SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ~~fiscal~~financial ~~year~~period ended ~~September~~December 3031 , 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~~December 3031, 2004: 5,~~293~~343,322 shares PART I ITEM 1. BUSINESS Results of Operations. Earnings and Cash Flows from Operating Activities. For the ~~quarter~~current ~~ending September 30~~quarter, ~~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~~prospect 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~~primary 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~~is ~~likely~~suspected ~~has~~to have a relationship to any gold deposition found in the overlying volcanics, ~~analagous~~analogous 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~~deposits 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~~425 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~~tests were 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~~Layton oil sand was encountered in the gas well at about ~~3100~~3,100 feet and has good development. A recent oil reserve study made of the Layton oil sand unit (~~1520~~1,520 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 no50,000 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~~fairpresentation ~~presentation~~ of the results for the interim periods have been reflected. Gold Hill Corporation Balance Sheet ~~September~~December 3031 , 2004 Current Assets BANK OF OKLAHOMA $ ~~125~~161,~~882~~271.0658 BANK OF OKLAHOMA $810,~~638~~622.8963 ARVEST MONEY MARKET $104,~~595~~980.1045 A/R - Stockholders 2,075.51 Paradise Valley Bond 4,309.00 Tonopah Gold Bond 942.00 Treasury Fund Account 101,~~197~~595.7356 ---------------------- Total Current Assets $ ~~347~~385,~~640~~796.2973 Fixed Assets FURNITURE AND FIXTURES $ 588.46 TANGIBLE EQUIPMENT 31,952.75 ACCUMULATED DEPRECIATION (32,091.21) West Star 1-6 $~~166~~176,951.00 Total Fixed Assets: $~~167~~177,401.00 -------------- Total Assets $ ~~515~~563,~~041~~197.2973 Current Liabilities: none Equity COMMON STOCK $ 1,~~006~~116,400.00 RETAINED EARNINGS (670,991.60) PAID-IN CAPITAL 247,904.00 Current Income (Loss) ( ~~128~~130,~~271~~114.1167) ---------------- Total Equity $ ~~515~~563,~~041~~197.2973 Total Liabilities and Equity $ ~~515~~563,~~041~~197.2973 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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