UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of APRIL, 2005.
Commission File Number: 0-30390
HILTON RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
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 of the
undersigned, thereunto duly authorized.
HILTON RESOURCES LTD
Date: April 30, 2005 /s/ Nick DeMare
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Nick DeMare,
President & CEO
HILTON RESOURCES LTD.
#1305 - 1090 West Georgia Street Vancouver, British Columbia, V6E 3V7
Phone: (604) 685-9316 Fax: (604) 683-1585
Website: www.hiltonresourcesltd.com
TSX Venture: HPM OTCBB: HPMOF
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NEWS RELEASE APRIL 29, 2005
3RD QUARTER RESULTS
VANCOUVER, CANADA - HILTON RESOURCES LTD. (TSXV-HPM AND OTCBB-HPMOF) Mr. Nick
DeMare, President, is pleased to provide the following third quarter results:
THREE MONTHS ENDED NINE MONTHS ENDED
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FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29,
2005 2004 2005 2004
$ $ $ $
EXPENSES
Accounting and administration 23,788 18,785 62,088 71,241
Depreciation 835 - 2,505 -
Investor relations 9,000 9,000 27,000 9,000
Legal 5,109 23,778 15,426 31,603
Office 1,875 673 7,459 10,050
Professional fees 37,010 72,036 44,242 108,575
Regulatory 950 6,715 6,213 13,711
Rent - - - 1,769
Shareholder costs 209 - 3,767 7,883
Stock-based compensation 70,963 154,000 135,663 154,000
Transfer agent 2,490 4,127 9,140 11,663
Travel 10,739 - 14,578 7,821
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162,968 289,114 328,081 427,316
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LOSS BEFORE OTHER ITEMS (162,968) (289,114) (328,081) (427,316)
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OTHER ITEMS
Interest and other income 617 2,945 7,455 18,282
Interest expense on debentures - (48,368) - (232,238)
Foreign exchange 9,599 (10,715) (7,210) (33,498)
Recoveries of expenses previously recorded
in prior year-end - - - 24,381
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10,216 (56,138) 245 (223,073)
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NET LOSS FOR THE PERIOD (152,752) (345,252) (327,836) (650,389)
DEFICIT - BEGINNING OF PERIOD (70,066,225) (69,613,883) (69,891,141) (69,308,746)
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DEFICIT - END OF PERIOD (70,218,977) (69,959,135) (70,218,977) (69,959,135)
============ ============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $(0.01) $(0.03) $(0.02) $(0.09)
============ ============ ============ ============
Hilton Resources Ltd. News Release
April 29, 2005 Page 2
RESULTS OF OPERATIONS
During the nine months ended February 28, 2005 ("2005") the Company recorded a
loss of $327,836 ($0.02 per share) compared to a loss of $650,389 ($0.09 per
share) for the nine months ended February 29, 2004 ("2004"). A portion of the
increase in loss in 2005 is attributed to the accounting of non-cash stock-based
compensation on granting of stock options. During 2005, the Company recorded a
non-cash compensation expense of $135,663 (2004 - $154,000) relating to stock
options granted.
Excluding the stock based compensation, general and administrative expenses of
$192,418 were reported in 2005, a decrease of $80,898, from $273,316 in 2004. In
general, costs decreased due mainly to the impact of reduced operations and
abandonment of petroleum and proprietary software program activities in 2004.
General and administrative costs in 2005 reflects the Company's current
operating levels. Specific expenses of note during 2005 and 2004 are as follows:
i) during 2005, the Company incurred accounting and
administrative fees of $62,088 (2004 - $71,241) provided by a
private company controlled by the current President of the
Company;
ii) during 2004, the Company incurred general and administrative
costs of $33,185 for the proprietary software program
activities, mainly in professional and legal fees to arm's
length parties. The Company abandoned this business segment in
August 2003.
iii) effective December 1, 2003, the Company resumed its investor
relations arrangement at a rate of $3,000 per month. A total
of $27,000 was paid in 2005.
During 2005, the Company sold 8,000 common shares of Halo Resources Ltd. for
$6,600, resulting in a gain of $5,880. The Company did not sell any marketable
securities in 2004.
During 2004, the Company recorded interest expense on debentures of $232,238.
The debentures were retired in January 2004.
During 2005, the Company spent $56,474 relating to acquisition costs and
$363,920 for exploration the detailed mapping and trenching program on the El
Nayar Project.
FINANCIAL CONDITION / CAPITAL RESOURCES
The Company's practice is to proceed with staged exploration, where each stage
is dependent on the successful results of the preceding stage. To date the
Company has not received any revenues from its mining activities and has relied
on equity financing to fund its commitments and discharge its liabilities as
they come due. In January 2005, the Company completed a non-brokered private
placement financing of 3,100,000 units for gross proceeds of $310,000. As of
February 28, 2005, the Company had a working capital of $313,811. Subsequent to
February 28, 2005, the Company completed the final tranche of the private
placement and issued 450,000 units for $45,000. The Company is currently
reviewing the results of the exploration program at El Nayar and determining the
next phase of exploration. No exploration budget has been determined. The
Company anticipates that it will have sufficient funds to complete this phase
and meet ongoing overhead expenditures. However, it may require additional
funding to meet future exploration programs and/or additional mineral property
acquisitions. If needed, the Company would be required to conduct additional
financings, however, there is no assurance that funding will be available on
terms acceptable to the Company or at all. If such funds cannot be secured, the
Company may be forced to curtail additional exploration efforts to a level for
which funding can be secured or relinquish certain of its properties.
Hilton Resources Ltd. News Release
April 29, 2005 Page 3
Hilton Resources Limited, incorporated in British Columbia, Canada, trades on
the TSX Venture Exchange under the symbol "HPM", and on the OTCBB under symbol
"HPMOF". The Company's directors are experienced in the resource sector and are
focused on enhancing shareholder value by expanding Hilton's assets in this
sector. Management aims to identify exploration projects of high merit, and
quickly complete confirmation exploration. This will enable the Company to
confirm the potential of a project and reach advanced project status by the most
cost effective means and in the shortest time possible.
INVESTOR INFORMATION CONTACT:
ON BEHALF OF THE BOARD Des O'Kell at 1-888-303-3361 or
email: des@elandjennings.com
/s/ NICK DEMARE
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Nick DeMare, President WEBSITE: WWW.HILTONRESOURCESLTD.COM
FORWARD LOOKING STATEMENTS
This Company Press Release contains certain "forward-looking" statements and
information relating to the Company that are based on the beliefs of the
Company's management as well as assumptions made by and information currently
available to the Company's management. Such statements reflect the current
risks, uncertainties and assumptions related to certain factors including,
without limitations, competitive factors, general economic conditions, customer
relations, relationships with vendors and strategic partners, the interest rate
environment, governmental regulation and supervision, seasonality, technological
change, changes in industry practices, and one-time events. Should any one or
more of these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially from those
described herein.
The TSX Venture Exchange has not reviewed and
does not accept responsibility for the adequacy or the
accuracy of this release.