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: December 31, 1998 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) 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 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: 4,809,322 shares PART I ITEM 1. BUSINESS Results of Operations: For the quarter ending December 31, 1998, 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 mostly to drilling and carrying costs of the Nevada gold project. Summary of Business: Quarter ended December 31, 1998. Nevada Gold. The company is continuing its search for Carlin type gold deposits in the Carlin-Elko area of northern Nevada. This general area of Nevada contains prolific and extensive gold deposits which are among the most important in the world. The deposits appear to occur in trends such as the Battle Mountain and Carlin Gold Trends, although there are several important gold mines off the trend. Barrick Gold is one of the main producers on the Carlin Trend with its Goldstrike open pit mine and its Meikle deep underground mine. Newmont Gold is also present on the trend with its Gold Quarry, Genesis, and other mines. Barrick produced over 2,000,000 oz. of gold during 1997 from its operations in the area. The potential for new discoveries is considered high in northern Nevada. The Carlin Trend alone has proven reserves exceeding 80 million ounces. Because of this potential, Gold Hill Corporation has developed an exploration program with the goal of discovering a Carlin-type deposit or trend. To date, Gold Hill has assembled around 10,000 acres of mining claims and ranch lands located about 20 miles easterly of Barrick's Goldstrike Mine and 20 miles northerly of Elko, Nevada. During 1998, Gold Hill drilled six reverse circulaton holes for a total of 7400 feet on its Gold Giant claims located about 18 miles northwesterly of Elko. Four of the holes penetrated the thick volcanic cover and into the underlying limestone rocks which are considered favorable as host rocks for gold deposition. Other holes in this area are being considered as soon as the muddy season is past, which will be sometime in late April or early May. 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 above. The price of the shares is still $1.00 per share. Approximately 127,000 shares were sold during the last quarter of 1998. ITEM 2. PROPERTIES Oil and Gas Properties. Geological investigations are continuing on Oklahoma prospects, and oil and gas lease acquisition has been initiated. Mining Properties. Gold Hill is continuing to evaluate the gold potential under its leases and mining claims located in Elko County, Nevada. 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, 1998 Assets Current Assets Total Current Assets (Cash) $ 261,724 Fixed Assets Furniture and Fixtures 138 Tangible Equipment 31,953 Accumulated Depreciation ( 22,720 ) Total Fixed Assets $ 9,370 ________________________________ Total Assets $ 271,094 Liabilities and Equity Current Liabilities $ none Equity Common Stock $ 597,400 Retained Earnings ( 487,121 ) Paid In Capital 247,904 Current Income (loss) ( 87,088 ) Total Equity Total Liabilities & Equity $ 271,094 ITEM 4. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Private Placement. Efforts to make private placement of restricted stock at $1.00 per share will continue. The company plans to maintain a minimum price for the private placement restricted stock at $1.00 per share 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 rent-free. Stock Options. It was agreed that no stock options will be offered at this time. 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 By:______________________________________________ Susan Smith Nash, Secretary-Treasurer Date: February 3, 1999