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, 2001
Commission file number:  2-99518D

State of incorporation:  Colorado
I.R.S. employer identification number:  74-2-446999

Address:
GOLD HILL CORPORATION
2233 West Lindsey, Suite 117
Norman, OK  73069

Registrant's telephone number, including area code:
(405) 329-0930

Securities registered pursuant to Section 12 (B) of
the Act:

Title of each class:  None
Name of each exchange on which registered:  None

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
Commission 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.

[x]    yes
[ ]     no

The number of shares of common stock outstanding of
the registrant:
4,809,322

PART I

ITEM 1.  BUSINESS

Results of Operations:

For the quarter ending September 30, 2001, Gold Hill
Corporation ("the
Company") had little change, which is detailed in the
financial section
of this report.  Most of the activity was directed
toward oil and gas
studies with minimal overhead expenditures.

Summary of Business:  Quarter ended September 30, 2001

Mineral Exploration.  During the quarter, the Company
continued its
reconnaissance search for potential gold prospects in
northern Nevada
along the Carlin-Battle Mountain gold trends using
remote radiometric
surveys and surface geological evaluations.  Also,
further study was
made of a gold prospect located in Spring Valley
southerly of Virginia
City along the Comstock Lode.  Extensive study was
also made of the
Sleeper Mine area located north of Winnemucca.  The
mine, which
produced
nearly 2 million ounces of gold, is now dormant but
has potential for
extension deposits.  Continued studies are in progress
along with
follow-up evaluation of prospective areas in the
Battle Mountain trend.
The above-mentioned Spring Valley prospect was
abandoned after more detailed surveys and
geological studies were conducted concluding that the
possible economic returns would be too low
to justify the costs. Also, the prospect is in an
environmentally sensitive area.  However, further
surveys will be made of the Sleeper Mine for the
Possible existence of substantial extension
deposits.  Antoher survey is contemplated during late
Fall as well as further reconnaissance of the
major gold trends in northern Nevada.  Although the
Company is
very
interested in gold exploration, the price of gold is
in the doldrums.
Consequently, there is not a lot of activity by the
industry in wildcat
gold exploration, particularly in the U.S.

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, nor will
Gold Hill 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 placing most
of its efforts
toward oil and gas exploration since the price of oil
and gas has more
than doubled during the year.  The Company is
currently participating
with oil Creek Production Company in the search for
oil and gas
prospects in east-central Oklahoma where several
prospects have already
been identified and leasing thereof has been in
progress. Drilling of the Clearview Prospect located
in Okfuskee County, Oklahoma to a depth of 2,530 ft
was completed in October, resulting in a dry
hole.  Unfortuntely, the objective Booch oil sand was
not sufficiently developed at the drillsite.
Further evaluation of the prospect is in progress. The
prospects are
considered "wildcat" plays with significant potential.
 Each prospect
if
successful is expected to contain several million
barrels of oil plus
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 party
or
of which any of its property is the subject.

BALANCE SHEET
September 30, 2001

Assets

Current Assets
Total Current Assets (cash)    $  218,846

Fixed Assets
     Furniture and Fixtures            138
     Tangible Equipment             31,953
     Accumulated Depreciation  (    31,414 )
                              -----------------------
Total Fixed Assets             $       677

Total Assets                   $   219,523

Liabilities and Equity

Current Liabilities                    $   none
Equity
     Common Stock               $   597,400
     Retained Earnings             (625,180)
      Paid-In Capital               247,904
      Current Income (Loss)             600

Total Equity                    $   219,523
Total Liabilities and Equity    $   219,523

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 event of
drilling successes, Gold Hill may continue to market
restricted stock
in
a 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.