~~FORM~~SECURITIES ~~10-K ANNUAL~~AND ~~REPORT~~EXCHANGE ~~PURSUANT TO SECTION 13 OR 15(d) OF~~COMMISSION ~~THE~~Washington, ~~SECURITIES~~D.C. ~~EXCHANGE ACT OF 1934~~20549

~~For~~FORM ~~the fiscal year ended June 30, 2005~~10-K

~~Commission~~ANNUAL ~~file~~REPORT ~~number:~~PURSUANT TO SECTION 13 OR 15(d) ~~2-99518-D~~OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

June 30, 2007

Commission file number:

2-99518-D

Colorado
(State of incorporation)

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

~~GOLD~~(I.R.S. ~~HILL~~employer ~~CORPORATION 2233~~identification ~~West Lindsey Suite 117 Norman, Oklahoma 73069~~number)

~~Registrant's~~ GOLD ~~telephone~~HILL ~~number,~~CORPORATION ~~including~~2233 ~~area~~West ~~code:~~Lindsey ~~(405)~~Suite ~~321-8371~~117 Norman, Oklahoma 73069 ~~Securities~~ Registrant's ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section~~area ~~12 (G) of the Act~~code: (~~Title of Each Class~~405) ~~Common~~ ~~Stock, $0.002 Par Value~~ 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~~(1) ~~shares~~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,)

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

~~For~~and ~~the~~(2) ~~year~~has ~~ending~~been ~~June 30,~~subject ~~2005,~~to ~~Gold~~such ~~Hill~~filing ~~Corporation ("the Company") realized a net loss~~requirements ~~which~~for ~~is detailed in~~ the ~~financial~~past ~~section~~90 ~~of this report~~days.

~~The~~No ~~net loss was due to~~X ~~exploration expenses related to the Tonopah - N. Goldfield gold prospect located~~ inThe ~~Nevada,~~number ~~and~~of toshares of the ~~drilling~~common ~~and~~stock ~~completion~~ of the ~~West~~registrant ~~Star~~outstanding ~~1-6~~as ~~gas well located in Oklahoma. Summary~~ of ~~Business this Year~~ ~~ITEM~~June 1:30, ~~BUSINESS~~2007:

5,835,822 shares

PART I
ITEM 1. BUSINESS

Results of Operations: Earnings and Cash Flows from Operating Activities.

For the year ending June 30, 2007, Gold Hill Corporation ("the Company") realized a net gain of $190,296.

Summary of Business this Year
ITEM 1: BUSINESS

Mineral Exploration.

During the year, the Company continued its search for gold ~~deposits~~ in Nevada, ~~particularly~~primarily in the north Goldfield area, where it has 156 lode mining claims covering about 3,000 acres. The ~~search~~Company also ~~included~~conducted ~~the Goldfield-Tonopah~~reconnaissance ~~area~~exploration ~~and~~along a portion of the Walker Lane gold trend northwesterly to Gabbs, Nevada, and also along the Goldfield-Round Mountain trend in Big Smokey Valley, Nevada.

~~The~~As ~~Company~~previously ~~also~~mentioned, ~~owns~~Company ~~108 mining~~abandoned ~~claims along the northwest end of the Carlin gold trend northwesterly~~its ~~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~~Humboldt ~~pediment~~County. ~~area~~Continued ingeological ~~the~~studies ~~range front where there are no rock outcrops to study~~ and ~~where the prospect is concealed beneath several hundred feet of barren~~detection ~~alluvium~~surveys ~~eroded~~indicated ~~off~~ the ~~adjoining~~gold ~~range~~potential ~~composed~~to ofbe ~~late~~too ~~flow~~small ~~volcanics. Recent detection surveys~~ and ~~studies~~much oftoo ~~the~~deep ~~prospect~~and ~~indicate the estimated depth to~~expensive ~~expected~~to ~~mineralization could~~ be ~~considerably greater than earlier thought~~economic. ~~Therefore,~~ ~~drilling~~The Company will befocus ~~delayed~~on ~~until~~its ~~more~~Goldfield ~~detailed~~gold ~~work is done~~prospect. ~~Six preliminary drill holes had been permitted and bonded with the BLM.~~

North Goldfield Gold Prospect

~~Early~~In inreview during 2003, management completed an ~~completed~~extensive ~~its~~study ~~preliminary~~of ~~exploration~~the ~~survey~~geology and ore deposits of the ~~Tonopah-Goldfield~~famous ~~area~~old ingold mining ~~central~~camp of Goldfield, Nevada. ~~searching~~The ~~for~~study ~~hidden~~served ~~gold~~as a guide in search of similar type deposits ~~around~~that may be concealed beneath alluvium in the ~~famous~~area. ~~gold-silver~~Subsequent ~~camps.~~exploration Aled ~~strong~~to ~~anomaly~~the ~~was~~staking ~~detected~~of 156 lode claims (about 3,000 acres) in the pediment ~~area~~ about 10-15 miles north of ~~the~~Goldfield. ~~old~~Late ~~gold~~that ~~mining~~year ~~camp~~two preliminary holes were drilled, one of ~~Goldfield~~which resulted in ~~Esmeralda~~the ~~County.~~discovery ~~Subsequently~~of an epithermal type vein system, although gold values were only slightly anomalous. During ~~156~~the ~~lode~~following ~~mining~~summer ~~claims~~in 2004, eleven more holes were ~~staked~~drilled toin ~~cover~~the immediate area with the ~~anomaly~~same results.

~~The~~Then, ~~geology~~during ~~and~~late ~~ore~~2005, ~~deposits~~exploration drilling ofstepped ~~Goldfield~~out ~~were~~to ~~extensively~~the ~~researched~~south ~~and~~where ~~studied~~seven tomore ~~serve~~holes aswere adrilled. ~~guide~~Epithermal invein ~~exploring~~quartz ~~for~~was ~~similar~~not ~~deposits~~encountered ~~that~~but ~~might~~all bethe ~~present~~holes were in ~~the~~a ~~area.~~rhyodacite ~~Gold was reportedly~~intrusive ~~first~~which ~~discovered in 1902~~ at Goldfield ~~and~~bordered ~~its~~the ~~heyday~~rich ~~continued~~gold ~~until~~veins ~~about~~bordering ~~1913~~deep-seated faulting. ~~The~~During ~~mines~~early ~~produced~~2006, ~~4-5~~the ~~million~~prospect ~~ounces~~was ofre-studied, ~~gold~~leading ~~averaging~~to ~~over~~the 5drilling ~~ounces~~of ~~per ton.~~a ~~Many~~hole ofduring the ~~mines~~month ~~shipped~~of ~~ores~~February ~~directly~~2007. toThis ~~the~~hole ~~smelter~~encountered asstrong ~~rich as 300-400 ounces~~alteration ~~per~~with ~~ton.~~some ~~One~~vein ~~50-ton~~quartz, ~~boxcar~~but ~~shipment~~only ~~averaged~~trace ~~609~~amounts ~~ounces~~ of gold~~/ton~~. ~~Ninety-five percent~~The ofdrill ~~all~~cuttings ~~the~~were assayed ~~gold~~for ~~mined~~indicator ator ~~Goldfield~~pathfinder ~~was~~minerals, ~~free~~the ~~gold,~~results ~~chiefly~~of inwhich ~~quartz.~~were encouraging ~~Mining~~and ~~was~~suggested ~~through~~that ~~vertical~~more ~~shafts~~exploration was warranted.

~~The~~During ~~company~~the issummer ~~searching for~~months ~~Goldfield-type~~of ~~deposits~~2007, ~~because~~the itarea ~~can be rapidly placed in production and~~was atintensively ~~much~~studied ~~less~~and ~~cost~~surveyed, ~~than~~resulting ~~the~~in a large ~~open~~prospective ~~pit~~anomaly ~~deposits that are more environmentally~~located ~~sensitive.~~a ~~Also,~~short adistance ~~Goldfield-type~~north ~~deposit~~of ~~can~~the beoriginal ~~highly~~No. ~~profitable~~1 ~~even~~drill inhole ~~times~~where epithermal vein ofquartz ~~low~~was ~~gold prices~~discovered. ~~The~~Management ~~Company's~~believes ~~drilling~~that toif ~~date~~gold ~~has~~is ~~been~~discovered, ~~encouraging~~it ~~in that~~will itbe ~~has~~shallow ~~resulted~~because ina ~~the~~gold ~~discovery~~placer oftrail anis ~~epithermal~~detectable ~~vein~~from ~~system~~the ~~which~~prospect ~~is considered~~leading ~~favorable~~westward ~~for~~towards ~~the~~Alkali ~~occurrence of deposits similar to Goldfield~~Flats.

The ~~prospective~~Company ~~anomaly on~~is ~~the~~searching ~~North~~for Goldfield-type ~~prospect~~deposits because ~~measures~~they ~~close~~are torich aand ~~mile~~they can be placed in ~~length~~production ~~and~~in upless totime and ~~500~~at ftmuch ~~wide~~less incost ~~places,~~than ~~according~~the tolarge ~~our~~open ~~surveys.~~pit ~~The~~deposits ~~east~~that ~~side~~are ismore ~~bounded by~~environmentally asensitive. ~~deep~~Goldfield-~~seated~~type ~~crescent-shaped~~deposits ~~thrust~~can ~~fault~~be ~~along~~highly ~~which~~profitable ~~altered~~even ~~alaskite~~in istimes ~~thought~~of tolow ~~occur~~gold prices. ~~According~~The toGoldfield ~~USGS~~deposits, ~~Bulletin~~discovered 66in ~~by F. Ransome (1909)~~1902, ~~alaskite~~were isof avery high ~~hydrothermally~~grade ~~altered~~averaging ~~granite~~over ~~which~~5 isounces ~~dike-like~~per ~~and~~ton. ~~found~~Many ~~along~~of the ~~Goldfield~~mines shipped ores directly ~~gold~~to ~~deposits.~~the ~~The~~smelter ~~alaskite~~as ~~dikes~~rich atas ~~Goldfield~~300-400 ~~are~~ounces ~~genetically~~per ~~related~~ton. toNinety-five ~~the~~percent of all ~~ore~~the ~~deposits~~gold ~~and~~mined anat ~~underlying~~Goldfield ~~igneous~~was ~~intrusive~~free ~~structure.~~gold, ~~This~~chiefly isin ~~one~~quartz. ofGoldfield ~~the~~reportedly ~~key~~produced ~~features~~about in4-1/2 ~~exploring~~million ~~for~~ounces ~~Goldfield-type~~of ~~ore deposits~~gold.

~~Drilling~~In isthe ~~planned~~event ~~for~~of an important gold discovery, ~~later~~it inis the ~~year,~~intent ~~depending~~of ~~upon~~management ~~the~~to ~~availability~~seek ofout a ~~suitable~~joint ~~drilling~~venture ~~rig~~industry partner. ~~Ten~~The ~~initial~~demand ~~drill~~for ~~holes~~a ~~have~~new ~~been~~gold ~~approved~~deposit bydiscovery ~~the~~is ~~BLM~~high ~~(Bureau~~because ofmost ~~Land~~companies ~~Management)~~have been rapidly depleting their reserves each year.

The price of gold, which is presently $670 per ounce, has inspired a significant amount of exploration. This, in turn, has caused a shortage of drill rigs and higher costs of exploration.

Management is presently seeking a drill rig, but one may not be available until after the drilling season or until winter weather sets in.

ITEM 2: PROPERTIES

Oil and Gas Properties.

The Company is also continuing to focus ~~efforts~~its 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 and northern Oklahoma, and in North Texas. The prospects currently under study in Oklahoma ~~where~~have ~~several~~the ~~prospects~~potential of 1-10 million barrels each, while those in North Texas have ~~been~~greater ~~identified~~potential. The prospects are considered " wildcat" plays with significant potential, but as "wildcats" these prospects should be considered high- risk. The Company is planning to participate in a large oil and gas prospect currently being assembled in northern Oklahoma.

~~The~~In ~~prospects~~May ~~currently~~2004, the Company participated with West ~~under~~Star ~~study~~Company ~~have~~to ~~potential~~earn ofa 125 topercent 5working ~~million~~interest ~~barrels~~in ~~each~~the South Wanette Layton oil unit, which ifincluded ~~successful~~1520 unitized acres, four stripper wells, a salt water ~~could~~disposal ~~favorably~~well, ~~impact~~a tank battery, flow lines, and substantial oil reserves in the Layton ~~share~~sand ~~value~~that may be recovered by improved secondary recovery methods. The well was drilled to a depth of ~~Gold~~4,000 ~~Hill~~feet ~~stock~~and completed in the Calvin sand which was the main objective at about 3,860 ft. Initial production after a sand frac was about 700,000 cfg/day. Management believes it to be an edge well in a channel sand that may have greater porosity, permeability, and thickness. Since the gas has a high (22 percent) nitrogen content and is penalized, the well is not producing at full capacity. The well has been averaging about 220,000 cfg/dday.

InThe ~~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~~sand ~~may~~was beencountered ~~recoverable~~in bythe ~~secondary recovery methods. The~~ well ~~was drilled~~ toat aabout ~~depth of 4~~3,000 feet and ~~completed~~has ingood ~~the~~development. ~~Calvin~~It ~~oil~~will ~~sand~~be ~~which~~perforated ~~was~~for ~~the~~production ~~main objective~~ at ~~about~~a ~~3,860~~later ~~ft.~~date ~~Initial production~~ after athe ~~sand frac was about 700,000 cu ft of~~ gas~~/day~~ ~~with~~has ~~small~~been ~~amounts of oil~~depleted.

~~Management~~The ~~believes~~Company ithas ~~to be~~been anplanning ~~edge well close~~ to adrill ~~channel sand having greater porosity, permeability,~~another ~~and~~well ~~thickness.~~but ~~The~~at ~~Company expects to drill~~ a ~~test~~later ~~well~~date. ~~soon~~Meanwhile ~~where oil is~~ the ~~primary~~ ~~target~~company ~~rather~~may ~~than~~participate ~~gas.~~in ~~The gas well has been producing steadily since~~completion ~~the first~~ of ~~April at~~ a ~~little~~salt ~~over~~water ~~200,000~~disposal ~~cfg/day.~~well ~~Since~~in the ~~gas has a high (22%) nitrogen content, the well is not producing at full capacity due to market conditions~~unit.

~~The~~In ~~Layton~~the previous year, the Company received $59,231 in oil ~~sand~~and ~~was~~gas revenues from the unit. During the year that ended June 30, 2007, ~~encountered~~the Company received $153,866 in oil and gas revenues from the ~~well~~unit, atplus ~~about~~$157,500 for 3some of its deep rights. Gold Hill ownership in the South Wanette Unit is 75 percent,~~100~~ ~~feet~~while ~~and~~its ~~had~~operating ~~good~~partner, ~~development~~West Star, owns a 25 percent interest. An important Calvin oil prospect may be present to the south of the #1-6 gas well on the unit acreage. It is the intent of both parties to drill this prospect as soon as possible, but we believe by waiting we may be able to secure bottom hole monetary support from the offset lease owners.

AnThe ~~oil~~current ~~reserve~~price ~~study made~~ of ~~the Layton~~ oil ~~sand unit (1~~,~~520~~ ~~ac)~~which ~~indicates~~is ~~potentially~~above ~~recoverable oil~~$70/bbl ~~reserves~~has byinspired ~~improved~~a ~~waterflood~~great ~~methods~~deal toof beexploration, ~~over~~but 4it ~~million~~has ~~barrels,~~also ~~including perhaps~~resulted asin ~~much~~a asshortage of 1drill ~~million~~rigs ~~barrels~~and ~~recoverable~~much byhigher ~~primary~~exploration ~~methods~~costs. ~~The~~Drilling ~~Layton~~and third-party services ~~oil~~have ~~zone~~more ~~was~~than ~~not~~doubled ~~adequately~~in ~~drained~~the bypast ~~previous~~two ~~production~~years. ~~due~~Costs toof ~~well~~oil ~~spacing~~and gas leases have ~~and~~also ~~failed~~risen ~~waterflood~~in ~~attempts~~a similar manner.

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.~~

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 president.

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.~~

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~~Gold ~~Company's~~ Hill 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~~2007 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 ~~and~~ extensive graduate work in economics. She holds a Ph.D. from the University of Oklahoma. She has worked on projects relating to ~~the~~mathematical ~~petroleum~~modeling ~~industry and~~to ~~economic~~optimize ~~diversification~~exploration ~~in several countries, including Kazakhstan, Uzbekistan, Azerbaijan, Colombia, Venezuela,~~ and ~~other~~development ~~countries in South America~~efforts.

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

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 or more. 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 ~~placement~~ memorandum.

Dividends.

Gold Hill paid no cash dividends during the fiscal year ended June 30, ~~2005~~2007. 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~~2007, 5,~~438~~835,~~322~~ 822 shares of common stock were outstanding. There are approximately 140 shareholders. Computershare in Denver, Colorado, is the Gold Hill transfer agent.

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. or more.

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~~

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~~Balance 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 $ 493,498.57Sheet

~~Fixed~~June ~~Assets FURNITURE AND FIXTURES $ 588.46 WEST-STAR 1-6 186~~30,~~951.00 TANGIBLE~~ ~~EQUIPMENT 31,952.75 ACCUMULATED DEPRECIATION (32,091.21) -------------- Total Fixed Assets 187,401.00~~2007

~~Total~~Current Assets ~~$ 680,899.57~~

~~Current~~BANK ~~Liabilities~~OF ~~none Equity~~OKLAHOMA $ 578,314.78

~~COMMON~~BANK ~~STOCK~~OF $OKLAHOMA 13,~~246,400~~352.~~00 RETAINED EARNINGS (670,991.60) PAID-IN CAPITAL 247,904.00 Current Income (Loss) ( 142,412.83 ) ---------------- Total Equity $ 680,899.57~~16

~~Total~~ARVEST ~~Liabilities~~MONEY ~~and~~MARKET ~~Equity $ 680~~115,~~899~~283.5722

A/R - Stockholders 1,839.66

N. Goldfield Bond 1,983.00

Treasury Fund Account 111,544.00

----------------------

Total Current Assets $ 812,316.82

Fixed Assets

FURNITURE AND FIXTURES $ 588.46

WEST-STAR 1-6 140,000.00

TANGIBLE EQUIPMENT 31,952.75

ACCUMULATED DEPRECIATION (32,091.21)

--------------

Total Fixed Assets 140,450.00

Total Assets $ 952,766.82

Current Liabilities none

Equity

COMMON STOCK $ 1,593,900.00

RETAINED EARNINGS (1,079,333.37)

PAID-IN CAPITAL 247,904.00

Current Income (Loss) 190,296.19

----------------

Total Equity $ 952,766.82

Total Liabilities and Equity $ 952,766.82

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~~ 2007. 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~~Indirect: 810,~~000 50,000~~235

~~Total~~Paul ~~Direct~~W. ~~shares: 110~~Smith,~~000 Indirect~~ ~~shares:~~Director ~~2,480,786~~

Indirect: 540,157

Earl W. Smith, Director

Indirect: 1,080,394

Susan Nash, secretary-treasurer

Direct: 110,000

Indirect: 50,000

Stock owned by management, acquired in the open market:

Susan ~~Direct~~Nash, ~~Indirect~~Secretary-Treasurer

~~Susan~~Direct ~~Smith Nash Secretary-Treasurer~~ 1,000

~~Earl~~T. WJ. ~~Smith~~Simek ~~Director 89~~,~~470~~ Director

Indirect: 52,982

Earl W. Smith, Director

Indirect 89,470

Total Direct shares: 111,000

Indirect shares: 2,623,238

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

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