SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KQ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30 , 2004 Commission file number: 2-99518-D State of incorporation: Colorado I.R.S. employer identification number: 74-2446999 GOLD HILL CORPORATION 2233 West Lindsey Suite 117 Norman, Oklahoma 73069 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 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. Yes: X The number of shares of the common stock of the registrant outstanding as of September 30, 2004: 5,293,322 shares PART I ITEM 1. BUSINESS Results of Operations. Earnings and Cash Flows from Operating Activities. For the quarter ending September 30, 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 Tonopah gold prospects located in Nevada. Mineral Exploration. During the year, the Company continued its search for gold in Nevada. Currently, it holds lode mining claims on two large prospects. One is located along the northwest end of the Carlin gold trend east of Paradise Valley in the pediment area about 3 miles from the old abandoned gold-silver camp of Spring City. Here, the Company holds 108 lode mining claims covering the prospect, which is expected to be tested by drill during the drill season in 2005. The prmary target is disseminated gold in sedimentary rocks similar in occurrence to deposits found along the Carlin trend. Six holes have been bonded with the BLM. The other prospect is located about 10 miles north of Goldfield, Nevada, in pediments. Here the Company holds 156 lode mining claims. To date, 13 shallow test holes have been drilled. The holes encountered an epithermal vein system but only anomalous gold was found. Since then, the Company conducted a detailed grid line study of the area to evaluate the drilling plus other ground located directly to the south. A large altered intrusive granite structure was detected at depth which most likely has a relationship to any gold deposition found in the overlying volcanics, analagous to the gold deposits of Goldfield to the south. The structure is located about 3/4 miles south of the drilled area. The rich gold deposits of Goldfield were found in volcanics directly above highly altered Alaskite within the underlying granite structure. Altered Alaskite at the subject prospect appears to be much more extensive than at Goldfield, suggesting the presence of important ore depsits is very promising. This particular Alaskite which is hydrothermally altered granite is found in outcrop on Columbia Mountain, associated with gold vein deposits. Drilling is expected to commence in late Spring, depending upon drill hole bonding with the Bureau of Land Management (BLM), weather conditions, and drill rig availability. Top of mineralization is expected to be relatively shallow, ranging in depth from about 250-600 feet. The price of gold is currently around $440 per ounce, which has inspired a significant amount of gold exploration. The result has been a shortage of drill rigs. The current market for a large gold 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. 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. In May 2004, Gold Hill participated in a well with West Star Producing Company to earn a 25% working interest in the South Wanette Layton Oil Unit, which includes 1520 unitized acres, five stripper wells, a tank battery, and flow line. The well was drilled to a depth of 4,000 feet and completed in the Calvin sand, which was the main objective at about 3,865 feet. The well was completed as a gas well with small amounts of condensate. Initial production was approximately 770,000 cu ft of gas/day. Management believes it to be on the edge of a channel sand which is projected to contain a large amount of oil. The Company expects to participate in a new well to be drilled in the channel for oil, and may increase its ownership in the field. The gas well is presently shut in, waiting on a gas contract. The Layotn oil sand was encountered in the gas well at about 3100 feet and has good development. A recent oil reserve study made of the Layton oil sand unit (1520 ac) indicates potentially recoverable oil reserves by improved water flood methods to be from 2-6 million barrels, including perhaps as much as 1-2 million barrels recoverable by primary methods. The Layton oil zone has not been adequately drained by previous production due to well spacing, paraffin blockage, and failed waterflood attempts. Management will operate the well through completion after which West Star will continue as operator of the unit. Development of the Layton and Calvin zones will be pursued by subsequent drilling. 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 its common stock in order to finance a portion of the costs of the projects described above. During this quarter, the Company sold no shares. 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 prospects, 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 September 30, 2004 Current Assets BANK OF OKLAHOMA $ 125,882.06 BANK OF OKLAHOMA $8,638.89 ARVEST MONEY MARKET 104,595.10 A/R - Stockholders 2,075.51 Paradise Valley Bond 4,309.00 Tonopah Gold Bond 942.00 Treasury Fund Account 101,197.73 ---------------------- Total Current Assets $ 347,640.29 Fixed Assets FURNITURE AND FIXTURES $ 588.46 TANGIBLE EQUIPMENT 31,952.75 ACCUMULATED DEPRECIATION (32,091.21) West Star 1-6 $166,951.00 Total Fixed Assets: $167,401.00 -------------- Total Assets $ 515,041.29 Current Liabilities: none Equity COMMON STOCK $ 1,006,400.00 RETAINED EARNINGS (670,991.60) PAID-IN CAPITAL 247,904.00 Current Income (Loss) ( 128,271.11) ---------------- Total Equity $ 515,041.29 Total Liabilities and Equity $ 515,041.29 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

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

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