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 1