollars to complete research and development including Phase III clinical trials in the
US and subsequently bringing their flagship allergy product to market.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"><B>Ken Bailey</B>, CTO</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Ken Bailey is a twenty-five year serial inventor
with over 35 patents issued by the US Patent Office. During his career, Mr. Bailey has worked directly with other famous technology
inventors, while personally creating new technologies, inventions and related patents for a number of products and new technologies
that include electronic fingerprinting, credit card cellular phone, biometric identification technology, virtual reality games,
socialized networking, video data compression, and cable television equipment.</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Mr. Bailey started his career in 1970 with
Rockwell International where he held top-secret clearances for guided missile systems. He helped pioneer subscription television
and wireless cable in the United States and Australia, as well as the introduction of the first home satellite receiver in 1979.
Mr. Bailey and other colleagues along with Arthur C. Clark started the TVRO satellite users group in San Jose, California. During
this period, Mr. Bailey helped design and manufacture back yard satellite equipment with North American Satellite Systems. Mr.
Bailey has an earned degree in computer science from Ohio State University. He and has been a member of Institute of Electrical
and Electronics Engineers since 1978.</P>

<P STYLE="font: 11pt/14.25pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0; color: #333333">&nbsp;</P>

<P STYLE="font: 11pt/14.25pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0; color: #333333"><B>Mark
Flanagan, Executive Vice President</B></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Mr. Flanagan is a twenty-five (25)
year veteran of the wireless industry. He was co-founder of Emida Technologies where he served as CEO/President through the end
2004. Emida was the first electronic transaction-processing network servicing the prepaid wireless industry here in the US and
abroad. He was also one of the founders of MAD Prepaid, which launched PrepaidWireless.com in 2006. He currently maintains an ownership
interest in the business. In June 2009, Mr. Flanagan co-founded Healthient, Inc.&nbsp;a publicly traded nutritional oriented snack
food company. He resigned from Healthient in March, 2011.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Eric Stoppenhagen, Director and CFO</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Mr. Stoppenhagen has served as Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company since January 30, 2011. Mr. Stoppenhagen,
through his consulting company Venor, Inc., provides financial and management services from small to medium-sized companies that
either are public or desire to become public. Additionally, he maintains nonoperating blank check companies that are searching
for reverse merger candidates. He provides temporary CFO services to these companies, which includes transaction advice, preparation
of security filings and advice regarding compliance with corporate governance requirements. Mr. Stoppenhagen is a Certified Public
Accountant and holds a Juris Doctorate and Masters of Business Administration both from George Washington University. Additionally,
he holds a Bachelor of Science in Finance and a Bachelor of Science in Accounting both from Indiana University. Mr. Stoppenhagen
has more than ten years of financial experience having served in an executive capacity for several public and private companies,
including the following engagements.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">June 2003 to May 2009 - Moqizone f/k/a Trestle
Holdings, Inc. f/k/a Sunland Entertainment f/k/a Harvey Entertainment.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Trestle Holdings &ndash; Mr. Stoppenhagen was
hired in 2003 as VP of Finance. From 2003 to 2006, Trestle Holdings had significant operations. Mr. Stoppenhagen&rsquo;s responsibilities
included but were not limited to business development, operations, legal, and accounting. In 2006, the assets and liabilities of
Trestle were sold to Clarient and subsequently sold to Zeiss Microscopes. At such time the Board of Directors of Trestle Holdings
asked Mr. Stoppenhagen to remain as an officer to assist with corporate compliance until such time as a merger candidate was found.
His sole compensation was consulting fees. He maintained no equity interest. Upon the reverse merger with Moqizone, Mr. Stoppenhagen
resigned. He received no bonus or equity interest as the result of such transaction. From 2006 to 2009, the company was a blank
check company.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><BR>
2006 to 2010 Bioimagene &ndash; non public
&ndash; he worked as consultant on sales projects and for their sales distributor. Not involved with management or financial matters.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">Sept 2007 to March 2010 - Atheronova,
Inc. f/k/a Trist Holdings, Inc. f/k/a Landbank Group, Inc.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">Trist Holdings &ndash; In 2007, due to
the downturn in the real estate market it was no longer economical to pursue the current business. In September 2007, the Board
of Directors asked Mr. Stoppenhagen to maintain the public filings after the spinoff of the assets and liabilities. Mr. Stoppenhagen
received only consulting fees. He had no equity interest in the entity. Upon the reverse merger, Mr. Stoppenhagen resigned. He
received no bonus or equity interest as the result of such transaction. From 2007 to 2010, the company was a blank check company.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">Dec 2007 to Present &ndash; Myskin, Inc.
&ndash;Advanced Skin Care business owned by Mr. Stoppenhagen&rsquo;s former spouse. He was a consultant to the company providing
accounting and finance services. No ownership. The company is not a blank check company.&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Dec 2008 to Present - Smartag International,
Inc. f/k/a Art4Love, Inc. Consultant to the company providing accounting and finance services. No ownership. The company was a
blank check company from 2008 to present.&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">Jan 2009 to Feb 2010 &ndash; STW Resources
f/k/a Woozyfly, Inc. Blank check from Jan 2009 to Feb 2010 &ndash; He was a consultant to the company providing accounting and
finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as
the result of such transaction. From 2009 to 2010, the company was a blank check company.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">2009 to Present Amasys Corporation Consultant
to the company providing accounting and finance services. No ownership. The company is a blank check company.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">April 2009 Getfugu, Inc. f/k/a Madero,
Inc. CFO for approximately 3 weeks. Resigned. No ownership. The company was not a blank check company during Mr. Stoppenhagen&rsquo;s
involvement.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">June 2008 to Present - AuraSource, Inc.
f/k/a Mobile Nation Current CFO and director. Approximately 1% owner. The company was a blank check company prior to Mr. Stoppenhagen&rsquo;s
involvement.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">February 2010 to March 2011 Phototron
Holdings f/k/a Catalyst Lighting Group, Inc. Consultant to the company providing accounting and finance services. No ownership.
Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction.
The company was a blank check company until 2011.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">April 2010 to March 2011 &ndash; Mimvi,
Inc. f/k/a Fashion Net, Inc. CFO (resigned March 15, 2011). Ownership 700,000 shares and 1,750,000 options with strike price at
$.40. The company was a blank check company prior to Mr. Stoppenhagen&rsquo;s involvement.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">July 2010 to March 2011 Mammatech Corp.
Purchased controlling share interest in July 2010 sold interest in March 2011. The company was not a blank check company.</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">October 2010 to Present DigiPath, Inc.
&ndash; Started the company as a digital pathology consulting company. Not blank check. Mr. Stoppenhagen owns approximately 94%
of the company.&nbsp;</P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0; text-align: justify">Gold Hill Resources, Inc. &ndash; purchased
controlling interest in January 2011.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">None of the newly
appointed officers or directors, nor any of their affiliates, beneficially owned any of our equity securities or rights to acquire
any of our securities prior to the Closing except for Mr. Stoppenhagen, and no such persons have been involved in any transaction
with us or any of our directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations
of the SEC, other than with respect to the transactions that have been described herein.&nbsp;&nbsp;None of the newly appointed
officers and directors have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor
have they been a party to any judicial or administrative proceeding during the past ten years, except for matters that were dismissed
without sanction or settlement, that resulted in a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities
laws.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Until further determination
by the Board, the full Board of Directors will undertake the duties of the Audit Committee, Compensation Committee and Nominating
Committee of the Board of Directors.&nbsp;&nbsp;We are not a &ldquo;listed issuer&rdquo; under SEC rules.&nbsp;&nbsp;We believe
none of our directors are &ldquo;independent&rdquo; as that term is defined in Section 4200 of the Marketplace Rules as required
by the NASDAQ Stock Market.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>DIRECTOR AND OFFICER COMPENSATION</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table sets forth information
on the remuneration of our chief executive officer and our four most highly compensated executive officers who served as executive
officers at the end of December 31, 2012 and earned in excess of $100,000 per annum during any part of our last three fiscal years:</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SUMMARY COMPENSATION TABLE</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 40%; border-top: black 1pt outset; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Name and Principal Position</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(a)</P></TD>
    <TD STYLE="width: 6%; border-top: black 1pt outset; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Year</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(b)</P></TD>
    <TD STYLE="width: 11%; border-top: black 1pt outset; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Salary</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(c)</P></TD>
    <TD STYLE="width: 11%; border-top: black 1pt outset; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Bonus</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(d)</P></TD>
    <TD STYLE="width: 16%; border-top: black 1pt outset; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Other Annual Compensation</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(e)</P></TD>
    <TD STYLE="width: 16%; border-top: black 1pt outset; border-bottom: black 1.5pt outset; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Total Compensation</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: black 1.5pt outset; line-height: 115%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt outset; line-height: 115%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt outset; line-height: 115%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt outset; line-height: 115%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt outset; line-height: 115%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt outset; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Eric Stoppenhagen,</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">President Chief Financial Officer, Secretary, and Director</P></TD>
    <TD STYLE="border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">2010</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">2011</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">2012</P></TD>
    <TD STYLE="border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P></TD>
    <TD STYLE="border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$0</P></TD>
    <TD STYLE="border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$0</P></TD>
    <TD STYLE="border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: bottom; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">Total Compensation</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">(1 persons)</P></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">2010</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">2011</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">2012</P></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$0</P></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$0</P></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt outset">
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">N/A</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P>
        <P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">$48,000</P></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 46%; border-bottom: black 1.5pt solid; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Footnote:</FONT></TD>
    <TD STYLE="width: 11%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 11%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 16%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 16%; line-height: 115%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On January 31, 2011,
the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which
the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company&rsquo;s
interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described
above.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Option Grants</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We did not grant
options to our executive officers during 2012 or 2011.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Accurate Locators
did not grant options to its executive officers during 2012 and 2011.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We had no options
outstanding as of December 31, 2012.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Accurate Locators
had no options outstanding as of December 31, 2012.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Employment Contracts</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On April 15, 2013,
the Company entered into a two year employment agreement with Chaslov Radovich, our President (&ldquo;Radovich Agreement&rdquo;).
Under the Radovich Agreement, Mr. Radovich will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On April 10, 2013,
the Company entered into a two year employment agreement with Mark Flanagan, our Executive Vice President (&ldquo;Flanagan Agreement&rdquo;).
Under the Flanagan Agreement, Mr. Flanagan will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On June 13, 2013,
the Company entered into a two year employment agreement with Wayne Good, our CEO (&ldquo;Good Agreement&rdquo;). Under the Good
Agreement, Mr. Good will be compensated $120,000 per year for his services. He is eligible for a bonus under a plan that has yet
to be determined.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Indemnification of Directors and Executive Officers and
Limitation of Liability</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We are a Nevada
corporation.&nbsp;&nbsp;The Nevada General Corporation Law and certain provisions of our certificate of incorporation, as amended,
and bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities
which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained
herein, but this description is qualified in its entirety by reference to our certificate of incorporation, as amended, bylaws
and to the statutory provisions.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">In general, any
officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person&rsquo;s actions were in good faith, were believed to be
in our best interest, and were not unlawful.&nbsp;&nbsp;Unless such person is successful upon the merits in such an action, indemnification
may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of
the stockholders, that the applicable standard of conduct was met by the person to be indemnified.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The circumstances
under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth
above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection
with the defense or settlement of the action.&nbsp;&nbsp;In such actions, the person to be indemnified must have acted in good
faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;Indemnification
may also be granted pursuant to the terms of agreements which may be entered in the future or pursuant to a vote of stockholders
or directors.&nbsp;&nbsp;The statutory provision cited above also grants us the power to purchase and maintain insurance which
protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such
a policy may be obtained by us.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We do not have any
indemnification agreements with any of our directors or executive officers.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">A stockholder&rsquo;s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions.&nbsp;&nbsp;At present, there is no pending litigation or proceeding involving
any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Certain Relationships and Related Transactions.</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Other than the transactions described
below, since January 1, 2009, there has not been, nor is there currently proposed, any transaction or series of similar transactions
to which we were or will be a party:</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 90px; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">-</FONT></TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">in which the amount involved exceeds $120,000; <I>and</I></FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 90px; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 30px; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">-</FONT></TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">in which any director, executive officer, other stockholders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On January 31, 2011,
the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which
the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company&rsquo;s
interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described
above.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On September 18, 2012,
the Company entered into a Secured Promissory Note (the &ldquo;Secured Note&rdquo;) and Security Agreement with Verdad Telecom,
Inc. (&ldquo;Verdad&rdquo;), which is owned by its president Eric Stoppenhagen. Under the terms of the Secured Note, Verdad, agreed
to consolidate $209,800 which consisted of an outstanding principal of $166,000 and unpaid interest of $43,800. This represented
the total amount of notes outstanding as of September 14, 2012. All advances shall be paid on or before December 31, 2012 and interest
shall accrue from the date of any advance on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the
rate of seven percent (7%) per annum, compounded annually. The Company&rsquo;s obligations under the Secured Note will accelerate,
upon written notice from Verdad, upon a bankruptcy event with respect to the Company, any default in the Company&rsquo;s payment
obligations or the Company&rsquo;s breach of any provision of any material agreement between the Company and Verdad. During the
quarter ended December 31, 2012, the Company paid $126,901 of the Secured Note. The balance of principal of the Secured Note at
December 31, 2012 is $82,899. The Secured Note is secured by all assets and rights of the Company. The total accrued interest as
of December 31, 2012 is $4,185.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&#9;On April
15, 2013, the Company entered into a two year employment agreement with Chaslov Radovich, our President (&ldquo;Radovich Agreement&rdquo;).
Under the Radovich Agreement, Mr. Radovich will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On April 10, 2013,
the Company entered into a two year employment agreement with Mark Flanagan, our Executive Vice President (&ldquo;Flanagan Agreement&rdquo;).
Under the Flanagan Agreement, Mr. Flanagan will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On June 13, 2013,
the Company entered into a two year employment agreement with Wayne Good, our CEO (&ldquo;Good Agreement&rdquo;). Under the Good
Agreement, Mr. Good will be compensated $120,000 per year for his services. He is eligible for a bonus under a plan that has yet
to be determined.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Transfer Agent and Registrar</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The transfer agent and registrar for
our common stock is</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Interwest Transfer Company, Inc.</B><BR>
1981 Murray Holladay Road, Suite 100<BR>
Salt Lake City, UT 84117</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Listing</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Our common stock is currently quoted
on the OTCQB and OTCBB under the trading symbol &ldquo;GULD&rdquo;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Market Price of and Dividends on the Registrant&rsquo;s
Common Equity and Related Stockholder Matters.</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The following table sets forth, for the
fiscal quarters indicated, the high and low closing price for our common stock, as reported on the OTCBB.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: bottom">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Quarterly period</B></FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>High</B></FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Low</B></FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Fiscal year ended December 31, 2011:</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="width: 68%; text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">First Quarter</FONT></TD>
    <TD STYLE="width: 1%; text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 1%; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="width: 13%; text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">4.50</FONT></TD>
    <TD STYLE="width: 1%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 1%; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="width: 13%; text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.60</FONT></TD>
    <TD STYLE="width: 1%; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Second Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">2.50</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.00</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Third Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.20</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.40</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Fourth Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.90</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.15</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Fiscal year ended December 31, 2012:</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">First Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.49</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.16</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Second Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.40</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.30</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Third Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.75</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.40</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Fourth Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.75</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.25</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Fiscal year ended December 31, 2013:</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">First Quarter</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.25</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">$</FONT></TD>
    <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">0.41</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Holders:</B> As of June 13, 2013, there
were approximately 24 holders of record of our Common Stock. There are currently 633,770 shares of common stock issued and outstanding
of which 284,770 shares of common stock could be sold under Rule 144.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Dividends:</B> Effective January 29, 2010
and as the Record Date of January 29, 2010, we paid a dividend of three new shares of our common stock for every four shares of
our common stock outstanding. That is, we issued seven (7) New Shares for every Three (3) Old Shares held as of the January 29,
2010 Record Date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have not paid any cash dividends to date,
and we have no intention of paying any cash dividends on our common stock in the foreseeable future. The declaration and payment
of dividends is subject to the discretion of our Board of Directors and to certain limitations imposed under the Nevada Statutes.
The timing, amount and form of dividends, if any, will depend on, among other things, our results of operation, financial condition,
cash requirements and other factors deemed relevant by our Board of Directors.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Split:</B> Effective November 7, 2012 we
consummated a reverse stock split of all the outstanding shares of the Company&rsquo;s common stock, par value $0.001 per share,
at an exchange ratio of one for one hundred (1:100).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Recent Sales of Unregistered Securities</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><B><I>Gold Hill Resources, Inc.</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 4, 2013, the Company completed
a private placement offering to certain institutional and accredited investors (&ldquo;Investors&rdquo;) pursuant to which the
Company sold an aggregate of 950,200 shares of the Company&rsquo;s common stock resulting in gross proceeds of $283,173 to the
Company.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">All of the shares of the Company's Common
Stock described above were issued with a restricted securities legend pursuant to reliance upon the claim of exemption provided
by Section 4(2) of the Securities Act of 1933. In each instance, the Company was assured that the investor: (a) was sophisticated
and experienced in business, financial, and tax matters; (b) received such disclosures such as the Company's business plan, financial
statements, stockholder information, together with copies of the Company's Articles of Incorporation, By-laws, and copies of the
minutes and actions of the Company's Board of Directors roughly equivalent to that found in a registration statement; (c) had full
and unrestricted access to the Company's books and records; (d) had a full and unrestricted opportunity to ask questions of the
Company's officers and directors and to receive answers to all such questions; (e) had a pre-existing business relationship with
one or more of the Company's officers and directors of sufficient scope and depth that allowed them to appreciate the background
and experience of the Company's management; and (f) understood that the securities acquired were &quot;restricted securities&quot;
and that they were issued to the investor for investment purposes only.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Further, we have relied upon the private
placement exemption from registration provided by Section 4(2) of the Securities Act 1933 as amended (the &quot;Act&quot;). The
shares and promissory notes described above were issued pursuant to Section 4(2) of the Act which exempts from registration transactions
by an issuer not involving a public offering as each person had a pre-existing relationship with one or more officers, directors,
and or key employees of the Company. This offering exemption is available to any issuer but prohibits general solicitation or advertising.
In addition, each purchaser received information regarding the Company that was substantially equivalent to that found in a registration
statement. Each prospective purchaser had full and unrestricted access to the Company, our books, and records, and the opportunity
to ask questions of our management and receive answers to their questions. Further, each purchaser gave us assurances that it was
experienced and sophisticated in making investments of this type and that they were able to make the investment decision and could
afford the total loss of their investment.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">In each instance, each of the share
purchasers had access to sufficient information regarding the Company so as to allow them to make an informed investment decision.
More specifically, each purchaser acknowledged that, among other things, the following:</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 6%; text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">1.</FONT></TD>
    <TD STYLE="width: 94%; text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">that they had the ability to bear the economic risks of investing in the shares of the Company;</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">2.</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">that they had sufficient knowledge in financial, business, or investment matters to evaluate the merits and risks of the investment;</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">3.</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">that they had a certain net worth sufficient to meet the suitability standards of the Company; and</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">4.</FONT></TD>
    <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">that the Company has made available to them, his counsel and his advisors, the opportunity to ask questions and that they have been given access to any information, documents, financial statements, books and records relative to the Company and an investment in the shares of the Company.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><B><I>Accurate Locators</I></B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">None</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Principal Accountant Fees and Services</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Anton &amp; Chia, CPAs (&ldquo;Anton&rdquo;),
Accurate Locators&rsquo; independent public accountants, billed Accurate Locators aggregate audit fees of approximately $30,000
for professional services rendered for the audit of its annual financial statements for the periods ended October 31, 2012 and
2011 and the review for the three months ended January 31, 2013 and 2012.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Wayne Good, Accurate Locators chief executive
officer and chief financial officer, was directly responsible for interviewing and retaining the independent accountant, considering
the accounting firm&rsquo;s independence and effectiveness, and pre-approving the engagement fees and other compensation to be
paid to, and the services to be conducted by, the independent accountant.&nbsp;&nbsp;Accurate Locators&rsquo; executive officer
did not delegate these responsibilities, and pre-approved 100% of the services described above.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Section 5 &ndash; Corporate Governance and Management</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 5.01 Changes in Control of Registrant.</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Reference is made to the disclosure set
forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Reference is made to the disclosure set
forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 5.06<FONT STYLE="letter-spacing: 9pt">&nbsp;&nbsp;&nbsp;</FONT>&nbsp;Change
in Shell Company Status</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The Company has ceased being a shell
company as defined in Rule 12b-2. Reference is made to the disclosure set forth under Item 2.01 and 5.01 of this Current Report
on Form 8-K, which disclosure is incorporated herein by reference.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Section 9 &ndash; Financial Statements and Exhibits</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 9.01&nbsp;&nbsp;Financial Statements and Exhibits.</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Financial
statements of business acquired</U>.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The audited financial
statements of Accurate Locators for the fiscal years ended October 31, 2012 and 2011 are incorporated herein by reference to Exhibit
99.1 to this Current Report.&nbsp;&nbsp;The unaudited financial statements of Accurate Locators for the three months ended January
31, 2013 and 2012 are incorporated herein by reference to Exhibit 99.2 to this Current Report.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Pro
forma financial information</U>.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Registrant acquired
Accurate Locators in a merger in which Merger Corporation, an Oregon corporation and wholly-owned subsidiary of the company merged
with and into Accurate Locators, all holdings of Accurate Locators then outstanding shares for comparable securities of our company;
and approximately 95% of the beneficial ownership of our shares (on a fully-diluted basis) were owned by Accurate Locators&rsquo;
former stockholders.&nbsp;&nbsp;Additionally, Imaging Locators was contributed to the Registrant and is now a wholly-owned subsidiary.
Immediately prior to the Merger on June 13, 2013, we had no material operations, assets, or liabilities.&nbsp;&nbsp;Accordingly,
for all meaningful purposes the Audited Financial Statements for Accurate Locators which are filed with this Current Report on
Form 8-K comprise our pro forma financials as well.&nbsp;&nbsp;Preparation of independent, unaudited pro forma financials other
than the Financial Statements filed herewith would have imposed a substantial burden upon our company as the surviving entity at
this time without any meaningful additional disclosure.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shell
company transactions.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Reference is made
to the disclosure set forth under Item 9.01(a) and 9.01(b) of this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exhibits</U>.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">See attached Exhibit Index.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in"><B>SIGNATURES</B></P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">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.</P>

<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B>Gold Hill Resources, &nbsp;Inc.</B></FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 52%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 2%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 35%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="width: 11%; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: white 3pt solid; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Date:&nbsp;&nbsp;June 13, 2013</FONT></TD>
    <TD STYLE="border-bottom: white 3pt solid; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">By: </FONT></TD>
    <TD NOWRAP STYLE="border-bottom: black 1.5pt solid; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">/s/&nbsp;Wayne Good</FONT></TD>
    <TD STYLE="border-bottom: white 3pt solid; line-height: 115%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD NOWRAP STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Wayne Good</FONT></TD>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Chief Executive Officer</FONT></TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD>
    <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 11pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>EXHIBIT INDEX</B></P>

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<TR>
    <TD STYLE="vertical-align: top; width: 13%; border-bottom: black 1.5pt solid; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Exhibit Number</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 86%; border-bottom: black 1.5pt solid; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Description of Exhibit</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">2.1</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Merger Agreement dated May 31, 2013.&nbsp;&nbsp;Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2013.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10.1</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Assignment and License Agreement dated May 31, 2013.&nbsp;&nbsp;Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2013.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10.2</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Employment Agreement of Wayne Good.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10.3</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Employment Agreement of Mark Flanagan.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10.4</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Employment Agreement of Chaslov Radovich. Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2013.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10.5</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Secured Promissory Note dated September 18, 2012, among Verdad Telecom, Inc. and Gold Hill Resources, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">10.6</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Security Agreement dated September 18, 2012, among Verdad Telecom, Inc. and Gold Hill Resources, Inc. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">21.1</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Subsidiaries of the Registrant.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">99.1</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Combined Financial statements of Accurate Locators, Inc., an Oregon corporation, for the years ended October 31, 2012 and 2011.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">99.2</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Combined Financial statements of Accurate Locators, Inc., a Oregon corporation, for the three months ended January 31, 2013 and 2012.</FONT></TD></TR>
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    <TD STYLE="vertical-align: top; line-height: 115%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 115%">&nbsp;</TD>
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{"company-data": {"conformed-name": "Gold Hill Resources, Inc.", "cik": "0001462013", "assigned-sic": "4911", "irs-number": "880492010", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-53627", "film-number": "13911846"}, "business-address": {"street1": "1328 W. BALBOA BLVD. SUITE C", "city": "NEWPORT BEACH, CA", "state": "X1", "zip": "92661", "phone": "949-903-0468"}, "mail-address": {"street1": "1328 W. BALBOA BLVD. SUITE C", "city": "NEWPORT BEACH, CA", "state": "X1", "zip": "92661"}, "former-company": {"former-conformed-name": "Green Star Alternative Energy Inc.", "date-changed": "20090414"}}
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 No.)
(I.R.S. Employer Identification No.)
3960 Howard Hughes Pkwy #500,
89169
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(702)-990-3909
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
Information included
in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of Gold Hill Resources,
Inc. ("Gold Hill"), and Accurate Locators, Inc. an Oregon corporation ("Accurate Locators"), (collectively,
Gold Hill and Accurate Locators are referred to herein as the "Companies") to be materially different from future results,
performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions
and describe future plans, strategies and expectations of the Companies, are generally identifiable by use of the words "may,"
"will," "should," "expect," "anticipate," "estimate," "believe,"
"intend" or "project" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or
other expectations included in any forward-looking statements will come to pass. The actual results of the Companies could differ
materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required
by applicable laws, Gold Hill undertakes no obligation to update publicly any forward-looking statements for any reason, even if
new information becomes available or other events occur in the future.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On
May 31, 2013, Gold Hill entered into an Agreement and Plan of Merger ("Merger Agreement") with AL Merger Corporation,
an Oregon corporation and wholly-owned subsidiary of Gold Hill ("MergerCo"), Accurate Locators and Wayne Good ("Good"
and together with Accurate Locators, the "Good Parties").
The closing (the "Closing")
of the transactions contemplated by the Merger Agreement (the "Merger") occurred on June 13, 2013.  At the
Closing, (i) MergerCo was merged with and into Accurate Locators; (ii) Accurate Locators became our wholly-owned subsidiary; (iii)
all of Accurate Locators' shares prior to the Merger were exchanged (or assumed, in the case of options) for comparable securities
of our company; and (iv) 95% of our fully-diluted shares were owned by Accurate Locators' former shareholders and option
holders.  At the Closing, we issued to Accurate Locators' former shareholders, in exchange for the equity of Accurate
Locators prior to the Merger, 29,732,000 shares of our common stock.  As a result of the Merger we are solely engaged
in Accurate Locators' business, Accurate Locators' officers became our officers and our director remained as the only
director.
On
May 31, 2013, Gold Hill also entered into an Assignment and License Agreement with Good pursuant to which Good will, as of the
effective time of the Merger, contribute certain intellectual property and related rights which are currently owned by him to Gold
Hill, license to Gold Hill, and assign to Gold Hill all shares of the capital stock of Imaging Locators and Micro Gold Claims by
Murphy Creek, Oregon and GHR Claims by Pahrump, Nevada ("Claims"). This transaction was completed at the Closing.
We
are presently authorized under our certificate of incorporation, as amended to date, to issue 200,000,000 shares of common stock.  As
of the Closing, we had 31,315,970 shares of common stock issued and outstanding, of which 29,732,000 shares were owned by Accurate
Locators' former shareholders, representing approximately 95% of the outstanding shares of our common stock immediately following
the Merger, and 1,600,000 shares were owned by our existing stockholders, representing approximately 5% of the outstanding shares
of our common stock.
Except
for the Merger Agreement and the transactions contemplated by that agreement, neither Accurate Locators, nor its directors, officers
and shareholders had any material relationship with our company.
Effective
as of the Closing, we appointed Wayne Good as Chief Executive Officer and Ken Bailey as Chief Technology Officer. The following
persons serve as our executive officers and directors:
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2
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Name
Age
Position
Wayne Good
67
Chief Executive Officer
Chaslav Radovich
53
President
Ken Bailey
64
Chief Technology Officer
Mark Flanagan
53
Vice President and Secretary
Eric Stoppenhagen
39
Director and Chief Financial Officer
In
our Current Report on Form 8-K dated May 31, 2013, we reported the execution of the Merger Agreement and Assignment and License
Agreement and included a copy of the Merger Agreement therein as Exhibit 2.1 and 10.1, respectively.
General
Prior to May 31, 2013,
we were a public "shell" company with nominal assets.  On June 4, 2013, the Company completed a private placement
offering to certain institutional and accredited investors ("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. The Company intends
to use proceeds of the offering for working capital and to develop its element detecting technologies. The Company has no material
relationship with any of the accredited investors participating in the private placement offering other than in respect of the
Subscription Agreements.
As a result of the
Merger, we are solely engaged in Accurate Locators' business.  With respect to this discussion, the terms "we,"
"us," "our" and "our company" refer to Gold Hill Resources, Inc., a Nevada corporation and
its wholly-owned subsidiary Accurate Locators, Inc., an Oregon Nevada corporation.
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 in addition to the core business of Accurate Locators manufacturing and distribution business
of metal detection products and systems.
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 (GSA) and U.S. Army, Navy and Marines.
We are engaged in
several research and development projects; we are evolving our 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.
Description of the Business
Our Company manufactures
various unique detection instruments that are used by mining operations, treasure hunters, and various sectors of the US government.
These instruments include a recently released patent pending polyurethane blanket coil that is used with our Pulse Induction ("PI")
for subsurface metal detection. Our blanket antenna technology is unique because it enables the operator to detect precious metals
and other target objects while traveling up to five miles per hour on land or water, covering greater territory in shorter time.
-
3
-
We plan to integrate
the blanket coil device as a value-add accessory with other manufactures of metal detector products available in the market today.
We have received numerous customer requests regarding adapting our blanket coil to their current metal detection system. Our plan
is to work directly with other manufacturers to adapt our blanket coil to their metal detectors. The blanket coil is currently
available in several different sizes, ranging from our smallest 18-inch blanket to our largest 6-foot wide blanket.
We also manufacture
a series of other metal detection devices that we market and sell globally both on a retail and wholesale distribution basis. These
devices or systems include PI, which transmits a pulse that causes an eddy current signaling a change. It provides back both an
audio and visual response which indicates there is a high degree of probability that there is metal, or some other object in the
subject ground.
We are currently
developing a metal detector which is a ground resistance machine that measures resistance through an ohms meter called Accumeter.
The Accumeter sends a carrier wave through an array of ground steel copper-coated rods. It reads between two ground rods at a time,
showing the ohms of resistance. When you have a conductive environment, the ohm reader shows less resistance, which provides a
good indication that metals are present in the ground being surveyed. If the resistance reads high on the ohm meter that indicates
the high probability of the presence of a tunnel/cave or void in the ground area.
We also offer our
own line of Advanced 3-D Imaging systems. These instruments enable a user to survey underground deposits and voids. They come equipped
with customized designed software and include our own manufactured sensors. The principal upon which these devices work are similar
to a magnetometer. A user is able to save a scan of the area of interest in the laptop device, which they can transfer or print
from a computer for further evaluation or presentation purposes. There are many built-in features in the software that allows the
user to bring out target areas of interest for more complete evaluation of the anomaly being surveyed underground.
Our Company's
research and development team is currently developing several geophysical detection technologies. Our products will potentially
include the following: element specific Ground Penetrating Radar ("GPR"), and Induced Polarization, which can be integrated
into our Advanced 3-D Imaging software. Our technology takes advantage of "real time" imaging analysis. In addition,
we are in development stage of our own GPR instrument that can detect an object of interest on the first pass by a unique algorithm
and patented hardware that uses diverse frequencies with extremely hi-resolution visual imaging technology.
The Company plans
to use its products and technology in order to facilitate early exploration of potential gold mining properties. Our mining experts
which include Wayne Good, CEO and his combined team have over 100 years of experience in gold and other precious metals exploration
and mining. Mr. Good has several mining claims (see Mining Properties) that are being acquired by Gold Hill Resources as part of
the consideration of the Merger. Our plan is to further evaluate these properties to determine the feasibility of further drilling
exploration and to determine the potential reserves in ground and the costs and feasibility to commence a small mining project
on these properties.
Our Technology
Our Company is developing
technology that will enable the mining, treasure hunting, forensic, and underground utility sectors to locate a specific metal,
mineral or object buried underground by combining several evolving and enhanced technologies into one system. Our advanced imaging
systems were initially developed by top research labs and institutes of higher learning. Our research and development team is currently
developing and improving the above technology in order to bring new ground breaking products to markets.
Gold Hill Resources
is in the process of finalizing technology milestones, which will enable us to bring several dynamic products to market as follows:
Ground Penetrating Radar (GPR), Advanced Geophysical Receiver (AGR), Induced Polarization (IP), Advanced 3D Imaging, magnetometer
and Pulse Induction (PI) products. These synergistic technologies provide dual and triple verification for validation purposes
in underground metal detection.
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Our detailed research
indicates the industry as a whole is due for a major upgrade in geophysical detection equipment. More specific is the growing demand
for systems that can detect element specific minerals and metals underground before digging. To increase sensitivity and precision
accuracy of our equipment, we have contracted the services of Robert Decesari a seasoned Sr. Radio Frequency Engineer and Senior
Naval Officer. Robert is a Professional Engineer, with over 30 years' experience and an expert in direction finding receivers
used both on water and sub-surface detection. Recently retired from the Navy, he was the Commander of RF communications for Naval,
Central Command and all our ships and submarines globally.
Gold Hill Resources
is an eco-friendly technology Company that seeks to provide government certified equipment for underground pinpoint detection of
precious metals, underground utilities, various underground treasures as well as locating underground caves and caverns. Our Company
will assist mining companies and treasure hunters in locating potential rich ore deposits or valuable and ancient treasures underground.
A specific goal is to provide new cutting edge technology that will help mining companies reduce their huge capital expenditures
that are incurred during early stage mining exploration and subsequent mining operations. In addition, we look to reduce the environmental
impact, thus reducing the ecological footprint.
Mining Properties
Micro Gold Mine
is a claimed mine located in Jackson County, Oregon on a 20-acre parcel of land. The land has significant tailings with very high
gold ore content. This property is currently claimed by Wayne Good and is part consideration of the purchase and roll-up of Accurate
Locators as a wholly owned subsidiary of Gold Hill Resources.
The Company also
owns a claim adjacent to the Johnny Mine in Pahrump, Nevada. The claim includes an underground shaft located in the same gold vein
as the Johnny Mine extension. The claim has been extensively surveyed by Wayne Good. He has demonstrated his ground radar metal
detection technology on the property to hundreds of prospective customers over the past twenty years.
We plan to leverage
our proprietary technology in helping to identify the right flagship property that offers the most potential to increase the value
of our overall Company.
Our goal is to find
and close on a flagship property in 2013 and begin the NI 43-101 evaluation process by late 2014. The NI 43-101 is the standard
by which mining properties are evaluated through feasibility studies, technical and drilling data that determines the in-ground
estimated resources of the mining project. The NI 43-101 is used to ensure that the correct data is disclosed on the property to
potential investors. In most cases, a drill program and ground assays will help prove up the mineral wealth of a potential ore
body allowing the determination of the proven and probable gold/silver reserves in the ground.
Business Plan
Gold Hill Resources,
is a geophysical technology company looking to fulfill a technology void that the mining and resource sectors and the construction
and underground utilities and all military applications in addition to all historical sites, hidden treasures (underground and
under water) and artifacts. We intend to patent and bring to market new and updated devices that we believe will provide a new
benchmark technology for detecting precious metals such as gold silver, platinum, palladium and copper, buried treasures at higher
resolutions and far greater accuracy than which are currently being offered in the industry today.
Our products and
systems are sold here in the US and globally as well. We work with a number of international distributors and receive significant
international eyeball traffic at our Accurate Locators website. We recently completed a major overhaul to our website and plan
to allocate significant time and resources to improving our website and increasing the SEO initiatives of the business. Because
our products and systems can be used in thousands of locals across the globe it is important that we garner top search engine page
rankings, so that customers can find the products and systems we offer for sale.
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5
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The demographics
of our customer base ranges from individual treasure hunters, mining operations to governmental agencies including local city,
State and Federal governmental agencies. We have a significant base of customers that enjoy the hobby of treasure hunting or hunting
for precious metals. There have been significant finds of buried treasures and gold and silver using our metal detection technologies
over the past twenty years. For the more advanced mining operations that are tasked with the requirement and need for better and
more accurate detection systems, we have demonstrated our ability to deliver. Our new systems currently under development will
pinpoint with a higher degree of accuracy in real-time where the potential metals are located on their mining properties. Our prime
objective is to develop new products and systems which will help reduce the cap expenditures and provide more cost efficient means
and methods to help evaluate potential mining projects and pinpoint the general area where the reserves will most likely be located
on the mining property. The ability to better pinpoint potential reserves and provide element specific detection is a keen area
of focus of the Company.
Gold Hill expects
to introduce four or five new ground detection devices that take advantage of subterranean exploration and examination without
costly digging underground. In November 2012, we filed a new patent on our polyurethane blanket antenna metal detection product
and we anticipate filing a series of new patents regarding underground and below water metal detection products, over the next
12 months.
These new products
or instruments we plan to introduce to the market will all be FCC approved for environmental safeguards. We believe our products
will have a significant impact on reducing needless digging for metals, other precious minerals and underground objects on a search
and find basis. This will result on a large positive impact on complying with governmental and environmental rules to obtain operating
permits to begin mining operations.
We recently began
rolling out our Advanced Geophysical Receiver ("AGR") product line. The 301 Prospector is the first product of its
kind being sold. This product is used for short-range detection of precious metals and minerals from a distance. We plan to modify
the technology in order to assemble the device on to a drone.
We plan to greatly
increase our revenues from both the sales of our detection systems and related service contracts to companies that purchase our
products and systems. We believe that the potential market place for benchmark detection systems like those we will introduce to
the market, could well exceed $1 billion dollars in annual sales, addressing: mining, treasure hunting, underground utility locating,
forensic, and potential military needs and applications.
Competition
In the United States,
there are numerous distributors of underground detection systems and products. There are approximately seventeen companies who
manufacture and sell geophysics equipment globally. The treasurer hunter market for metal detectors is dominated by inexpensive
and inferior equipment; which requires the user to pass over the same spot both vertically and then horizontally several times.
This makes real time detection of precious metals nearly impossible these companies offer treasure seeker equipment, which has
limited reliability and less than optimal performance. The majority of these companies offer equipment.
However, with the
recent increase in precious metal prices coupled with the growing popularity of gold mining and exploration Cable/TV shows there
has been a huge spike of resurgence in gold seeking and treasure hunting. The new breed of treasure seekers are not price adverse
in purchasing more expensive equipment and are therefore more likely to evaluate the line of products available in the market.
There are approximately
eight low to mid-range metal detector manufactures in the sector worldwide. The three largest manufacturers and distributors of
low end units are Garrett, Mine Lab and White. The value add resellers (VAR) distribute their brands, however very few of these
distributors are original equipment manufacturer of the products which they sell.
A large number of
distributors in our industry are mom and pop operations which are drop shipping from the manufacturer and other wholesale suppliers.
These small operators lack the product knowledge and customer support due to lack of resources. On the other hand, there are few
large well respected distributors that have gained considerable market share due to advertising and pricing. The list of some of
the distributors are as follows: Kelley Co, Arizona Outback, D & K Detector Sales and Falcon Metal Detectors.
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Government Regulation
Currently, our operating business Accurate Locators does
not require any State or Federal regulatory oversight. We do anticipate having to deal with the Bureau of Land Management, SAMRA,
EPA and the County Water Districts and Mining Safety and Health Administration and Office of Surface Mining and Reclamation and
Enforcement and the Clean Water Act.
Principal Executive Offices
Our principal executive offices following
the Closing are located at
3960 Howard Hughes Parkway Suite 500
Las
Vegas, NV 89169.
We also lease offices at 3400 Irvine Ave Newport Beach, CA 92660 for $825 per month with approximately
700 square feet of office space. Additionally, Accurate Locators subleases approximately 5,500 square feet of office space and
storage facilities at 1383 2
nd
St Gold Hill, Oregon 97525 and 850 square feet of office space at 3751 Seneca Ave., Pahrump,
NV 89048 from our Wayne Good, CEO. We will pay approximately $2,500 and $800 per month.  Our corporate telephone number is
(702) 990-3909.
Employees
As of June 13, 2013, we have 12 full-time
employees and no part-time employees.  Since inception, we have never had a work stoppage, and our employee is not represented
by a labor union.  We consider our relationship with our employee to be positive.
Legal Proceedings
We are not currently party to any legal
proceedings, the adverse outcome of which, in management's opinion, individually or in the aggregate, would have a material
adverse effect on our results of operations or financial position.
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MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This discussion
summarizes the significant factors affecting the operating results, financial condition and liquidity and cash flows of Accurate
Locators for the fiscal years ended October 31, 2012 and 2011 and three months ended January 31, 2013 and 2012.  The
discussion and analysis that follows should be read together with the Financial Statements of Accurate Locators and the notes to
the Financial Statements included elsewhere in this Current Report on Form 8-K.  Except for historical information, the
matters discussed in this Management's Discussion and Analysis of Financial Condition and Results of Accurate Locators are
forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are
beyond our control.
Overview
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.
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 (GSA) and U.S. Army, Navy and Marines.
We are engaged in
several research and development projects; we are evolving our 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.
On June 4, 2013,
the Company completed a private placement offering to accredited investors ("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.
The Company intends to use proceeds of the offering for working capital and to develop its element detecting technologies and product
line.
The Merger was accounted
for as a reverse merger (recapitalization) with Accurate Locators deemed to be the accounting acquirer, and our company deemed
to be the legal acquirer.  Accordingly, the following discussing represents a discussion of the operations of our wholly-owned
subsidiary, Accurate Locators, Inc. for the periods presented.
Results of Operations
Year Ended October 31, 2012
Compared with Year Ended October 31, 2011
Revenue
Our
revenues were $942,800 and $964,078 for the years ended October 31, 2012 and 2011, respectively, a decrease of $21,278.  During
2012, we increased our prices and reduced our advertising expenditures.  These changes ultimately proved to be detrimental
to our overall revenue.
Cost
of Revenue and Gross Profits
Our
gross profit was $612,972 and $557,555 for the years ended October 31, 2012 and 2011, respectively, an increase of $55,417.  The
improvement in our gross profit margin was partially attributable to the price increase that was enacted during 2012.  Additionally,
we benefitted from price reductions from certain vendors.
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Selling,
General and Administrative Expenses
Selling,
general and administrative expenses was $619,337 and $686,437 for the years ended October 31, 2012 and 2011, respectively, a decreased
to $67,100.  The decrease is primarily due to decreases in advertising expenses.
Interest
Income, Net
Interest
expense was $16,706 and $13,557 for the years ended October 31, 2012 and 2011, respectively. The increase was the result of higher
debt in 2012.
Three Months Ended January 31, 2013
Compared with Three Months Ended January 31, 2012
Revenue
Our
revenues were $252,092 and $252,717 for the three months ended January 31, 2013 and 2012, respectively, a decrease of $625.
Cost
of Revenue and Gross Profits
Our
gross profit was $154,610 and $171,841 for the three months ended January 31, 2013 and 2012, respectively, a decrease of $17,231.  The
reduction in our gross profit margin was partially attributable to the product mix of sold having lower margins.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses was $151,001 and $157,489 for the three months ended January 31, 2013 and 2012, respectively,
a decreased to $6,488.
Interest
Income, Net
Interest
expense was $5,382 and $4,894 for the three months ended January 31, 2013 and 2012, respectively. The increase was the result of
higher debt in 2012.
Liquidity and Capital Resources
Net cash provided
by operating activities was $18,912 and $5,613
for the years ended October 31, 2012 and 2011
,
respectively.  The increase in the amount of cash provided was largely due to the decrease in net loss in 2012 partially
offset change in inventory and accounts payables balances in 2011.
Net cash provided
by / (used in) operating activities was $21,759 and $(11,960) for the three months
January 31, 2013
and 2012, respectively.
Net cash provided
by / (used in) investing activities was $26,195 and $(6,803)
for the years ended October 31, 2012 and
2011
, respectively as the Company continued to use funds to purchase equipment for research and development.
Net cash used in
investing activities was $351 and zero in the three months ended
January 31, 2013 and 2012
, respectively.
Net cash provided
by financing activities was $42 and $9,921
for the years ended October 31, 2012 and 2011
, respectively.  Cash
provided by financing activities in both years include funds provided by debt offset by the repayment of debt.
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9
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Net cash used in
financing activities was $11,709 and $38,551 in the three months ended
January 31, 2013 and 2012,
respectively.
Cash used in financing activities related to the paying down of debt.
Accurate Locators
has suffered recurring losses from operations in the past two years.  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 ("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. The Company intends
to use the proceeds of the offering 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 15 months and expect to have to raise significant additional capital.  Our ability to continue our
operations may prove to be more expensive than we currently anticipate and we may incur significant additional costs and expenses
in connection therewith.
Off-Balance Sheet Arrangements
Accurate Locators
currently does not have any off-balance sheet arrangements or financing activities with special purpose entities.
Critical Accounting Policies and
Estimates
This Management's
Discussion and Analysis of Financial Condition and Results of Operations section discusses Accurate Locators' combined financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  To
prepare these combined financial statements, management must make estimates and assumptions that affect the reported amounts of
assets and liabilities.  These estimates also affect its reported revenues and expenses.  On an ongoing basis,
management evaluates its estimates and judgment, including those related to revenue recognition, accrued expenses, financing operations
and contingencies and litigation.  Management bases its estimates and judgment on historical experience and on various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results
may differ from these estimates under different assumptions or conditions.  The following represents a summary of Accurate
Locators' critical accounting policies, defined as those policies that it believes are the most important to the portrayal
of its financial condition and results of operations and that require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
Use of
Estimates
The preparation
of the combined financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these estimates.
Property and
Equipment
Property and Equipment
are stated at historical cost less accumulated depreciation and amortization. Cost represents the purchase price of the asset and
other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets'
estimated useful lives. The useful lives of the assets are as follows: machinery and equipment 7 years, office equipment 5 to 7
years, vehicles 5 years, and leasehold improvements use the shorter of the estimated useful life or the remaining term of the agreements,
generally ranging from 3 to 15 years. Additions and improvements are capitalized while routine repairs and maintenance are charged
to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed
from the accounts and the net amount less proceeds from disposal is charged or credited to other income or expense.
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Inventory
Inventory is valued
at the lower of cost or market. Cost is determined on 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. There
were no reserves for obsolete inventory as of October 31, 2012 and 2011.
Revenue
Recognition
The Company recognizes
revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can
be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is
fixed and determinable; and (4) collectability is reasonably assured. This occurs when the detector devices are shipped to customers
or dealers and distributors.
Recent Accounting Pronouncements
Note 2 to Accurate
Locators' financial statements for the years ended October 31, 2011 and 2012 sets forth certain accounting pronouncements
that are applicable to its financial statements.
Description of Property
Our principal
executive offices following the Closing are located at
3960 Howard Hughes Parkway Suite 500
Las
Vegas, NV 89169.
We also lease offices at 3400 Irvine Ave Newport Beach, CA 92660 for $825 per month with approximately
700 square feet of office space. Additionally, Accurate Locators subleases approximately 5,500 square feet of office space and
storage facilities at 1383 2
nd
St Gold Hill, Oregon 97525 and 850 square feet of office space at 3751 Seneca Ave., Pahrump,
NV 89048 from our Wayne Good, CEO. We will pay approximately $2,500 and $800 per month.  Our corporate telephone number is
(702) 990-3909.
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS REPORT BEFORE PURCHASING SHARES OF OUR COMMON STOCK.  INVESTING
IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  IF ANY OF THE FOLLOWING EVENTS OR OUTCOMES ACTUALLY OCCURS, OUR
BUSINESS OPERATING RESULTS AND FINANCIAL CONDITION WOULD LIKELY SUFFER. AS A RESULT, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO PURCHASE OUR COMMON STOCK.
Risks Relating to Our Business
We will continue
to need additional financing to carry out our business plan.
The net proceeds from the fundraising available
to fund our business will be reduced by the required payments and reimbursements to stockholders to whom we are indebted and other
transaction costs incurred by Accurate Locators.  Although we estimate that the net funds from the fundraising will be
sufficient to fund our planned activities for up to a year, we will need thereafter or sooner to obtain significant additional
funding successfully to continue our business.  Such additional funds may not be readily available or may not be available
on terms acceptable to us.
We have a
history of operating losses and there can be no assurance that we can achieve or maintain profitability.
We
have a history of operating losses and may not achieve or sustain profitability.  We cannot guarantee that we will become
profitable.  Even if we achieve profitability, given the competitive and evolving nature of the industry in which we
operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business,
including our ability to raise additional funds.
We
may not be able to effectively manage our growth.
Our strategy envisions growing our business.  We
plan to expand our technology, sales, administrative and marketing organizations.  Any growth in or expansion of our
business is likely to continue to place a strain on our management and administrative resources, infrastructure and systems.  As
with other growing businesses, we expect that we will need to further refine and expand our business development capabilities,
our systems and processes and our access to financing sources.  We also will need to hire, train, supervise and manage
new employees.  These processes are time consuming and expensive, will increase management responsibilities and will
divert management attention.  We cannot assure you that we will be able to:
-
expand our systems effectively or efficiently or in a timely manner;
-
allocate our human resources optimally;
-
meet our capital needs;
-
identify and hire qualified employees or retain valued employees; or
-
incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth.
Our inability or failure to manage our
growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial
condition.
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Mining operations
are hazardous, raise environmental concerns and raise insu
r
ance risks.
Mining operations are by their nature
subject to a variety of risks, such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals
and other hazards. Such occurrences may delay development or production, increase production costs or result in a liability. We
may not be able to insure fully or at all against such risks, due to political or other reasons, or we may decide not to take out
insurance against such risks as a result of high premiums or other reasons. We intend to conduct our business in a way that safeguards
public health and the environment and in compliance with applicable laws and regulations. Environmental hazards may exist on properties
in which we hold an interest which are unknown to us and may have been caused by prior owners. Changes to mining laws and regulations
could require additional capital expenditures and increase operating and/or reclamation costs. Although we are unable to predict
what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain mining
operations uneconomic.
Our
estimates of resources are subject to uncertainty.
Estimates of resources are subject to considerable uncertainty.
Such estimates are arrived at using standard acceptable geological techniques, and are based on the interpretations of geological
data obtained from drill holes and other sampling techniques. Engineers use feasibility studies to derive estimates of cash operating
costs based on anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore bodies,
expected recovery rates of metal from ore, comparable facility and operating costs and other factors. Actual cash operating costs
and economic returns on projects may differ significantly from the original estimates, primarily due to fluctuations in the current
prices of metal commodities extracted from the deposits, changes in fuel costs, labor rates, changes in permit requirements, and
unforeseen variations in the characteristics of the ore body. Due to the presence of these factors, there is no assurance that
any geological reports will accurately reflect actual quantities of gold, silver or other metals that can be economically processed
and mined by us.
If we are unable to obtain all of our
required governmental permits, our operations could be negatively impacted.
Our future operations, including exploration
and development activities, required permits from various governmental authorities. Such operations are and will be governed by
laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health,
waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance
that we will be able to acquire all required licenses or permits or to maintain continued operations at our properties.
We are subject
to numerous environmental and other regulatory requirements.
All phases of mining and exploration operations are subject
to governmental regulation including environmental regulation. Environmental legislation is becoming stricter, with increased fines
and penalties for non-compliance, more stringent environmental assessments of proposed projects and heightened responsibility for
companies and their officers, directors and employees. There can be no assurance that possible future changes in environmental
regulation will not adversely affect our operations. As well, environmental hazards may exist on a property in which we may hold
an interest that was  caused by previous or existing owners or operators of the properties and of which the Company is
not aware at present.
Competitors
have more resources.
The Company competes with other corporations that may have greater resources. Such corporations could
outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company's
operations.
Adverse effect of
fluctuating prices of precious metals.
The marketability of minerals, especially
the price of gold and silver are affected by numerous factors beyond the control of the entity involved in their mining and processing.
These factors include market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, import,
exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant
enough, reduce the profitability of the operation and threaten its continuation.
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Viability
of mining operation is price sensitive.
The potential for profitability of our gold and silver mining operations and the
value of our mining properties are directly related to the market price of gold and silver. The price of gold and silver may also
have a significant influence on the market price of our common stock. The market price of gold and silver historically has fluctuated
significantly and is affected by numerous factors beyond the control of any mining company. These factors include supply and demand
fundamentals, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies,
interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, global or regional political,
economic or banking crises, and a number of other factors. The selection of a property for exploration or development, the determination
to construct a mine and place it into production, and the dedication of funds necessary to achieve such purposes is decisions that
must be made long before the first revenues, if any, from production will be received. Price fluctuations between the time that
such decisions are made and the commencement of production can have a material adverse effect on the economics of a mine.
Lack of insurance.
Insurance against environmental risks, including potential liability for pollution or other hazards as a result of the disposal
of waste products occurring from exploration and production, has not been available generally in the mining industry. We have no
insurance coverage for most environmental risks. In the event of a problem, the payment of environmental liabilities and costs
would reduce the funds available to us for future operations. If we are unable to fund fully the cost of remedying an environmental
problem, we might be required to enter into an interim compliance measure pending completion of the required remedy.
Ownership
or title conflict.
There may be challenges to our title in the mining properties in which we hold material interests or
purchase in the future. If there are title defects with respect to any of our properties, we might be required to compensate other
persons or perhaps reduce our interest in the affected property. The validity of unpatented mineral claims is often uncertain and
may be contested by the federal government and other parties. The validity of an unpatented mineral claim, in terms of both its
location and its maintenance, depends on strict compliance with a complex body of federal and state statutory and decisional law.
Although we have attempted to acquire satisfactory title to our properties, we have not obtained title opinions or title insurance
with respect to the acquisition of the unpatented mineral claims. While we have no pending claims or litigation pending contesting
title to any of our properties, there is nothing to prevent parties from challenging our title to any of our properties. While
we believe we have satisfactory title to our properties, some risk exists that some titles may be defective or subject to challenge.
Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration
programs.
Technology
changes may make the products we are planning to bring to market obsolete.
We believe that the methods for detecting
various elements we intend to bring to market enjoy certain competitive advantages, including superior performance and cost-effectiveness.  Although
we are not aware of any other technologies currently being developed that would compete with the methods we intend to employ, there
can be no assurance that future developments in technology will not make our technology non-competitive or obsolete, or significantly
reduce our operating margins or the demand for our offerings, or otherwise negatively impact our profitability.
We may not
be able to protect our intellectual property.
We may be unable to obtain IP rights to effectively protect our
technology.  Patents and other proprietary rights are an important part of our business plans.  The ability
to compete effectively may be affected by the nature and breadth of our IP rights.  We intend to rely on a combination
of patents, trade secrets and licensing arrangements to protect our technology.  While we intend to defend against any
threats to our IP rights, there can be no assurance that any of our patents, patent applications, trade secrets, licenses or other
arrangements will adequately protect our interests.
Although we have
a pending patent application on file with the US Patent Office and expect to file various patents in the near future covering uses
of our technology or systems, we have not received, and may never receive, any patent protection for our technology or systems
in which we seek patent protection.  We cannot guarantee any particular result or decision by the U.S. Patent and Trademark
Office or a U.S. court of law, or by any patent office or court of any country in which we have sought patent protection.  If
we are unable to secure patent protection for our technology or systems, our revenue and earnings, financial condition, or results
of operations would be adversely affected.  There can also be no assurance that any patent issued to or licensed by us
in the future will not be challenged or circumvented by competitors, or that any patent issued to or licensed by us will be found
to be valid or be sufficiently broad to protect us and our technology.  A third party could also obtain a patent that
may require us to negotiate a license to conduct our business, and there can be no assurance that the required license would be
available on reasonable terms or at all.
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We do not warrant
any opinion as to patentability or validity of any pending patent application.  We do not warrant any opinion as to non-infringement
of any patent, trademark, or copyright by us or any of our affiliates, providers, or distributors.  Nor do we warrant
any opinion as to invalidity of any third-party patent or unpatentability of any third-party pending patent application.
We may also rely
on nondisclosure and non-competition agreements to protect portions of our technology.  There can be no assurance that
these agreements will not be breached, that we will have adequate remedies for any breach, that third parties will not otherwise
gain access to our trade secrets or proprietary knowledge, or that third parties will not independently develop the technology.
IP litigation
would be costly and could adversely impact our business operations
.  We may have to take legal action in the
future to protect our technology or to assert our IP rights against others.  Any legal action could be costly and time
consuming to us, and no assurances can be made that any action will be successful.  The invalidation of any patent or
IP rights that we may own, or an unsuccessful outcome in lawsuits to protect our technology, could have a material adverse effect
on our business, financial position, or results of operations.
We are operating
in a highly competitive industry.
We are involved in a highly competitive industry where we may compete with
numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and
personnel perhaps more qualified than we do.  There can be no assurance that we will be able to successfully compete
against these other entities.
Our
forecasts are highly speculative in nature and we cannot predict results in a development stage company with a high degree of accuracy.
Any
financial projections, especially those based on ventures with minimal operating history, are inherently subject to a high degree
of uncertainty, and their ultimate achievement depends on the timing and occurrence of a complex series of future events, both
internal and external to the enterprise.  There can be no assurance that potential revenues or expenses we project will,
in fact, be received or incurred.
We will be
subject to evolving and expensive corporate governance regulations and requirements.  Our failure to adequately adhere
to these requirements or the failure or circumvention of our controls and procedures could seriously harm our business.
As a publicly traded company, we are subject to various federal, state and other rules and regulations, including applicable
requirements of the Sarbanes-Oxley Act of 2002.  Compliance with these evolving regulations is costly and requires a
significant diversion of management time and attention, particularly with regard to our disclosure controls and procedures and
our internal control over financial reporting.  Our internal controls and procedures may not be able to prevent errors
or fraud in the future.  Faulty judgments, simple errors or mistakes, or the failure of our personnel to adhere to established
controls and procedures, may make it difficult for us to ensure that the objectives of the control system are met.  A
failure of our controls and procedures to detect other than inconsequential errors or fraud could seriously harm our business and
results of operations.
Our limited
senior management team size may hamper our ability to effectively manage a publicly traded company while developing our products
and harm our business.
Our management team has experience in the management of publicly traded companies and
complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis.  They
realize it will take significant resources to meet these requirements while simultaneously working on licensing, developing and
protecting our IP.  Our management will be required to design and implement appropriate programs and policies in responding
to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of
fines and penalties and harm our business.
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15
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Risks Related to our Common Stock
There is little
current trading of our shares.  Our stock price is likely to be highly volatile.
Although prices for
our shares of common stock are quoted on the OTCQB and OTCBB, there is little current trading and no assurance can be given that
an active public trading market will develop or, if developed, that it will be sustained.  The OTCQB and OTCBB are generally
regarded as a less efficient and less prestigious trading market than other national markets.  There is no assurance
if or when our common stock will be quoted on another more prestigious exchange or market.  The market price of our stock
is likely to be highly volatile because for some time there will likely be a thin trading market for the stock, which causes trades
of small blocks of stock to have a significant impact on the stock price.
Because our
common stock is likely to be considered a "penny stock," our trading will be subject to regulatory restrictions.
Our
common stock is currently, and in the near future will likely continue to be, considered a "penny stock."  The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks."  Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC,
which specifies information about penny stocks and the nature and significance of risks of the penny stock market.  The
broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer
and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in
the customer's account.  In addition, the penny stock rules require that, prior to a transaction in a penny stock
not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure
and other requirements may adversely affect the trading activity in the secondary market for our common stock.
Limited future
sales of our common stock in the public market could make it difficult to generate significant liquidity in our stock.
As
noted above, we will be obligated to file a registration statement with the SEC to cover resales of shares underlying the Notes
and Warrants issued to the Purchasers.  However, upon the effectiveness of this registration statement, most of the stock
covered under the registration may not be immediately available for trading.  Due to a limitation in the number of shares
traded on a regular basis, there may be significant swings in the bid and ask prices of our stock or there may not be any significant
volume of the stock available to trade.
We have not
paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited
to potential future appreciation on the value of our common stock.
We currently intend to retain any future earnings
to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.  Our
payment of any future dividends will be at the discretion of our board of directors after taking into account various factors,
including without limitation, our financial condition, operating results, cash needs, growth plans and the terms of any credit
agreements that we may be a party to at the time.  To the extent we do not pay dividends, our stock may be less valuable
because a return on investment will only occur if and to the extent our stock price appreciates, which may never occur.  In
addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment,
and if the price of our stock does not appreciate, then there will be no return on investment.  Investors seeking cash
dividends should not purchase our common stock.
Our officers,
directors and principal stockholders can exert significant influence over us and may make decisions that are not in the best interests
of all stockholders
.  Our officers, directors and principal stockholders (greater than 5% stockholders) collectively
own approximately 95% of our outstanding common stock, and approximately 58% of our fully-diluted common stock.  As a
result of such ownership and the Voting Agreement that is in place, these stockholders will be able to affect the outcome of, or
exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and
any change in control.  In particular, this concentration of ownership of our common stock could have the effect of delaying
or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain
control of us.  This, in turn, could have a negative effect on the market price of our common stock.  It could
also prevent our stockholders from realizing a premium over the market prices for their shares of common stock.  Moreover,
the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders,
and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.
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16
-
Anti-takeover
provisions may limit the ability of another party to acquire us, which could cause our stock price to decline.
Our
certificate of incorporation, as amended, our bylaws and Nevada law contain provisions that could discourage, delay or prevent
a third party from acquiring us, even if doing so may be beneficial to our stockholders.  In addition, these provisions
could limit the price investors would be willing to pay in the future for shares of our common stock.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth certain information regarding our common stock beneficially owned on June 13, 2013, prior to giving effect to the Closing,
for (i) each stockholder known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each of our executive
officers and directors, and (iii) all executive officers and directors as a group.  In general, a person is deemed to
be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security,
or the power to dispose or to direct the disposition of such security.  A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial ownership within 60 days, through the exercise of a warrant
or stock option, conversion of a convertible security or otherwise.  At June 13, 2013, immediately prior to the Closing,
1,583,970 shares of our common stock were outstanding.  Unless otherwise noted below the address of each person identified
is 1328 W. Balboa Blvd Suite C, Newport Beach, CA 92661.
Name and Address
Amount and Nature of
Beneficial Ownership
Percentage of Class (2)
Verdad Telecom, Inc. (1)
1328 W. Balboa Blvd.
Newport Beach, CA 92661
349,000
22%
Eric P. Stoppenhagen (1)
1328 W. Balboa Blvd. Suite C
Newport Beach, CA 92661
349,000
22%
All Directors and Officers as a Group
(1 individual)
349,000
22%
(1)
Eric Stoppenhagen has voting and investment control over the securities owned by Verdad Telecom, Inc. and therefore Eric Stoppenhagen may be deemed a beneficial owner of the 349,000 shares of common stock owned by Verdad Telecom, Inc.
The following table
sets forth certain information regarding our common stock beneficially owned on June 13, 2013, immediately following the Closing,
for (i) each stockholder known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each executive
officer and director, and (iii) all executive officers and directors as a group, on a pro forma basis to reflect the transactions
contemplated by the Merger Agreement.  For purposes of this table, shares not outstanding which are subject to issuance
on conversions of convertible securities, or exercises of warrants or stock options, that are held by one or more person(s) are
deemed to be outstanding for the purpose of computing the percentage(s) of outstanding shares beneficially owned by such person(s)
but are not deemed to be outstanding for the purpose of computing the percentage for any other person.  The table assumes
a total of 31,315,970 shares of our common stock outstanding as of June 13, 2013. Unless otherwise noted below the address of each
person identified is 1328 W. Balboa Blvd Suite C, Newport Beach, CA 92661.
Name and Address
Amount and Nature of
Beneficial Ownership
Percentage of Class (2)
Directors and Officers
Mark Flanagan
5,750,000
18.4%
Wayne Good
7,980,000
26.1%
Chas Radovich
10,032,000
26.8%
Eric P. Stoppenhagen
349,000
1.1%
All Directors and Officers as a Group
(4 individual)
22,659,000
72.4%
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17
-
Directors and Executive Officers, Promoters and Control
Persons
At the Closing, Eric Stoppenhagen shall
remain the sole director and we appointed the following persons as our executive officers.  All directors serve until
the next annual meeting of stockholders or until their successors are elected and qualified.  Officers are appointed
by the board of directors and their terms of office are, except to the extent governed by an employment contract, at the discretion
of the board of directors.
Name
Age
Position
Wayne Good (1)
67
Chief Executive Officer
Chas Radovich
53
President
Ken Bailey (1)
64
Chief Technology Officer
Mark Flanagan (1)
53
Vice President and Secretary
Eric Stoppenhagen (2)
39
Director and Chief Financial Officer
(1)
These persons were appointed to their respective positions effective May 13, 2010.
(2)
Mr. Stoppenhagen continued as our sole director following the Closing.
Wayne Good
,
CEO
Mr.
Good is the founder of Accurate Locators. He is a pioneer and industry thought leader in the research, development and marketing
of mining and underground detection equipment. Mr. Good is responsible for spear heading the continued vision and development
of the Company's mineral detection technology. He brings a wealth of mining detection experience to Gold Hill Resources.
During his leadership of Accurate Locators, Mr. Good was responsible for developing new mining detections products and amassing
a worldwide database of over 25,000+ customers. His field expertise and old-timer mining network lends him an innate ability to
locate viable ore deposits in the early phases of exploration where little money and time is expended.
Chas
Radovich,
President
Mr.
Radovich oversees the execution of the Company's business plan. He will be responsible for identifying potential acquisitions
and joint venture mining opportunities to the Company's Board of Directors. Prior to starting Gold Hill Resources, he was
President/CEO of Cobalis Corporation. This biotech company researched and developed an allergy prevention medicine called "Prehistin".
In 2011, Prehistin was voted product of the year in the cough, cold, sinus and allergy category by all major retailers. From its
inception, Chas raised over $25 million dollars to complete research and development including Phase III clinical trials in the
US and subsequently bringing their flagship allergy product to market.
Ken Bailey
, CTO
Ken Bailey is a twenty-five year serial inventor
with over 35 patents issued by the US Patent Office. During his career, Mr. Bailey has worked directly with other famous technology
inventors, while personally creating new technologies, inventions and related patents for a number of products and new technologies
that include electronic fingerprinting, credit card cellular phone, biometric identification technology, virtual reality games,
socialized networking, video data compression, and cable television equipment.
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18
-
Mr. Bailey started his career in 1970 with
Rockwell International where he held top-secret clearances for guided missile systems. He helped pioneer subscription television
and wireless cable in the United States and Australia, as well as the introduction of the first home satellite receiver in 1979.
Mr. Bailey and other colleagues along with Arthur C. Clark started the TVRO satellite users group in San Jose, California. During
this period, Mr. Bailey helped design and manufacture back yard satellite equipment with North American Satellite Systems. Mr.
Bailey has an earned degree in computer science from Ohio State University. He and has been a member of Institute of Electrical
and Electronics Engineers since 1978.
Mark
Flanagan, Executive Vice President
Mr. Flanagan is a twenty-five (25)
year veteran of the wireless industry. He was co-founder of Emida Technologies where he served as CEO/President through the end
2004. Emida was the first electronic transaction-processing network servicing the prepaid wireless industry here in the US and
abroad. He was also one of the founders of MAD Prepaid, which launched PrepaidWireless.com in 2006. He currently maintains an ownership
interest in the business. In June 2009, Mr. Flanagan co-founded Healthient, Inc. a publicly traded nutritional oriented snack
food company. He resigned from Healthient in March, 2011.
Eric Stoppenhagen, Director and CFO
Mr. Stoppenhagen has served as Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company since January 30, 2011. Mr. Stoppenhagen,
through his consulting company Venor, Inc., provides financial and management services from small to medium-sized companies that
either are public or desire to become public. Additionally, he maintains nonoperating blank check companies that are searching
for reverse merger candidates. He provides temporary CFO services to these companies, which includes transaction advice, preparation
of security filings and advice regarding compliance with corporate governance requirements. Mr. Stoppenhagen is a Certified Public
Accountant and holds a Juris Doctorate and Masters of Business Administration both from George Washington University. Additionally,
he holds a Bachelor of Science in Finance and a Bachelor of Science in Accounting both from Indiana University. Mr. Stoppenhagen
has more than ten years of financial experience having served in an executive capacity for several public and private companies,
including the following engagements.
June 2003 to May 2009 - Moqizone f/k/a Trestle
Holdings, Inc. f/k/a Sunland Entertainment f/k/a Harvey Entertainment.
Trestle Holdings – Mr. Stoppenhagen was
hired in 2003 as VP of Finance. From 2003 to 2006, Trestle Holdings had significant operations. Mr. Stoppenhagen's responsibilities
included but were not limited to business development, operations, legal, and accounting. In 2006, the assets and liabilities of
Trestle were sold to Clarient and subsequently sold to Zeiss Microscopes. At such time the Board of Directors of Trestle Holdings
asked Mr. Stoppenhagen to remain as an officer to assist with corporate compliance until such time as a merger candidate was found.
His sole compensation was consulting fees. He maintained no equity interest. Upon the reverse merger with Moqizone, Mr. Stoppenhagen
resigned. He received no bonus or equity interest as the result of such transaction. From 2006 to 2009, the company was a blank
check company.
2006 to 2010 Bioimagene – non public
– he worked as consultant on sales projects and for their sales distributor. Not involved with management or financial matters.
Sept 2007 to March 2010 - Atheronova,
Inc. f/k/a Trist Holdings, Inc. f/k/a Landbank Group, Inc.
Trist Holdings – In 2007, due to
the downturn in the real estate market it was no longer economical to pursue the current business. In September 2007, the Board
of Directors asked Mr. Stoppenhagen to maintain the public filings after the spinoff of the assets and liabilities. Mr. Stoppenhagen
received only consulting fees. He had no equity interest in the entity. Upon the reverse merger, Mr. Stoppenhagen resigned. He
received no bonus or equity interest as the result of such transaction. From 2007 to 2010, the company was a blank check company.
Dec 2007 to Present – Myskin, Inc.
–Advanced Skin Care business owned by Mr. Stoppenhagen's former spouse. He was a consultant to the company providing
accounting and finance services. No ownership. The company is not a blank check company.
Dec 2008 to Present - Smartag International,
Inc. f/k/a Art4Love, Inc. Consultant to the company providing accounting and finance services. No ownership. The company was a
blank check company from 2008 to present.
Jan 2009 to Feb 2010 – STW Resources
f/k/a Woozyfly, Inc. Blank check from Jan 2009 to Feb 2010 – He was a consultant to the company providing accounting and
finance services. No ownership. Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as
the result of such transaction. From 2009 to 2010, the company was a blank check company.
2009 to Present Amasys Corporation Consultant
to the company providing accounting and finance services. No ownership. The company is a blank check company.
April 2009 Getfugu, Inc. f/k/a Madero,
Inc. CFO for approximately 3 weeks. Resigned. No ownership. The company was not a blank check company during Mr. Stoppenhagen's
involvement.
June 2008 to Present - AuraSource, Inc.
f/k/a Mobile Nation Current CFO and director. Approximately 1% owner. The company was a blank check company prior to Mr. Stoppenhagen's
involvement.
February 2010 to March 2011 Phototron
Holdings f/k/a Catalyst Lighting Group, Inc. Consultant to the company providing accounting and finance services. No ownership.
Upon the reverse merger, Mr. Stoppenhagen resigned. He received no bonus or equity interest as the result of such transaction.
The company was a blank check company until 2011.
April 2010 to March 2011 – Mimvi,
Inc. f/k/a Fashion Net, Inc. CFO (resigned March 15, 2011). Ownership 700,000 shares and 1,750,000 options with strike price at
$.40. The company was a blank check company prior to Mr. Stoppenhagen's involvement.
July 2010 to March 2011 Mammatech Corp.
Purchased controlling share interest in July 2010 sold interest in March 2011. The company was not a blank check company.
October 2010 to Present DigiPath, Inc.
– Started the company as a digital pathology consulting company. Not blank check. Mr. Stoppenhagen owns approximately 94%
of the company.
Gold Hill Resources, Inc. – purchased
controlling interest in January 2011.
None of the newly
appointed officers or directors, nor any of their affiliates, beneficially owned any of our equity securities or rights to acquire
any of our securities prior to the Closing except for Mr. Stoppenhagen, and no such persons have been involved in any transaction
with us or any of our directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations
of the SEC, other than with respect to the transactions that have been described herein.  None of the newly appointed
officers and directors have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor
have they been a party to any judicial or administrative proceeding during the past ten years, except for matters that were dismissed
without sanction or settlement, that resulted in a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities
laws.
Until further determination
by the Board, the full Board of Directors will undertake the duties of the Audit Committee, Compensation Committee and Nominating
Committee of the Board of Directors.  We are not a "listed issuer" under SEC rules.  We believe
none of our directors are "independent" as that term is defined in Section 4200 of the Marketplace Rules as required
by the NASDAQ Stock Market.
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19
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DIRECTOR AND OFFICER COMPENSATION
The following table sets forth information
on the remuneration of our chief executive officer and our four most highly compensated executive officers who served as executive
officers at the end of December 31, 2012 and earned in excess of $100,000 per annum during any part of our last three fiscal years:
SUMMARY COMPENSATION TABLE
Name and Principal Position
(a)
Year
(b)
Salary
(c)
Bonus
(d)
Other Annual Compensation
(e)
Total Compensation
Eric Stoppenhagen,
President Chief Financial Officer, Secretary, and Director
2010
2011
2012
N/A
$48,000
$48,000
N/A
N/A
$0
N/A
N/A
$0
N/A
$48,000
$48,000
Total Compensation
(1 persons)
2010
2011
2012
N/A
$48,000
$48,000
N/A
N/A
$0
N/A
N/A
$0
N/A
$48,000
$48,000
Footnote:
On January 31, 2011,
the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which
the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company's
interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described
above.
Option Grants
We did not grant
options to our executive officers during 2012 or 2011.
Accurate Locators
did not grant options to its executive officers during 2012 and 2011.
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
We had no options
outstanding as of December 31, 2012.
Accurate Locators
had no options outstanding as of December 31, 2012.
Employment Contracts
On April 15, 2013,
the Company entered into a two year employment agreement with Chaslov Radovich, our President ("Radovich Agreement").
Under the Radovich Agreement, Mr. Radovich will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.
On April 10, 2013,
the Company entered into a two year employment agreement with Mark Flanagan, our Executive Vice President ("Flanagan Agreement").
Under the Flanagan Agreement, Mr. Flanagan will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.
On June 13, 2013,
the Company entered into a two year employment agreement with Wayne Good, our CEO ("Good Agreement"). Under the Good
Agreement, Mr. Good will be compensated $120,000 per year for his services. He is eligible for a bonus under a plan that has yet
to be determined.
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20
-
Indemnification of Directors and Executive Officers and
Limitation of Liability
We are a Nevada
corporation.  The Nevada General Corporation Law and certain provisions of our certificate of incorporation, as amended,
and bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities
which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained
herein, but this description is qualified in its entirety by reference to our certificate of incorporation, as amended, bylaws
and to the statutory provisions.
In general, any
officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person's actions were in good faith, were believed to be
in our best interest, and were not unlawful.  Unless such person is successful upon the merits in such an action, indemnification
may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of
the stockholders, that the applicable standard of conduct was met by the person to be indemnified.
The circumstances
under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth
above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection
with the defense or settlement of the action.  In such actions, the person to be indemnified must have acted in good
faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification
may also be granted pursuant to the terms of agreements which may be entered in the future or pursuant to a vote of stockholders
or directors.  The statutory provision cited above also grants us the power to purchase and maintain insurance which
protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such
a policy may be obtained by us.
We do not have any
indemnification agreements with any of our directors or executive officers.
A stockholder's
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions.  At present, there is no pending litigation or proceeding involving
any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Certain Relationships and Related Transactions.
Other than the transactions described
below, since January 1, 2009, there has not been, nor is there currently proposed, any transaction or series of similar transactions
to which we were or will be a party:
-
in which the amount involved exceeds $120,000;
and
-
in which any director, executive officer, other stockholders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
On January 31, 2011,
the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which
the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company's
interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of $4,000 in consideration of the services described
above.
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21
-
On September 18, 2012,
the Company entered into a Secured Promissory Note (the "Secured Note") and Security Agreement with Verdad Telecom,
Inc. ("Verdad"), which is owned by its president Eric Stoppenhagen. Under the terms of the Secured Note, Verdad, agreed
to consolidate $209,800 which consisted of an outstanding principal of $166,000 and unpaid interest of $43,800. This represented
the total amount of notes outstanding as of September 14, 2012. All advances shall be paid on or before December 31, 2012 and interest
shall accrue from the date of any advance on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the
rate of seven percent (7%) per annum, compounded annually. The Company's obligations under the Secured Note will accelerate,
upon written notice from Verdad, upon a bankruptcy event with respect to the Company, any default in the Company's payment
obligations or the Company's breach of any provision of any material agreement between the Company and Verdad. During the
quarter ended December 31, 2012, the Company paid $126,901 of the Secured Note. The balance of principal of the Secured Note at
December 31, 2012 is $82,899. The Secured Note is secured by all assets and rights of the Company. The total accrued interest as
of December 31, 2012 is $4,185.
On April
15, 2013, the Company entered into a two year employment agreement with Chaslov Radovich, our President ("Radovich Agreement").
Under the Radovich Agreement, Mr. Radovich will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.
On April 10, 2013,
the Company entered into a two year employment agreement with Mark Flanagan, our Executive Vice President ("Flanagan Agreement").
Under the Flanagan Agreement, Mr. Flanagan will be compensated $96,000 per year for his services. He is eligible for a bonus under
a plan that has yet to be determined.
On June 13, 2013,
the Company entered into a two year employment agreement with Wayne Good, our CEO ("Good Agreement"). Under the Good
Agreement, Mr. Good will be compensated $120,000 per year for his services. He is eligible for a bonus under a plan that has yet
to be determined.
Transfer Agent and Registrar
The transfer agent and registrar for
our common stock is
Interwest Transfer Company, Inc.
1981 Murray Holladay Road, Suite 100
Salt Lake City, UT 84117
Listing
Our common stock is currently quoted
on the OTCQB and OTCBB under the trading symbol "GULD"
Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
The following table sets forth, for the
fiscal quarters indicated, the high and low closing price for our common stock, as reported on the OTCBB.
Quarterly period
High
Low
Fiscal year ended December 31, 2011:
First Quarter
$
4.50
$
0.60
Second Quarter
$
2.50
$
1.00
Third Quarter
$
1.20
$
0.40
Fourth Quarter
$
1.90
$
0.15
Fiscal year ended December 31, 2012:
First Quarter
$
1.49
$
0.16
Second Quarter
$
1.40
$
0.30
Third Quarter
$
0.75
$
0.40
Fourth Quarter
$
0.75
$
0.25
Fiscal year ended December 31, 2013:
First Quarter
$
1.25
$
0.41
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22
-
Holders:
As of June 13, 2013, there
were approximately 24 holders of record of our Common Stock. There are currently 633,770 shares of common stock issued and outstanding
of which 284,770 shares of common stock could be sold under Rule 144.
Dividends:
Effective January 29, 2010
and as the Record Date of January 29, 2010, we paid a dividend of three new shares of our common stock for every four shares of
our common stock outstanding. That is, we issued seven (7) New Shares for every Three (3) Old Shares held as of the January 29,
2010 Record Date.
We have not paid any cash dividends to date,
and we have no intention of paying any cash dividends on our common stock in the foreseeable future. The declaration and payment
of dividends is subject to the discretion of our Board of Directors and to certain limitations imposed under the Nevada Statutes.
The timing, amount and form of dividends, if any, will depend on, among other things, our results of operation, financial condition,
cash requirements and other factors deemed relevant by our Board of Directors.
Split:
Effective November 7, 2012 we
consummated a reverse stock split of all the outstanding shares of the Company's common stock, par value $0.001 per share,
at an exchange ratio of one for one hundred (1:100).
Recent Sales of Unregistered Securities
Gold Hill Resources, Inc.
On June 4, 2013, the Company completed
a private placement offering to certain institutional and accredited investors ("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.
All of the shares of the Company's Common
Stock described above were issued with a restricted securities legend pursuant to reliance upon the claim of exemption provided
by Section 4(2) of the Securities Act of 1933. In each instance, the Company was assured that the investor: (a) was sophisticated
and experienced in business, financial, and tax matters; (b) received such disclosures such as the Company's business plan, financial
statements, stockholder information, together with copies of the Company's Articles of Incorporation, By-laws, and copies of the
minutes and actions of the Company's Board of Directors roughly equivalent to that found in a registration statement; (c) had full
and unrestricted access to the Company's books and records; (d) had a full and unrestricted opportunity to ask questions of the
Company's officers and directors and to receive answers to all such questions; (e) had a pre-existing business relationship with
one or more of the Company's officers and directors of sufficient scope and depth that allowed them to appreciate the background
and experience of the Company's management; and (f) understood that the securities acquired were "restricted securities"
and that they were issued to the investor for investment purposes only.
Further, we have relied upon the private
placement exemption from registration provided by Section 4(2) of the Securities Act 1933 as amended (the "Act"). The
shares and promissory notes described above were issued pursuant to Section 4(2) of the Act which exempts from registration transactions
by an issuer not involving a public offering as each person had a pre-existing relationship with one or more officers, directors,
and or key employees of the Company. This offering exemption is available to any issuer but prohibits general solicitation or advertising.
In addition, each purchaser received information regarding the Company that was substantially equivalent to that found in a registration
statement. Each prospective purchaser had full and unrestricted access to the Company, our books, and records, and the opportunity
to ask questions of our management and receive answers to their questions. Further, each purchaser gave us assurances that it was
experienced and sophisticated in making investments of this type and that they were able to make the investment decision and could
afford the total loss of their investment.
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23
-
In each instance, each of the share
purchasers had access to sufficient information regarding the Company so as to allow them to make an informed investment decision.
More specifically, each purchaser acknowledged that, among other things, the following:
1.
that they had the ability to bear the economic risks of investing in the shares of the Company;
2.
that they had sufficient knowledge in financial, business, or investment matters to evaluate the merits and risks of the investment;
3.
that they had a certain net worth sufficient to meet the suitability standards of the Company; and
4.
that the Company has made available to them, his counsel and his advisors, the opportunity to ask questions and that they have been given access to any information, documents, financial statements, books and records relative to the Company and an investment in the shares of the Company.
Accurate Locators
None
Principal Accountant Fees and Services
Anton & Chia, CPAs ("Anton"),
Accurate Locators' independent public accountants, billed Accurate Locators aggregate audit fees of approximately $30,000
for professional services rendered for the audit of its annual financial statements for the periods ended October 31, 2012 and
2011 and the review for the three months ended January 31, 2013 and 2012.
Wayne Good, Accurate Locators chief executive
officer and chief financial officer, was directly responsible for interviewing and retaining the independent accountant, considering
the accounting firm's independence and effectiveness, and pre-approving the engagement fees and other compensation to be
paid to, and the services to be conducted by, the independent accountant.  Accurate Locators' executive officer
did not delegate these responsibilities, and pre-approved 100% of the services described above.
Section 5 – Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosure set
forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
Reference is made to the disclosure set
forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.06
Change
in Shell Company Status
The Company has ceased being a shell
company as defined in Rule 12b-2. Reference is made to the disclosure set forth under Item 2.01 and 5.01 of this Current Report
on Form 8-K, which disclosure is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
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Item 9.01  Financial Statements and Exhibits.
(a)
Financial
statements of business acquired
.
The audited financial
statements of Accurate Locators for the fiscal years ended October 31, 2012 and 2011 are incorporated herein by reference to Exhibit
99.1 to this Current Report.  The unaudited financial statements of Accurate Locators for the three months ended January
31, 2013 and 2012 are incorporated herein by reference to Exhibit 99.2 to this Current Report.
(b)
Pro
forma financial information
.
The Registrant acquired
Accurate Locators in a merger in which Merger Corporation, an Oregon corporation and wholly-owned subsidiary of the company merged
with and into Accurate Locators, all holdings of Accurate Locators then outstanding shares for comparable securities of our company;
and approximately 95% of the beneficial ownership of our shares (on a fully-diluted basis) were owned by Accurate Locators'
former stockholders.  Additionally, Imaging Locators was contributed to the Registrant and is now a wholly-owned subsidiary.
Immediately prior to the Merger on June 13, 2013, we had no material operations, assets, or liabilities.  Accordingly,
for all meaningful purposes the Audited Financial Statements for Accurate Locators which are filed with this Current Report on
Form 8-K comprise our pro forma financials as well.  Preparation of independent, unaudited pro forma financials other
than the Financial Statements filed herewith would have imposed a substantial burden upon our company as the surviving entity at
this time without any meaningful additional disclosure.
(c)           Shell
company transactions.
Reference is made
to the disclosure set forth under Item 9.01(a) and 9.01(b) of this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.
(d)
Exhibits
.
See attached Exhibit Index.
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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.
Date:  June 13, 2013
By:
/s/ Wayne Good
Wayne Good
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
Description of Exhibit
2.1
Merger Agreement dated May 31, 2013.  Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2013.
10.1
Assignment and License Agreement dated May 31, 2013.  Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2013.
10.2
Employment Agreement of Wayne Good.
10.3
Employment Agreement of Mark Flanagan.
10.4
Employment Agreement of Chaslov Radovich. Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2013.
10.5
Secured Promissory Note dated September 18, 2012, among Verdad Telecom, Inc. and Gold Hill Resources, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012.
10.6
Security Agreement dated September 18, 2012, among Verdad Telecom, Inc. and Gold Hill Resources, Inc. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012.
21.1
Subsidiaries of the Registrant.
99.1
Combined Financial statements of Accurate Locators, Inc., an Oregon corporation, for the years ended October 31, 2012 and 2011.
99.2
Combined Financial statements of Accurate Locators, Inc., a Oregon corporation, for the three months ended January 31, 2013 and 2012.
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