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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 Commission file number:
September 30, 2003 2-99518-D

Colorado 74-2446999
(State of incorporation)(I.R.S. employer identification number)

GOLD HILL CORPORATION
2233 West Lindsey
Suite 117
Norman, Oklahoma 73069
(Address of principal (Zip code)
executive offices)

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.

___XXX_____ ____________
Yes No

The number of shares of the common stock of the registrant outstanding
as of September 30, 2003:

5,040,322 shares



PART I

ITEM 1. BUSINESS

Results of Operations.

Earnings and Cash Flows from Operating Activities.
For the quarter ending September 30, 2003, 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 Spring City
and Tonopah gold prospects located in Nevada.

Summary of Business this Quarter

ITEM 1: BUSINESS

Mineral Exploration.
During the year, the company continued its search
for gold prospects in northern Nevada along the famous
Carlin and Battle Mountain gold trends. Study is also
continuing of several past gold camps off-trend.

The Company conducted an extensive survey of these
trends using a proprietary method referred to as
the Frequency Analyzer which has certain depth
penetration capability. The search resulted in
locating a large gold-silver anomaly on the Carlin
gold trend in the pediment about 6 - 8 miles
northeast of the small community of Paradise Valley.
Subsequently, in October, 72 lode mining claims were
staked on public lands controlled by the Bureau of
Land Management (BLM). During January and February
of this current year, 2003, management made an
in-depth study of the gold prospect on-ground
using its proprietary exploration methods and elected
to stake an additional 36 lode mining claims.
The gold anomaly appears to be exceptionally large
with major potential in both gold and silver.
The prospect was named Spring City Gold Prospect, so
named for the long abandoned small gold camp of
Spring City 3 miles beyond the prospect in rugged
mountain terrain. Spring City is totally abandoned,
population zero.

The Spring City Gold Prospect must be considered a
high risk venture because of its location in the
pediment area in the range front concealed beneath
several hundred feet of barren alluvium eroded off
the adjoining mountain range. From management's
recent studies the anomaly is large and relatively
shallow. The Spring City district has attracted
many companies from time to time, including several
majors such as Newmont, but none has drilled
in the pediment area.

Preliminary test holes.
These will be drilled as soon as possible, depending
upon gaining BLM permits, an available drill rig
and favorable weather conditions. The price of
gold has moved up from the doldrums of last year
to current prices of $375 per ounce. This is
not high, but yet sufficient to inspire an increase
in exploration activity. The current market
for a large deposit at economic depths is
excellent. In the event of a major discovery,
the Company will either sell, merge, or joint
venture with one of the major gold producers.


Other gold-silver prospects have been identified.
One in particular was staked during early February,
located between the towns of Tonopah and Goldfield
in Esmeralda County. A total of 56 load claims were
staked. The prospect is referred to as the Tonopah
property since the geology appears to resemble
that of the Tonopah type deposits rather than
Goldfield. Bonanza gold-silver epithermal
deposits occurring in quartz veins within volcanics
were produced at Tonopah during the early 1900s.
This prospect is also located in a pediment concealed
beneath several hundred feet of barren alluvium. It
is the intent of management to spread the risk with
multiple prospects of both gold and oil rather than
to place all its eggs in one basket. The focus
of the Company is only upon prospects which, if
successful, will impact the value of its stock
in a major way. The Spring City and Tonopah Gold
prospects have that potential.

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 3 to 6 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.

Much larger prospects have been identified, even
in the giant class, located in other states, but they
are too costly for Gold Hill to participate in at this time.
However, Gold Hill will attempt to seek joint venture partners.

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
450,000 shares of its common stock in order to
finance a portion of the costs of the projects
described above.


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 prospect, 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-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
September 30, 2003

Current Assets
BANK OF OKLAHOMA $ 345,852.43
BANK OF OKLAHOMA 1,902.17
ARVEST MONEY MARKET 103,350.98
A/R - Stockholders 5,188.82
Paradise Valley Bond 4,309.00
Tonopah Gold Bond 942.00
----------------------


Total Current Assets $ 461,545.40

Fixed Assets
FURNITURE AND FIXTURES $ 138.46
TANGIBLE EQUIPMENT 31,952.75
ACCUMULATED DEPRECIATION (32,091.21)
--------------


Total Assets $ 461,545.40


Current Liabilities none
Equity

COMMON STOCK $ 824,400.00
RETAINED EARNINGS (579,158.34)
PAID-IN CAPITAL 247,904.00
Current Income (Loss) ( 31,600.26)
----------------
Total Equity $ 461,545.40
Total Liabilities and Equity$ 461,545.40


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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