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 December 31, 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 December 31, 2001, Gold Hill
Corporation ("the
Company") incurred a profit, which is detailed in the
financial section
of this report. The profit was due to geological consulting.
Most of the activity was directed toward oil and gas
studies with minimal overhead expenditures.

Summary of Business:  Quarter ended December 31, 2001

Mineral Exploration.  During the quarter, the Company
continued its
studies in search of for potential gold prospects in northern
Nevada
along the Carlin-Battle Mountain gold trends. 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.
Although the Company is very interested in gold exploration,
the price of gold is not as high as management considers
desirable.
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. 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
December 31, 2001

Assets

Current Assets
Total Current Assets (cash)    $   327,933

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

Total Assets                   $   328,610

Liabilities and Equity

Current Liabilities            $   none
Equity
    Common Stock               $   597,400
    Retained Earnings             (625,180)
     Paid-In Capital               247,904
     Current Income (Loss)         108,487

Total Equity                    $   328,610
Total Liabilities and Equity    $   328,610

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.