SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                FORM 12b-25

                        Notification of Late Filing

                     Commission File Number: 001-31547

(Check one)

      Form 10-K and Form 10-KSB " Form 11-K

x     Form 20-F Form 10-Q and Form 10-QSB "Form N-SAR

      For period ended June 30, 2006

      Transition Report on Form 10-K and Form 10-KSB

      Transition Report on Form 20-F

      Transition Report on Form 11-K

      Transition Report on Form 10-Q and Form 10-QSB

      Transition Report on Form N-SAR

    For the transition period ended _______________

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

    If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: __________



                                  PART I
                          REGISTRANT INFORMATION

Full name of registrant:  FOOTHILLS RESOURCES, INC.

Former name if applicable:  ___________________________________

Address of principal executive office (Street and Number):  4540 California
Avenue, Suite 550

City, State and Zip Code:  Bakersfield, California 93309




                                  PART II
                          RULE 12B-25(b) AND (c)

    If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

  x   (a)  The reasons described in reasonable detail in Part III of this
           form could not be eliminated without unreasonable effort or expense;

  x   (b)  The subject annual report, semi-annual report, transition
           report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR,
           or portion thereof, will be filed on or before the
           15th calendar day following the prescribed due date; or the subject
           quarterly report or transition report on Form 10-Q,
           10-QSB, or portion thereof will be filed on or before the fifth
           the prescribed due date; and

      (c)  The accountant's statement or other exhibit required by
           Rule 12b-25(c) has been attached if applicable.


                                 PART III
                                 NARRATIVE

    State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-
K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if
needed.)

The Company was unable to compile the necessary financial information
required to prepare a complete filing. Thus, the Company would be unable to
file the periodic report in a timely manner without unreasonable effort or
expense. The Company expects to file within the extension period.



                                  PART IV
                             OTHER INFORMATION

    (1) Name and telephone number of person to contact in regard to this
notification.


          W. Kirk Bosche      (661)           716-1320
              (Name)       (Area Code)   (Telephone Number)


    (2) Have all other periodic reports required under Section 13 or 15(d)
or the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period) that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).

                                                     x Yes     No

    (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?

                                                        Yes  x No





                         Foothills Resources, Inc.
               (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date: August 14, 2006        By: /s/ W. Kirk Bosche

                               W. Kirk Bosche
                               Chief Financial Officer