SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ~~FORM 10-Q~~

FORM 10-Q

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

For the financial period ended

December 31, ~~2006~~2008

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~~ 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~~Section ~~number~~13 ofor ~~shares~~15(D) of the ~~common~~Securities ~~stock~~Exchange Act of ~~the~~1934 ~~registrant~~during ~~outstanding as of~~the ~~December~~preceding ~~31,~~12 ~~2006 5,835,822~~months ~~shares~~

(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 the financial period listed above.

5,835,822 shares

PART I
ITEM 1. BUSINESS

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

For the current quarter, Gold Hill Corporation ("the Company") realized a a small net ~~gain~~loss which is detailed in the ~~financial section of this report. The increase in earnings and cash flows reported for the period was due primarily to oil and gas income from the Wanette project.~~

financial section of this report. The decrease in earnings and cash flows reported for the period was due primarily

to a write-down of the Jumping Jack project, and lower prices received for oil and gas production.

Mineral Exploration.

~~During~~The ~~the quarter, the~~ Company ~~continued~~expects to ~~evaluate~~drill its North Goldfield gold prospect located 10-15 miles north of the town of Goldfield, ~~Nevada, where it holds 156 unpatented lode mining claims encompassing over 3,000 acres in a contiguous block.~~

~~The~~Nevada, ~~Company is planning to drill at least four holes initially to test a large gold-silver anomaly located in the area~~ where ~~previous~~it ~~drilling~~holds ~~done~~156 byunpatented ~~the Company~~lode ~~encountered~~mining anclaims ~~epithermal~~encompassing ~~quartz vein system. The drilling objective is to find gold deposits geologically similar to those found at Goldfield~~ over ~~a century ago~~3,000 ~~which~~acres ~~averaged 5 ounces of gold per ton~~ in ~~rich~~a ~~quartz~~contiguous ~~veins~~block. ~~The~~ ~~Goldfield mines reportedly produced around 4-1/2 million ounces of gold. The price of gold is currently over $600 per ounce.~~

~~After~~Drilling ~~waiting months for a drill rig, one~~ is ~~now~~expected ~~scheduled~~to ~~for~~commence ~~around the middle of February 2007. There is a general shortage of drill rigs~~ in ~~the~~March ~~area due~~during towarmer ~~increased exploration activity within the industry~~weather. ~~There~~ ~~is also a shortage of trained personnel, particularly competent drillers.~~

Reclamation bonding has been approved by the BLM for three drill locations.

Several drill holes have been staked on the prospect to the north of our old drill hole #1, which confirmed the presence

of an epithermal gold vein system. Our geological studies indicate that gold mineralization in this area

of our claims could be quite shallow. Bed rock is expected at only 50 ft below the surface.

The prospective area across our claim block is north-south towards Goldfield. Based on previous drill holes,

depth to the epithermal vein system is progressively deeper southward. The prospect is located about 10 miles

north of Goldfield and is expected to have a similar geological setting.

The Goldfield deposits were in an epithermal vein system of narrow veins or shoots, but of unusually high gold values.

In 1904, the average grade of gold produced in that year was 10-15 oz per ton. The average grade of all the gold

produced during the life of the Goldfield mines was around 5 oz/ton. Total production was reportedly 4.5 million ounces.

The host rock was hydrothermally altered rhyodacite, similar to the rock type encountered in our hole GN-1.

The host rock was called ledge matter in USGS Professional Bulletin 66, The Geology and

Ore Deposits of Goldfield, Nevada, by Frederick Ransome, published in 1909.

As discussed in previous reports, the Company entered into a 50-50 venture called the Jumping Jack, or,

Long Face Prospect located in the Moores Creek District, Nye County, Nevada, 10 miles north of the

Round Mountain gold mine. Even though our geological studies indicated the potential for another

Round Mountain, or Gold Hill type of deposit, the terrain is extremely rugged and difficult to access.

Drill sites would be expensive. Now, with the recent downturn in the mining industry joint venture drilling

capital is not readily available, nor expected to be available for a long time.

The Company, therefore, has reluctantly decided to abandon the Jumping Jack prospect.

The stock market crash in the mining industry over the past 3 months has caused many

companies to severely curtail exploration activity. Consequently, there is presently an abundance of

available drill rigs and possibly at cheaper rates.

ITEM 2: PROPERTIES

Oil and Gas Properties. The Company is also continuing to focus efforts toward oil and gas exploration. The Company is currently in search of oil and gas prospects in east-central and northern 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~~Company ~~currently~~is ~~under~~also ~~study~~continuing ~~have~~to ~~potential~~focus ofefforts 1toward tooil 5and ~~million barrels~~gas ~~each,~~exploration. ~~which~~The ifCompany ~~successful~~is ~~could favorably impact the share value of Gold Hill stock.~~

Incurrently ~~May 2004, Gold Hill participated~~ in asearch ~~well with West Star Operating Company to earn a 25% interest in the South Wanette Layton Oil unit, which included 1520 acres~~ of ~~unitized~~oil ~~leases, five stripper wells, a tank battery~~ and ~~flow lines,~~gas ~~and~~prospects ~~substantial~~in ~~oil~~east-central ~~reserves that may be recoverable by secondary recovery methods. The Company’s interest has since been increased to 75 percent. The well was drilled to a depth of 4,000 feet~~ and ~~completed in the Calvin sand~~northern ~~which~~Oklahoma ~~was~~where ~~the~~several ~~main objective at about 3,860 ft. Initial production after a sand frac was about 700,000 cu ft of gas/day.~~

~~Management~~prospects ~~believes~~have itbeen ~~to be an edge well close to a channel sand having greater porosity, permeability, and thickness~~identified. ~~Oil is the primary target rather than gas.~~ The ~~gas~~prospects ~~well~~are ~~has~~considered ~~been~~wildcat ~~producing steadily at a little over 200,000 cfg/day.~~plays ~~Since~~with ~~the~~significant ~~gas has a high (22%) nitrogen content~~potential, the well is not producing at full capacity due to market conditions. The well has been averaging about 220,000 cfg per day and is penalized because of the high nitrogen content. The current price of natural gas is around $6.00 per mcf.

~~The~~but ~~Layton~~as ~~oil~~wildcats ~~sand~~these ~~was~~prospects ~~encountered~~should inbe ~~the~~considered ~~well~~high-risk. atThe ~~about 3,100 feet and had~~Company ~~good~~is ~~development. It~~also ~~will~~evaluating ~~be perforated for production at a later date.~~

~~The~~an ~~Company~~oil ~~was~~and ~~expecting~~gas ~~to have a drill rig available by March 2006, but has decided not to drill the Calvin Sand channel oil~~ prospect atin ~~this~~west ~~time. Instead~~Texas, ~~the~~where ~~Company~~drilling isdepths ~~preparing~~are toexpected ~~acquire oil and gas leases on some adjoining~~to ~~acreage~~be ~~and plans to drill at a later date~~shallow.

AnThe ~~oil~~prospects ~~reserve~~currently under study ~~made~~have potential of ~~the Layton oil sand unit (1,520 ac) indicates potentially recoverable oil reserves by improved waterflood methods to be~~ several million barrels~~. The Layton oil zone was not adequately drained by previous~~ ~~production~~each, ~~due~~which toif ~~well spacing and failed waterflood attempts.~~

~~West~~successful ~~Star~~could ~~will~~favorably ~~continue~~impact ~~as operator of~~ the ~~unit.~~share ~~Development~~value of ~~the~~Gold ~~Layton and~~Hill ~~Calvin zones will be pursued by subsequent drilling~~stock. ~~The current price of oil is under $60 per barrel, but there is still a shortage of drill rigs and much higher exploration costs. Drilling costs have nearly doubled in the past two years.~~

All of our prospects are generated in-house. Currently, the Company has been focusing on an oil prospect,

called Deer Creek, located in Grant County, northern Oklahoma. The objective formation is the Red Fork.

Drilling depth is about 4,600 feet. Leasing has already been completed. The primary objective is the

Red Fork, projected in the prospect area to form a sand channel nearly three miles long and three

quarters of a mile wide, covering about 1,000 acres.

With the low price of crude oil, the Company is searching for a joint venture partner to develop

oil reserves still remaining in the Layton oil sand at our Wanette oil unit. An estimate of recoverable

reserves is up to 3 million barrels. The Company owns a 75% interest in the property with West Star

as the operator owning a 25 percent interest.

The company is intent upon drilling a test well either on its Deer Creek Red Fork prospect or

its South Wanette Calvin Prospect. The Company prefers, if possible, to retain maximum ownership

in the working interest without any joint venture partners. In the Deer Creek prospect, it presently holds

100 percent of the working interest, whereas in the Wanette prospect, it owns 75 percent.

West Star Operating is the operator, and it owns 25 percent working interest. At Wanette,

the objective reservoir is a Calvin (Skinner) channel sand extending downdip from the presently

producing gas well, which the Company drilled several years ago.

The proposed test well is considered a semi-wildcat, but if successful, the

75 percent working interest is large enough to significantly impact the value of Gold Hill stock.

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 iswill ~~continuing~~continue toits ~~make~~conservative apolicy ~~private placement~~ of ~~its~~avoiding ~~common~~debt ~~stock in order~~and tomaintaining ~~finance~~very alow ~~portion~~overhead ~~of the~~ costs ~~of the projects described above~~.

~~Competition~~No ~~and~~salaries ~~Risks.~~will ~~The~~be ~~business~~paid ~~environment~~or isallowed ~~very~~to ~~competitive~~accrue ~~and~~at ~~there~~this ~~are a number of significant risks associated with oil and gas, and mineral exploration and production, including operations as well as exploration~~time. Gold Hill ~~Corporation intends to seek high-risk,~~will ~~high-potential~~not ~~prospects~~be ascharged ~~well~~for ~~as lower-risk, lower-potential development ones. However,~~ the ~~major~~use ~~effort will be towards wildcat oil prospects with potential~~ of ~~1,000,000 bbls or greater, and gold prospects with potential greater than 1,000,000 oz.~~

~~Regulation.~~office ~~The~~space ~~domestic~~currently ~~exploration~~provided ~~for~~by ~~mineral,~~its ~~including oil and gas is subject to various state and federal environmental laws, rules, and regulations~~principals. ~~Operators in the industry are subject to the Clean Water Act and damages which could arise out of environmental pollution.~~

~~Corporate~~Private ~~History~~Placement. Gold Hill Corporation is an exploration company focused on large wildcat oil and 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~~is ~~and~~continuing ~~operations~~to ~~offices~~make ~~are~~a ~~located~~private inplacement ~~Oklahoma~~of atits ~~2233 West~~common ~~Lindsey,~~stock ~~Suite 117, Norman, Oklahoma 73069 (telephone 405-321-8371). Unless~~in ~~the~~order ~~context otherwise requires, the term "Gold Hill" as used herein refers~~ to ~~Gold~~finance ~~Hill~~a ~~Corporation.~~portion

~~FINANCIAL~~of ~~STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements, together with~~ the ~~report~~costs ~~thereon~~ of ~~Ron Kirkpatrick,~~the ~~C.P.A.,~~projects ~~are~~described ~~contained within this report~~above.

~~The~~Competition ~~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~~Risks. ~~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~~The ~~Hill~~business ~~Corporation~~environment is very competitive and there are a number of ~~Balance~~significant ~~Sheet~~risks associated

~~December~~with 31oil and gas, ~~2006~~and mineral exploration and production, including operations as well as exploration.

~~Current~~Gold ~~Assets BANK~~Hill OFCorporation ~~OKLAHOMA~~intends $to ~~461,207.83 BANK~~seek ~~OF OKLAHOMA 3,002.31 ARVEST MONEY MARKET $112,613.68 A/R~~ high-potential ~~Stockholders $ 1,839.66 North~~wildcat ~~Goldfield~~prospects ~~BLM Bond~~ as ~~$ 1,041.00 Tonopah~~well ~~Gold~~as ~~Bond $ 942.00 Treasury Fund Account $109,006.17~~ lower-~~---------------------~~risk,

~~Total~~lower-potential ~~Current~~development ~~Assets $~~ones. ~~689~~However,~~652.35~~ the major effort will be towards wildcat oil prospects

~~Fixed~~with ~~Assets FURNITURE~~potential ~~AND~~of ~~FIXTURES $ 588.46 TANGIBLE EQUIPMENT $ 31~~1,~~952.75 ACCUMULATED~~000,000 ~~DEPRECIATION~~bbls ~~($32~~or greater,~~091.21)~~ and gold prospects with ~~WEST-STAR1-6 $~~potential ~~140~~greater than 1,000,000 oz.00

~~Total~~Over ~~Fixed~~the ~~Assets: $~~past ~~140,450.00 -------------- Total~~few ~~Assets~~ months there has been a significant downturn in both the $oil ~~830,102.35~~and mining industries

with oil and gas prices falling as much as 75% along with very tight credit markets.

The result has been a corresponding crash in stock prices and cash flows. This has been devastating

to those companies having large debts and excessive overhead. Gold Hill has not suffered as much

because it has no debt and its overhead is very low. Also, the value of its stock has not been

affected since it does not trade anywhere. In certain ways, the Company can benefit from the economic

downturn, i.e., lease costs are less, more acreage available to lease, lower drilling costs,

more drill rigs available, etc.

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 oil and 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.

Although Gold Hill stock does not trade on any exchange, it does file its quarterly 10Q and annual 10K reports.

These are available online through the SEC.

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

December 31, 2008

Current Assets

BANK OF OKLAHOMA $ 391,386.60

BANK OF OKLAHOMA $ 4,322.35

ARVEST MONEY MARKET $ 120,525.17

A/R - Stockholders $

North Goldfield BLM Bond $ 6,782.00

Treasury Fund Account $ 116,935.94

A/R Stockholders $ 1,582.42

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

Total Current Assets $ 641,534.48

Fixed Assets

Deer Creek O & G Project $ 286,418.00

FURNITURE AND FIXTURES $ 588.46

TANGIBLE EQUIPMENT $ 31,952.75

ACCUMULATED DEPRECIATION ( 32,091.21 )

WEST-STAR 1-6 $ 140,000.00

Total Fixed Assets: $ 426,868.00

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

Total Assets $ 1,068,402.48

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) 67,631.72 ---------------- Total Equity $ 830,102.35 Total Liabilities and Equity $ 830,102.35

~~INCOME~~COMMON ~~STATEMENT 6~~STOCK ~~Months~~$ ~~Ended December 31~~1, ~~2006~~593,900.00

~~Revenue INTEREST~~RETAINED ~~INCOME 13,769.81 OIL~~EARNINGS ~~AND~~( ~~GAS REVENUE 85~~770,~~525~~779.1872)

~~Total~~PAID-IN ~~Revenue 99~~CAPITAL 247,~~294~~904.9900

~~Cost~~YTD ofCurrent ~~Sales 19~~Income (Loss) ( 2,~~500~~601.0080)

~~Gross Profit 79,794.99~~----------------------------------------------------------------------

~~Operating~~Total ~~Expenses 12~~Equity $ 1,~~163~~068,402.2748

~~NET~~Total ~~INCOME 67~~Liabilities and Equity $ 1,~~631~~068,402.7248

~~SIGNATURES Pursuant~~INCOME 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.STATEMENT

for the period ending December 31, 2008

Revenue

INTEREST INCOME 2,571.89

OIL AND GAS REVENUE 27,378.20

Total Revenue 29,950.09

Cost of Sales 56,808.20

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

Gross Profit (26,858.11)

Operating Expenses 2,688.55

NET INCOME (29,546.66)

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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