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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 quarter ended

September 30, 2002



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 (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.




Yes ___XXX_____

No ____________





The number of shares of the common stock of the registrant
outstanding as of September 30, 2002:


4,809,322 shares







PART I



ITEM 1. BUSINESS



Results of Operations.



Earnings and Cash Flows from Operating Activities. For the quarter
ending as listed above, Gold Hill Corporation ("the Company") realized
a small gain which is detailed in the financial section of this report.
The gain in earnings and cash flows reported for the period was due to
interest income.



Summary of Business for this Quarter:



Mineral Exploration:

During the quarter, the Company continued its search for gold
prospects in northern Nevada along the Carlin-Battle Mountain
gold trends. Study was also made of the dormant Sleeper Mine
and adjoining areas located about 50 miles north of Winnemucca.
The mine, which produced nearly 2 million ounces of gold, has
potential for extension deposits at depths below the past
workings.




The company recently conducted an extensive survey of the entire
Carlin and Battle Mountain gold trends using proprietary geophysical
methods that penetrate the ground to considerable depth.
The search resulted in locating a large anomaly at the north end
of the Battle Mountain gold trend in the area east of the small
community of Paradise Valley.

Subsequently, seventy-two lode mining claims were staked
on BLM grounds.

The anomaly is relatively large and could contain a
major gold deposit.

Preliminary test holes will be drilled in early Spring.
The price of gold, currently at around $315 per ounce is
still considered low. Consequently, there is not a lot of
activity by the industry in wildcat gold exploration,
particularly in the U.S. However, the market for a large
deposit at economic depths is excellent.



General Operations.

Gold Hill will continue its conservative policy of a
voiding 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 herein. The price of the
shares is still $1.00 per share.



ITEM 2. PROPERTIES



Oil and Gas Properties. The Company is presently placing much
of 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 where several prospects have already
been identified. The prospects are considered wildcat
plays with significant potential.
Each prospect, if successful,
is expected to contain several million barrels of oil,
plus associated gas. However, as wildcat these
activities should be considered high-risk.



ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which Gold Hill
is a part or of which any of its property is the subject.




BALANCE SHEET

September 30, 2002



Assets



Current Assets

Total Current Assets (cash) $318,304



Fixed Assets

Furniture and Fixtures 138

Tangible Equipment 31,953

Accumulated Depreciation ( 32,091 )

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

Total Fixed Assets $ 0



Total Assets $318,304



Liabilities and Equity



Current Liabilities: $ none

Equity

Common Stock $ 597,400

Retained Earnings $ (527,950)

Paid-In Capital 247,904

Current Income 905



Total Equity $ 318,302

Total Liabilities and Eq 318,302



ITEM 4. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Private Placement.

Efforts to make a private placement of restricted stock at
$1.00 per share will continue. The company plans to maintain
a minimum price for the private placement for an additional
six months, and that the effort would be extended for that time.

In the even of drilling successes, Gold Hill may continue
to market restricted stock in private placement, but 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 looking at 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 free of rent.

Stock Options.

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

Signatures


Pursuant to the requirements of Section 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.