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 March 31, 2002
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 small loss, which is detailed in the financial
section
of this report. The loss was due to exploration expense.
Most of the activity was directed toward oil and gas and gold
studies.

Summary of Business:  Quarter ended March 31, 2002

Mineral Exploration.  During the quarter, the Company presently
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 presently placing most of its
efforts
toward oil and gas exploration.  The Company is currently participating
with Oil Creek Production Company in the search for 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 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
March 31, 2002

Assets

Current Assets
Total Current Assets (cash)    $   316,725

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

Total Assets                   $   317,402

Liabilities and Equity

Current Liabilities            $   none
Equity
    Common Stock               $   597,400
    Retained Earnings             (625,180)
     Paid-In Capital               247,904
     Current Income (Loss)          97,279

Total Equity                    $   317,402
Total Liabilities and Equity    $   317,402

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.