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, 2003

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 March 31, 2003:
4,930,322 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
loss which is detailed in the financial
section of this report.
The loss in earnings and cash flows
reported for the period was
due to expenses incurred in the Spring City
and Tonopah Gold Prospects
located in Nevada.

Summary of Business for this Quarter:

Mineral Exploration:
During the quarter, the Company continued its search
for gold prospects in northern Nevada along the
famous Carlin and Battle Mountain
gold trends.  Study was also made 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
will be drilled in mid-summer, 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 $350 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.
On in particular was staked during early February,
located between the towns of Tonopah and Goldfield
in Esmeralda County.  A total of 56 load claim were
staked.  The prospect is referred to as the Tonapah
property since the goeology appears to resemble
that of the Tonopah type deposits rather than
Goldfield.  Bonanza gold-silver epithermal
deposits occuring in quartz veins within volcanic
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.


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 herein.  The price of the shares is still
$1.00 per share.  During the quarter contained in this
report, the Company sold 121,000 shares.


ITEM 2.  PROPERTIES

Oil and Gas Properties.  The Company is 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.
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
March 31, 2003

Assets

Current Assets
Total Current Assets (cash)       $375,916

Fixed Assets
   Furniture and Fixtures              138
   Tangible Equipment               31,953
   Accumulated Depreciation      (  32,091 )
                            -------------------
Total Fixed Assets                $    0

Total Assets                      $375,916

Liabilities and Equity

Current Liabilities:     $     none
Equity
   Common Stock         $  702,400
   Retained Earnings    $ (527,951)
   Paid-In Capital         247,904
   Current Income          (46,437)

Total Equity            $  375,916
Total Liabilities and Eq   375,916

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.
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 during the 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.