SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended Commission file number:

March 31, 2004 2-99518-D
Colorado 74-2446999
(State of incorporation)(I.R.S. employer identification number)
GOLD HILL CORPORATION
2233 West Lindsey
Suite 117
Norman, Oklahoma 73069
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code:
(405) 321-8371
Securities registered pursuant to Section 12 (B) of the Act:
Title of each class: None Name of each exchange
on which registered:
None
Securities registered pursuant to Section 12 (G) of the Act:
Common Stock, $0.002 Par Value (Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the Securities Exchange
Act of 1934 during the preceding 12 months (or shorter period that the
registrant was required to file such reports,) and (2) has been subject
to such filing requirements for the past 90 days.
___XXX_____ ____________
Yes No
The number of shares of the common stock of the registrant outstanding
as of March 31, 2004:
5,238,322 shares

PART I
ITEM 1. BUSINESS
Results of Operations.
Earnings and Cash Flows from Operating Activities.
For the quarter ending March 31, 2004, Gold Hill Corporation
("the Company") realized a net loss which is detailed
in the financial section of this report.
The decrease in earnings and cash flows
reported for the period was due,
primarily to expenses related to the Spring City
and Tonopah gold prospects located in Nevada.
Summary of Business this Quarter
ITEM 1: BUSINESS
Mineral Exploration.
During the year, the company continued its search
for gold prospects in northern Nevada along the famous
Carlin and Battle Mountain gold trends. Study is also
continuing of several past gold camps off-trend.
As previously reported, the Company conducted extensive
surveys over these gold trends using a proprietary detection
method referred to as the Frequency Analyzer which has
deep penetration capability as well as long-range detection.
The search resulted in locating a large gold-silver anomaly
on the northwest end of the Carlin gold trend in the pediment
about six to eight miles northeast of the small community of
Paradise Valley. The survey was
followed up by staking 108 lode mining claims on public lands
controlled by the Bureau of Land Management (BLM). The
prospect was named Spring City Gold Prospect, so-named for
the long-abandoned small gold-silver camp of Spring City
located 3 miles beyond the prospect in rugged mountain
terrain. Spring City is totally abandoned, population zero.
The gold anomaly on this prospect appears to be exceptionally
large with major potential in both gold and silver occurring in
meta-volcanics underlying alluvial fan sediments. Underlying
the volcanics are meta-sedimentary rocks which may also host ore
deposits at this prospect, similar to those found along the Carlin
and Battle Mountain gold trends.
The Spring City Gold Prospect is considered a high risk venture
because of its location in the pediment area in the range front
where there are no rock outcrops to study and where the prospect
is concealed beneath several hundred feet of barren alluvium eroded
off the adjoining mountain range composed of late flow volcanics.
From management’s studies, the anomaly is large and relatively
shallow. The Spring City district has attracted many companies
from time to time, including several majors such as Newmont and
Amax, but non has drilled in the pediment area. Depth to
Mineralization is estimated at approximately 650 ft.
Six preliminary drill holes have been permitted and bonded with
the BLM. Drilling is expected to commence by late spring or early
summer depending upon drill rig availability and favorable weather
conditions.
Early in 2003, management completed its exploration survey of
the Tonopah-Goldfield area in central Nevada searching for hidden
gold deposits around the famous gold-silver camps. A strong
anomaly was detected in the pediment area about 10-15 miles
north of the old gold mining camp of Goldfield in Esmeralda County.
Subsequently, 64 lode mining claims were staked to cover the anomaly.
Four preliminary drill holes were permitted and bonded with the BLM.
In early December, after waiting months for an available drill rig, two
of the permitted holes were drilled. The first drill hole encountered
an epithermal quartz vein, the host rock for the important gold-silver
deposits of the area. The hole was considered a geological success,
although the gold-silver values were only slightly anomalous. The
second drill hole missed the vein. However, from the results of hole
#1, management is very encouraged and is planning to secure permits
from the BLM to drill follow-up holes in an attempt to find ore deposits
in the vein zone. The prospect is considered shallow with depths under
300 feet to the top of the vein. Total drilling depths are expected
to be under 1,000 feet initially.
The price of gold has moved up substantially to more than $400 / ounce.
This is not high, but yet sufficient to inspire an increase in exploration
activity. The current market for a large deposit at economic depths is
excellent. In the event of a major discovery, the Company may
sell, merge, or joint venture with one of the major gold producers.
In order to have an independent opinion on the drilling results,
management employed consulting geologist, Bill Utterback, formerly
chief geologist for AMAX at their Sleeper mine for 8 years in Humboldt
Co., Nevada, to manage and evaluate the drill cuttings program of the
two holes drilled on this project. In his report, he states: “Several phases
of additional exploratory drilling are enthusiastically recommended to define
the epithermal vein zone discovered in hole GN-1. It is buried under 40 to
60 feet of alluvial fan gravel with no surface
indications of its presence. It
represents a totally “blind” new discovery
that may prove to be an
important new precious metals deposit.
The objective of the next phase
of drilling should be to define the lateral and
vertical extent of the
system and the location of potential ore zones.
This would require at
least 10,000 feet of additional drilling with a
minimum cost of $140,000.”
During March and April, 2004, management conducted
a grid survey of the North Goldfield property on
150 – 300 ft centers using its proprietary frequency
analyzer. This work resulted in detection and outline
of a large gold-silver structural anomaly in a
quartz epithermal vein system extending southerly
from Drillhole GN-1 (Goldfield North-1). Other
anomalies were also detected further south
suggesting that our prospect may be part of an
important trend of undiscovered gold deposits.
Subsequently, in late April, management staked an
additional large block of lode claims to cover
these newly-found anomalies. The local BLM office
at Tonopah has approved our plan to drill
eight new testholes. Drilling is expected
to commence in June, depending upon rig
availability.
ITEM 2: PROPERTIES
Oil and Gas Properties.
The Company is also continuing to focus efforts toward
oil and gas exploration. The Company is currently
participating with Oil Creek Production Company
in search of oil and gas prospects in east-central
Oklahoma where several prospects have been identified.
The prospects are considered “wildcat” plays with
significant potential, but as “wildcats” these prospects
should be considered high-risk.
The prospects currently under study have potential
Of 1 to 5 million barrels each, which if successful could
favorably impact the share value of Gold Hill stock.
At least one of these prospects is expected to be included
in a drilling program with the Nevada gold properties.
Gold Hill is presently in the process of acquiring from
West Star Producing Company, a 25 percent working interest
in the South Wanette Layton Oil Unit, which includes
1520 unitized acres, five stripper wells, a tank battery
and flow lines. The property is located south of the
small town of Wanette, Oklahoma. The acquisition includes
a wildcat well to be drilled to test the Calvin sand lying
untested 800 feet below the existing productive Layton
oil sand zone at a depth of 3,800 – 3,900 feet. The Calvin
sand is an excellent oil reservoir and could contain several
million barrels of oil under the unit acreage,
although it is considered high-risk – a wildcat. The test well
will pass through the Layton oil sand at about 3,100 feet.
A well completed in the Layton oil sand would be
considered developmental and low-risk, but moderate
potential. Management will operate the drilling and
completion of the test well at actual costs after which
West Star will continue as operator of the unit subject
to a standard operating agreement.
An oil reserve study made of the Layton Oil
sand unit (1,520 acres) indicates potentially
recoverable oil reserves by improved waterflood
methods to be over 2 million barrels.
Management believes that a well drilled at the
proposed location will encounter oil in the
Layton oil sand that has not been adequately
drained by the offsetting wells and could contain
substantial oil recoverable by primary methods.
Much larger prospects have been identified, even
in the giant class, located in other states, but they
are too costly for Gold Hill to participate in at this time.
However, Gold Hill will attempt to seek
joint venture partners.

ITEM 3: OPERATIONS
General Operations.
Gold Hill will continue its conservative policy of
avoiding debt and maintaining very low overhead
costs. No salaries will be paid or allowed to
accrue at this time. Gold Hill will not be
charged for the use of office space currently
provided by its principals.

Private Placement.
Gold Hill is continuing to make a private placement of
450,000 shares of its common stock in order to
finance a portion of the costs of the projects
described above. During this quarter, the Company
sold 153,000 shares at $1.00 per share.

Competition and Risks.
The business environment is very
competitive and there are a number of significant risks
associated with oil and gas, and mineral exploration and
production, including operations as well as exploration.
Gold Hill Corporation intends to seek high-risk, high-potential
prospects as well as lower-risk, lower-potential development ones.
However, the major effort will be towards wildcat prospects with
potential of 1,000,000 bbls or greater.
Regulation.
The domestic exploration for mineral, including oil and
gas is subject to various state and federal environmental
laws, rules, and regulations.
Operators in the industry are subject to the Clean Water Act and
damages which could arise out of environmental pollution.
Corporate History. Gold Hill Corporation is an exploration company
focused on large wildcat major oil, gas, and gold prospects, which if
successful will significantly impact upon the value of the Company's
stock. In addition to the Nevada Gold prospect, Gold Hill is active in
oil and gas exploration.
Although Gold Hill is a public company, it is considered to be a
developing company and its stock does not presently trade.
Management's policy is to withhold stock trading until an
important discovery is made.
Gold Hill's management is comprised of experienced and successful
explorationists who are qualified to carry forth the goals and
aspirations of the company. The primary goal of the company is to
discover a major deposit while avoiding debt. At the same time, the
company is focusing on retaining a large interest in each prospect so
that a discovery will have a dramatic impact on stock value to the
benefit of the shareholders.
Gold Hill's executive and operations offices are located in Oklahoma
at 2233 West Lindsey, Suite 117, Norman, Oklahoma 73069 (telephone
405-321-8371). Unless the context otherwise requires, the term "Gold
Hill" as used herein refers to Gold Hill Corporation.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report
thereon of Ron Kirkpatrick, C.P.A., are contained within this report.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q as prescribed
by the Securities and Exchange Commission. All material adjustments
which, in the opinion of Management, were necessary for a fair
presentation of the results for the interim periods have been reflected.
Gold Hill Corporation
Balance Sheet
March 31, 2004
Current Assets
BANK OF OKLAHOMA $ 384,589.58
BANK OF OKLAHOMA 4,956.80
ARVEST MONEY MARKET 104,130.25
A/R - Stockholders 2,075.51
Paradise Valley Bond 4,309.00
Tonopah Gold Bond 942.00
Treasuray Fund Account 100,552.62
----------------------

Total Current Assets $ 601,555.76
Fixed Assets
FURNITURE AND FIXTURES $ 588.46
TANGIBLE EQUIPMENT 31,952.75
ACCUMULATED DEPRECIATION (32,091.21)
--------------
Total Assets $ 602,005.76
Current Liabilities none
Equity
COMMON STOCK $ 1,011,400.00
RETAINED EARNINGS (579,158.34)
PAID-IN CAPITAL 247,904.00
Current Income (Loss) ( 78,139.90)
----------------
Total Equity $ 602,005.76
Total Liabilities and Equity $ 602,005.76
SIGNATURES
Pursuant to the requirements of Sections 13 and 14 (D) of the
Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on
its behalf of Undersigned, there unto duly authorized.
GOLD HILL CORPORATION

GOLD HILL CORPORATION 10-Q