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
June 30, 2005

Commission file number:
2-99518-D

Colorado
(State of incorporation)

74-2446999
(I.R.S. employer identification number)

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 (G) of the Act:
(Title of Each Class)
Common Stock, $0.002 Par Value

Name of each exchange on which registered: None

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,)
Yes X
and (2) has been subject to such filing requirements for the past 90 days.
No X

The number of shares of the common stock of the registrant outstanding as of June 30, 2005:

5,438,322 shares

PART I
ITEM 1. BUSINESS
Results of Operations: Earnings and Cash Flows from Operating Activities.

For the year ending June 30, 2005, Gold Hill Corporation ("the Company") realized a net loss which is detailed in the financial section of this report.

The net loss was due to exploration expenses related to the Tonopah - N. Goldfield gold prospect located in Nevada, and to the drilling and completion of the West Star 1-6 gas well located in Oklahoma.

Summary of Business this Year
ITEM 1: BUSINESS

Mineral Exploration.

During the year, the Company continued its search for gold deposits in Nevada, particularly in the Goldfield area, where it has 156 lode mining claims. The search also included the Goldfield-Tonopah area and a portion of the Walker Lane gold trend northwesterly to Gabbs, Nevada.

The Company also owns 108 mining claims along the northwest end of the Carlin gold trend northwesterly of the small community of Paradise Valley. The prospect was named Spring City Gold Prospect after the nearby long-abandoned small gold-silver camp of Spring City. This 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 range composed of late flow volcanics. Recent detection surveys and studies of the prospect indicate the estimated depth to expected mineralization could be considerably greater than earlier thought. Therefore, drilling will be delayed until more detailed work is done. Six preliminary drill holes had been permitted and bonded with the BLM.

North Goldfield Gold Prospect

Early in 2003, management completed its preliminary 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, 156 lode mining claims were staked to cover the anomaly.

The geology and ore deposits of Goldfield were extensively researched and studied to serve as a guide in exploring for similar deposits that might be present in the area. Gold was reportedly first discovered in 1902 at Goldfield and its heyday continued until about 1913. The mines produced 4-5 million ounces of gold averaging over 5 ounces per ton. Many of the mines shipped ores directly to the smelter as rich as 300-400 ounces per ton. One 50-ton boxcar shipment averaged 609 ounces of gold/ton. Ninety-five percent of all the gold mined at Goldfield was free gold, chiefly in quartz. Mining was through vertical shafts.

The company is searching for Goldfield-type deposits because it can be rapidly placed in production and at much less cost than the large open pit deposits that are more environmentally sensitive. Also, a Goldfield-type deposit can be highly profitable even in times of low gold prices. The Company's drilling to date has been encouraging in that it has resulted in the discovery of an epithermal vein system which is considered favorable for the occurrence of deposits similar to Goldfield.

The prospective anomaly on the North Goldfield prospect measures close to a mile in length and up to 500 ft wide in places, according to our surveys. The east side is bounded by a deep-seated crescent-shaped thrust fault along which altered alaskite is thought to occur. According to USGS Bulletin 66 by F. Ransome (1909), alaskite is a hydrothermally altered granite which is dike-like and found along the Goldfield gold deposits. The alaskite dikes at Goldfield are genetically related to the ore deposits and an underlying igneous intrusive structure. This is one of the key features in exploring for Goldfield-type ore deposits.

Drilling is planned for later in the year, depending upon the availability of a suitable drilling rig. Ten initial drill holes have been approved by the BLM (Bureau of Land Management).

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.

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 lines, and substantial oil reserves that may be recoverable by secondary recovery methods. The well was drilled to a depth of 4,000 feet and completed in the Calvin oil sand which was the main objective at about 3,860 ft. Initial production after a sand frac was about 700,000 cu ft of gas/day with small amounts of oil.

Management believes it to be an edge well close to a channel sand having greater porosity, permeability, and thickness. The Company expects to drill a test well soon where oil is the primary target rather than gas. The gas well has been producing steadily since the first of April at a little over 200,000 cfg/day. Since the gas has a high (22%) nitrogen content, the well is not producing at full capacity due to market conditions.

The Layton oil sand was encountered in the well at about 3,100 feet and had good development.

An oil reserve study made of the Layton oil sand unit (1,520 ac) indicates potentially recoverable oil reserves by improved waterflood methods to be over 4 million barrels, including perhaps as much as 1 million barrels recoverable by primary methods. The Layton oil zone was not adequately drained by previous production due to well spacing 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 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 80,000 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-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. All of Gold Hill's prospects are internally generated.

Regulation.

The domestic exploration for minerals, 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 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 prospecting, 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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual shareholder's meeting for the fiscal year ending June 30, 2005 was previously held by shareholders representing the majority of shares outstanding.

The present slate of officers were re-elected to serve for the upcoming year. They are:

Earl W. Smith (1) President and Director

T. J. Simek (2) Vice-President and Director

Paul W. Smith (3) Director

Susan Nash, Ph.D. (4) Secretary-Treasurer

(1) Earl W. Smith, President and Director: Mr. Smith has been actively involved in geological exploration and development since 1954, after receiving B.S. and M.S. degrees in Geology from the University of Oklahoma. He served as regional exploration geologist for Samedan Oil Corporation from 1954-1961. In addition to exploration geology in both mining and the oil industries, Mr. Smith possesses corporate management experience, serving as the president of Siskon Corporation, a public company engaged in mining exploration, from 1970-1981. Since 1981, he has been an independent geologist.

(2) T.J. Simek, Vice President and Director: Mr. Simek has been engaged in the oil and gas industry since 1959, gaining expertise in virtually every aspect of drilling and completion operations. In addition to field operations management, Mr. Simek is actively involved in land acquisition and leasing. Since 1978, Mr. Simek has served as the president of Simek Oil Properties, Inc., a private company engaged in oil drilling, completing, and producing.

(3) Paul W. Smith, Director: Mr. Smith has developed and supervised geological and geophysical field investigations for oil and gas, as well as gold exploration and development. Further, he has developed computer modeling programs that result in more accurate processing of gravity and magnetic data. While his degrees are in Geology (B.S. Oklahoma, 1982, M.S. Oklahoma, 1992), he has obtained additional training in geophysics, as well as valuable field experience, especially in the Nevada Basin and Range Province. In addition, he has managed oil and gas exploration and development programs, including the acquisition of existing production.

(4) Susan Nash, Ph.D. Secretary-Treasurer: Dr. Nash's academic credentials include a B.S. in Geology, an M.A. in English, and extensive graduate work in economics. She holds a Ph.D. from the University of Oklahoma. She has worked on projects relating to the petroleum industry and economic diversification in several countries, including Kazakhstan, Uzbekistan, Azerbaijan, Colombia, Venezuela, and other countries in South America.

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Markets for Common Stock.

The market for Gold Hill's Common Stock is inactive at the present time, but the Company will be seeking an over-the-counter or lesser market depending upon its asset growth. Alternatively, Gold Hill may seek an industry buyer or merger.

Private Placement.

The company is seeking to privately place shares of its restricted common stock at $1.00 per share. These units may only be offered and sold to those who meet the suitability standards for investment as expressed in an offering circular that accompanies the private placement memorandum.

Dividends.

Gold Hill paid no cash dividends during the fiscal year ended June 30, 2005. No dividends will be paid in the immediate future. All profits and proceeds are to be reinvested in the company. There is no open market for Gold Hill stock at this time, and none will be developed until conditions change to the satisfaction of management.

At June 30, 2005, 5,438,322 shares of common stock were outstanding. There are approximately 140 shareholders.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Gold Hill is considered a developing company, and management plans to obtain operating capital through joint ventures, geological consulting services, and private placements of restricted stock. The proceeds of private placements will be used to fund the acquisition of favorable oil and gas prospects and testing of its Nevada gold prospects.

Private Placement.

Further efforts will continue to make a private placement of restricted stock at $1.00 per share.

The company plans to maintain a minimum price for the private placement restricted stock at $1.00 per share for an additional six months, and that the effort would be extended for that time.
In the event of drilling successes, Gold Hill may continue to market restricted stock in a private placement at a higher price per share, depending upon market conditions. In line with its conservative policies, the management of Gold Hill will not market more stock than its immediate capital needs in order to keep the number of shares outstanding at a minimum.

Oil and Gas Leases.

Gold Hill is evaluating additional oil and gas prospects to lease in the forthcoming year.

Salaries and Operations Overhead.

It was agreed that Gold Hill will continue its policy of paying no salaries to its officers and directors, and that it will continue to use the offices of its directors rent-free.

Stock Options.

It was agreed that no stock options will be offered at this time.

ITEM 8:
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-K 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
June 30, 2005

Current Assets
BANK OF OKLAHOMA $ 272,785.69
BANK OF OKLAHOMA 3,625.44
ARVEST MONEY MARKET 106,080.18
A/R - Stockholders 2,075.51
Paradise Valley Bond 4,309.00
Tonopah Gold Bond 942.00
N. Goldfield Bond 1,041.00
Treasury Fund Account 102,639.75
----------------------

Total Current Assets $ 493,498.57

Fixed Assets
FURNITURE AND FIXTURES $ 588.46
WEST-STAR 1-6 186,951.00
TANGIBLE EQUIPMENT 31,952.75
ACCUMULATED DEPRECIATION (32,091.21)
--------------
Total Fixed Assets 187,401.00

Total Assets $ 680,899.57

Current Liabilities none
Equity

COMMON STOCK $ 1,246,400.00
RETAINED EARNINGS (670,991.60)
PAID-IN CAPITAL 247,904.00
Current Income (Loss) ( 142,412.83 )
----------------
Total Equity $ 680,899.57

Total Liabilities and Equity $ 680,899.57

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11. EXECUTIVE COMPENSATION

There were no salaries or other compensation paid to executives during the fiscal year ending June 30, 2005. The Company resolved to not pay salaries or compensation to executives during the upcoming year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Not applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Oil Creek Production, a privately-held corporation owned by Simek and Earl Smith, was the manager of the West Star 1-6 well through completion at cost. The well is now operated by West Star Producing Company. West Star Producing Company is wholly owned by director, Paul Smith. Mr. Earl Smith will retain a small royalty in the Nevada gold properties.

Management stock.

Part of Gold Hill's restricted stock is owned or controlled directly or indirectly by present management as follows:
Direct Indirect

T. J. Simek Director 810,235
Paul W. Smith Director 540,157
Earl W. Smith Director 1,080,394

Susan Nash secretary-treasurer
110,000 50,000

Total Direct shares: 110,000
Indirect shares: 2,480,786

Stock owned by management, acquired in the open market:

Direct Indirect

Susan Smith Nash
Secretary-Treasurer 1,000

Earl W. Smith Director 89,470

Stock Options.

The Company does not have a plan to grant any stock options to any of its officers or directors.

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-K