SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-QSB/A



[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005



[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________________ to __________________



Commission File Number 0-32375



CAPITAL HILL GOLD, INC.



(Exact Name of small business issuer as specified in its charter)





Florida

65-0067192

(State or other Jurisdiction of

I.R.S. Employer Identi-

Incorporation or Organization

fication No.)

5486 Tiger Bend Lane, Morrison Colorado

80465

(Address of Principal Executive Offices)

(Zip Code)



(239) 513-9265



(Issuer's Telephone Number, including Area Code)





Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the Registrant was required to file such reports) and (ii) has been subject to such filing requirements for the past 90 days.



Yes X        No



Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.



Common Stock, $.001 par value

23,284,675

Title of Class

Number of Shares outstanding

at March 31, 2005



Transitional Small Business Format     Yes     No X











CAPITAL HILL GOLD, INC.

(A Company in the Development Stage)



BALANCE SHEETS







ASSETS



December 31,

March 31,

2004

2005



Current Assets



Cash and cash equivalents

$

2,341

$

85,674

Prepaid expenses

750

--



Total Current Assets

3,091

85,674



Other Assets  Option payments on Chiqueritos

--

10,000



Total Assets

$

3,091

$

95,674



LIABILITIES AND STOCKHOLDERS EQUITY



Current Liabilities

Accounts Payable and accrued liabilities

$

18,701

$

28,024

Related party accounts payable

151,718

13,468

Related party notes payable

14,029

--

Convertible Debenture

--

89,000

Note payable

50,365

51,578



Total Current Liabilities

$

234,813

$

182,070



Shareholders Deficit

Common Stock $.001 par value; 200,000,000 shares

authorized; 1,023,500 and 23,284,675 shares issued

and outstanding

1,024

23,285



Additional paid-in capital (deficiency)

320,112

1,063,815



Accumulated deficit

(323,868)

(323,868)



Deficit accumulated during exploration stage

(229,190)

(849,628)



Total Shareholders Deficit

$

(231,722)

$

(86,396)



Total Liabilities and Shareholders Equity

$

3,091

$

95,674









The accompanying notes are an integral part of the financial statements.











CAPITAL HILL GOLD, INC.

(A Company in the Development Stage)



STATEMENTS OF OPERATIONS







CUMULATIVE

FOR THE THREE

FROM INCEPTION

MONTHS ENDED

(February 26, 2004)

March 31,

TO

2004

2005

March 31, 2005



REVENUES

$

$

$





OPERATING EXPENSES



General and Administrative

4,312

19,990

83,486

Interest Expense

--

1,213

3,907

Compensation Expense

262,000

757,264

920,264



TOTAL OPERATING EXPENSES

266,312

778,407

1,007,657



OTHER INCOME (EXPENSE) 

Gain on forgiveness of debt

--

158,029

158,029



NET (LOSS)

(258,208)

(620,438)

(849,628)



NET (LOSS) PER SHARE

$

(.31)

$

(0.14)





WEIGHTED AVERAGE NUMBER OF SHARES

858,407

4,269,653















































See Accompanying Notes to Financial Statements.













CAPITAL HILL GOLD, INC.

(A Company in the Development Stage)



STATEMENTS OF CASH FLOWS





March 31,

2004

2005



CASH FLOWS FROM OPERATING ACTIVITIES



Net (Loss)

$

(258,208)

$

(620,438)



Adjustments to reconcile net loss to

net cash used in operating activities:

Non-Cash Compensation Expense

260,000

754,764

Decrease in prepaid expenses

--

750

Increase in Note payable

--

1,213

Increase (decrease) in related party notes payable

--

(14,029)

Decrease in accrued expenses

(1,961)

--

Increase (decrease) in accounts payable

(27,190)

9,323

Increase (decrease)  in related party accounts payable

--

(138,250)





Net cash flows from operating activities

(27,359)

(6,667)



CASH FLOWS FROM INVESTING ACTIVITIES

--

--

Option Progress Payments

--

(10,000)

Proceeds from note payable  related party

6,100

--



CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from convertible debenture

--

89,000

Issuance of common stock

--

11,000









Net Cash flows from financing activities

6,100

100,000



NET INCREASE (DECREASE) IN CASH

(21,259)

83,333



CASH BALANCE AT BEGINNING OF PERIOD

21,704

2,341



CASH BALANCE AT END OF PERIOD

$

445

$

85,674





Non-cash items

Issuance of common stock for services

--

757,264



No taxes or interest was paid during the periods.







See Accompanying Notes to Financial Statements.











CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005





1.

NATURE AND CONTINUANCE OF OPERATIONS



The accompanying financial statements are unaudited, but in the opinion of the management of the Company, contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position at March 31, 2005, the results of operations for the three and nine months ended March 31, 2005 and 2004, and the cash flows for the three months ended March 31, 2005 and 2004.



Reference is made to the Company's Form 10-KSB for the year ended December 31, 2004.  The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2005.



Capital Hill Gold, Inc. (the Company) was incorporated on June 23, 1988, under the laws of the State of Florida under the name Autec Associates, Inc.   The Company incorporated a wholly owned Wyoming subsidiary in the quarter ended March 31, 2005.



On January 12, 2004, the Company decided to sell its existing business assets and enter into the mining exploration industry. In connection with this change of business, the Company entered into a purchase and sale agreement, dated February 26, 2004, whereby the Company sold net assets of $13,533 to Mr. Art Garrison (former president of the Company) in consideration of the return of Mr. Garrisons 221,500 shares of the Companys common stock to the Companys treasury. These shares were subsequently retired. The results of all prior jewelry-making operations have been retroactively reclassified as discontinued operations in these financial statements. Due to the fact that the Company is no longer actively engaged in significant business operations, the Company is deemed to have entered the exploration stage as of February 26, 2004.



On February 16, 2004, the Company resolved to amend its Articles of Incorporation whereby the Company changed its corporate name to Capital Hill Gold, Inc, increased its authorized common stock from 20,000,000 shares to 200,000,000 shares and adjusted the par value of its common shares from no par to $0.001 per share. In February 2005, the Company effected a 20:1 share consolidation on the issued and outstanding shares (Note 11). References to common stock activity in these financial statements have been retroactively restated to incorporate the effects of these changes in par value and the reverse stock split.





2.

GOING CONCERN



The Company has eliminated its primary revenue-generating capability. In addition, liabilities exceed assets and the Company has a substantial deficit. These factors create uncertainty about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease operations.



In order to continue as a going concern, develop and generate revenues and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Managements plans to obtain such resources for the Company include (1) raising additional capital through sales of common stock, (2) seeking  business opportunities which would not require large cash investments, and (3) seeking to merge with or acquire an existing operating entity. In addition, management has discontinued its jewelry-making operations and greatly reduced monthly overhead expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.























CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005





3.

SIGNIFICANT ACCOUNTING POLICIES



These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America.  The significant accounting policies adopted by the Company are as follows:



Use of estimates



The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from these estimates.



Foreign currency translation



Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates.  Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date.  Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date.  Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the statements of operations.  Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations.



Cash and cash equivalents



The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.



Mineral properties



Costs of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.  Option payaments on the Chiqueritos payments are carried as other assets until such time as the option is exercised or it lapses.  If the option is exercised all option payments are credited to the purchase price and the option payments will be carried as mineral properties.  In the option lapses without being exercised these payments will be expensed.



Income taxes



A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.  Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.



Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more











likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.











CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005





3.

SIGNIFICANT ACCOUNTING POLICIES (contd)



Stock-based compensation



Statements of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value.  The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25").  Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock.



The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of SFAS 123 and the consensus in Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services" ("EITF 96-18").



The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation for the three months ended March 31, 2005 and 2004:



2005

2004



Net loss, as reported

$

610,196

$

--



Add:  Total stock-based employee compensation expense

included in net loss, as reported determined under APB 25,

net of related tax effects



Deduct:  Total stock-based employee compensation expense

Determined under fair value based method for all awards,

Net of related tax effects

$

(127,584)

--



Net loss, pro-forma

$

(608,7--)

$

(19,7--)



Basic and diluted net loss per share, as reported

$

(0.50)

$

(0.00)



Basic and diluted net loss per share, pro-forma

$

(0.64)

$

(0.00)













CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005





3.

SIGNIFICANT ACCOUNTING POLICIES (contd)



Net loss per share



Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock.  Diluted net loss per share is not presented separately from basic net loss per share as the conversion of outstanding convertible debentures into common shares and exercise of stock options would be anti-dilutive.  As of March 31, 2005, there were 10,000 no potentially dilutive securities outstanding.



Comparative figures



Certain comparative figures have been reclassified to conform with the presentation adopted in the current period.



New accounting pronouncements



In January 2003, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 46 Consolidation of Variable Interest Entities ("FIN 46") (revised on December 17, 2003).  The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities.  A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both.  FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after December 15, 2003.  The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after March 15, 2004.



In December 2004, FASB issued Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29 (SFAS 153) which amends Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.



In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, Share Based Payment (SFAS 123R).  SFAS 123R supersedes APB 25 and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises SFAS 123 as follows:











CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005





3.

SIGNIFICANT ACCOUNTING POLICIES (contd)



i)

Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii)

Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entitys share price.

iii)

Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

iv)

Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the awards value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.



SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods.  SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and EITF 96-18.  SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans.  Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005.  Public entities that file as small business issuers will be required to apply SFAS 123R in the first annual reporting period that begins after December 15, 2005.  For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.



The adoption of these new pronouncements are not expected to have a material effect on the Company's financial position or results of operations.



4.

DUE TO RELATED PARTIES



The following balances are due to related parties at March  31, 2005:



Due to former director for wages

$

5,500

Due to director and officer for wages

2,500

Due to director for cash advanced

3,250

Due to former director for wages and expenses

2,218

$

9,718



The Company committed to pay management fees of $12,000 per month for thirty-six months commencing March 1, 2004, under a management fee agreement with CHR, who was the then Companys majority shareholder CHR waived payment of fees in fiscal 2004 and this agreement has been cancelled. These balances are unsecured, due on demand and without fixed terms for repayment.













CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005







4.

DUE TO RELATED PARTIES continued



On March 4, 2005 On March 4, 2005, the board of directors appointed Daniel Enright as the Companys chief executive officer, chief financial officer and a member of the Companys board of directors.  Concurrently, the Company entered into an employment agreement with Daniel Enright whereby Daniel Enright will be paid $3,000 per month and 5% of the Companys common stock on a non-dilutive basis.  The Company also is obligated to  issue 50,000 common shares to Daniel Enright. The total number of shares sue as of March 31, 2005 is 1,161,165. On the same date the Company also entered into a consulting agreement with its former Chief Financial Officer for three years at $3,000 per month plus 50,000 shares of common stock. This agreement has been cancelled for non-performance.





5.

NOTES PAYABLE



Principal due under three notes payable to CHR of $14,829 were forgiven as of December 31, 2004.



|Convertible loan agreement dated May 25, 2004, maturing May 31, 2005         | $
20,000
|---------------------------------------------------------------------------- | --------
|Convertible loan agreement dated August 1, 2004, maturing August 1, 2005     | 5,000   
|Convertible loan agreement dated October 15, 2004, maturing October 31, 2005 | 23,500  
|                                                                             |         
|                                                                             | $
48,500



The above notes bear interest at 10% per annum. Interest of $3,079 has been accrued to March 31, 2005.



Under all the convertible loan agreements, the lender has the option to convert the debt, including any accrued interest, to common stock of the Company at a rate to be negotiated at the time of conversion.



The debenture is due on December 31, 2006 but has been classified as a current liability since the Company intends to retire it during fiscal 2005.  The Company assumed a convertible debenture in the amount of $100,000 as a result of a merger of its wholly owned subsidiary on March 17, 2005.  The debenture is convertible into shares of common stock.  In trhe quarter $11,000 of the debenture was converted into 1,100,000 shares of common stock.





6.

RELATED PARTY TRANSACTIONS



Except as disclosed elsewhere, the following related party transactions occurred during the three months ended March 31, 2005:























CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005





7.

COMMITMENTS



The Company has entered into an option agreement with CHR to acquire forty-two unpatented mineral claims located in Cochise County, Arizona. CHR acquired its interest in these properties through the assignment of two existing option agreements and the surface lease agreement.



Under the terms of the agreement with CHR, the Company has the option to acquire a 100% undivided interest in the above described mining claims and surface rights. A portion of the claims are subject to a 3% net smelter return (NSR) as well as cash payments totaling $18,000 per year for 19 years, increasing to $24,000 per year for the following ten years and $30,000 for the subsequent 10 years. In addition, the Company would pay a 6% NSR to CHR and $4,800 per year cash to lease the surface rights for a period of five years. The Company may acquire the underlying land to the surface rights on payment of $272,400 to the lessor.



On February 26, 2004, the Company issued 600,000 common shares to CHR under the option agreement.





8.

INCOME TAXES



The Company has approximately $112,000 of operating loss carry forwards, which expire beginning in 2014. Under Section 382 of the Internal Revenue Code, utilization of net operating losses may be limited in the event of a change of ownership.



The Company has provided a valuation allowance against its deferred tax assets given that it is in the exploration stage and it is more likely than not that these benefits will not be realized.





9.

SEGEMENT INFORMATION



The Company operates in one segment, being the exploration of mineral properties, in the United States of America.



10.

FINANCIAL INSTRUMENTS



The Company's financial instruments consist of cash and cash equivalents, inventory, accounts payable and accrued liabilities, due to related parties and notes payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.



11.

STOCKHOLDERS EQUITY; MERGER



On January 26, 2005, pursuant to a unanimous written consent of the board of directors, the Company effected a consolidation of the Companys common stock capital on a twenty to one basis.  This share consolidation decreased the number of the Companys common shares issued and outstanding from 20,470,000 to 1,023,500.  This corporate action was executed on behalf of the board of directors by Daniel Enright, who was not formally appointed as the Companys chief executive officer, chief financial officer or











CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2004



11.

STOCKHOLDERS EQUITY; MERGER (continued)



a member of the Companys board of directors until March 4, 2005.  Kent Carasquero, the Companys chief executive officer, chief financial officer and a member of the Companys board of directors as of the date of this consent and until his resignation on March 4, 2005, did not approve this corporate action nor did the other board member of the Company at the time, being Peter Holeczek.  This corporate action was subsequently adopted by unanimous written consent of the board of directors on April 13, 2005, which was signed by Daniel Enright as the sole director of the Company.











CAPITAL HILL GOLD, INC.

(formerly Autec Associates, Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2005







11.

STOCKHOLDERS EQUITY; MERGER  (cont d)





On March 17, 2005, CAGI Transition, Inc., a wholly owned subsidiary, merged with Chiriquitos Mining, Inc. (Chiriquitos) whereby Chiriquitos was the survivor in the merger.  In connection with the merger, the shareholders of Chiriquitos received 20,000,000 shares of the Companys common stock.  In connection with this merger agreement, the Company assumed the outstanding $100,000 principal amount of Chiriquitos 1.5% convertible debenture due December 31, 2006, and concurrently issued 1,100,000 shares upon conversion of $11,000 of the $100,000 convertible debenture of Chiriquitos.



Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION



Our primary focus in calendar 2005 will be in commencing exploration of the Los Galivanes property.  We intend to start exploring for mineral reserves on the Mexican Hat property commencing in early 2006. The first phase of exploration for either property will include diamond drilling and deep trench bulk sampling, sampling, assaying, structural geological work and surveys.We have no revenues from operations.

Liquidity and Capital Resources

We have never earned revenues from operations. Our cash needs for 2005 are estimated to be $80,000, for general and administrative costs, drilling and other exploration activities on Los Gavilanes and option payments under the Los Gavilanes option, and an additional $3,000 per month for each of Messrs. Enright and Carasquero, as well as $12,000 per month for Capital Hill Resources' management contract. We intend to pay management compensation only out of cash from future placements and intend to renegotiate the Capital Hill Resources contract. The $144,000 due to Capital Hill Resources in 2004 was forgiven by Capital Hill Resources.  As of April 2005, we have approximately $85,000 remaining from a private placement undertaken by our subsidiary. In 2006 additional sums in the amount of $200,000 are estimated to be required for the Mexican Hat project. We have no arrangement or understanding for the financing needed in 2006.

We do not have sufficient capital to begin exploration of Mexican Hat without a substantial infusion of operating capital. It will be necessary to either borrow funds to operate or generate operating funds through the sale of equity. There can be no assurance that we will be able to generate sufficient income from either borrowing, the sale of equity, or a combination thereof to allow it to operate its business during the coming year. Unless we are successful in raising additional operating capital, we will not have sufficient funds to operate during the balance of the 2006 fiscal year.

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, will, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology.  The statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.







Item 3. CONTROLS AND PROCEDURES.













(a) Evaluation of disclosure controls and procedures. The Companys principal executive officer and its principal financial officer, based on their evaluation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of March 31, 2005, have concluded that the Companys disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.





(b) Changes in internal controls. There were no significant changes in the Companys internal controls or in other factors that could significantly affect the Companys internal controls subsequent to the date of their evaluation.















PART II.  OTHER INFORMATION



Item 1.

LEGAL PROCEEDINGS  -  None



Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  not applicable since this information was included in Current Reports on Form 8-K.



Item 3.

DEFAULTS UPON SENIOR SECURITIES - None



Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None



Item 5.

OTHER INFORMATION - None



Item 6.

EXHIBITS



31. Chief Executive Officer and Chief Financial Officer - Rule 13a-15(e) Certification. Filed herewith.



32. Chief Executive Officer and Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification. Previously filed.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





CAPITAL HILL GOLD, INC.







Date:

January 9, 2006

By:/s/ Daniel Enright



Daniel Enright,

CEO and Chief Financial Officer

(chief financial officer and

accounting officer and duly

authorized officer)