TABLE OF CONTENTS



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|PART I.           |                                                             |                                                                                                                                                |    |     
|                  | ITEM 1.
FINANCIAL STATEMENTS                                |                                                                                                                                                |    | 3    |  
|                  |                                                             | Unaudited Balance Sheet as of March 31, 2004 and Audited Balance sheet as of December 31, 2003                                                 |    |      | 4 | 
|                  |                                                             |                                                                                                                                                |    |      |   | 
|                  |                                                             | Unaudited Statements of Operations for the three months ended March 31, 2004 and 2003 and the period since Date of Inception to March 31, 2004 |    |      | 5 | 
|                  |                                                             | Unaudited Statements of Cash Flowsfor the three months ended March 31, 2004 and 2003 and the period since Date of Inception to March 31, 2004  |    |      | 6 | 
|                  |                                                             | Notes to Unaudited Financial Statements                                                                                                        |    |      | 8 | 
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|                  | ITEM 2.
MANAGEMENT'S PLAN OF OPERATION                      |                                                                                                                                                |    | 10   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES                             |                                                                                                                                                |    | 13   |  
|PART II.          |                                                             |                                                                                                                                                |    |     
|                  | ITEM 1.
LEGAL PROCEEDINGS                                   |                                                                                                                                                |    | 13   |  
|                  | ITEM 2.
CHANGES IN SECURITIES                               |                                                                                                                                                |    | 13   |  
|                  | ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                                                                                |    | 16   |  
|                  | ITEM 5.
OTHER INFORMATION                                   |                                                                                                                                                |    | 17   |  
|                  | ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K                    |                                                                                                                                                |    | 17   |  
|                  | SIGNATURES                                                  |                                                                                                                                                |    | 18   |  
|INDEX TO EXHIBITS |                                                             |                                                                                                                                                | 19 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                           
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation dated June 23, 1998. (Incorporated by reference from Form 10SB filed with the
 SEC on February 21, 2001)                                                                    
|3(i)(b)     | *        | Amended Articles of Incorporation dated May 5,1998. (Incorporated by reference from Form 10SB filed with
 the SEC on February 21, 2001.)                                                              
|3(i)(c)     | *        | Amended Articles of Incorporation dated January 12, 2004. (Incorporated by reference from Form 14C filed
 with the SEC on February 26, 2004)                                                          
|3(ii)       | *        | By-Laws of Capital Hill Gold, Inc. dated May 5, 1998. (Incorporated by reference from Form 10SB filed
 with the SEC on February 21, 2001.)                                                            
|            |          | Material Contracts                                                                                                                                                                                    
|10(i)       | *        | Asset Purchase Agreement dated the 12th day of January, 2004 between Autec Associates, Inc. and Arthur
 Garrison (Incorporated by reference from Form 14C Filed with the SEC on February 26, 2004.)   
|10(ii)      | *        | Option Agreement dated the 12th day of January, 2004 between Autec Associates, Inc. and Capital Hill
 Resources Ltd (incorporated by reference from Form 14C filed with the SEC on February 26, 2004.)
|10(iii)     | *        | 2004 Stock Option Plan dated the 12th day of January, 2004 (Incorporated by reference from Form 14C filed
 with the SEC on February 26, 2004.)                                                        
|10(iv)      | *        | Employee Agreement dated February 18, 2004 between Capital Hill Gold, Inc. and Kent Carasquero (Incorporated
 by reference from Form 10KSB filed with the SEC on April 13, 2004.)                     
|10(v)       | *        | Employee Agreement dated February 18, 2004 between Capital Hill Gold, Inc. and Malcolm Cameron (Incorporated
 by reference from Form 10KSB filed with the SEC on April 13, 2004.)                     
|10(vi)      | *        | Management Agreement dated February 27, 2004 between Capital Hill Gold, Inc. and Capital Hill Resources
 Ltd. (Incorporated
 by reference from Form 10KSB filed with the SEC on April 13, 2004.)      
|14          | Attached | Code of Ethics                                                                                                                                                                                        
|31(a)       | Attached | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act
 of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|31(b)       | Attached | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act
 of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|32(a)       | Attached | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|32(b)       | Attached | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002.                                                

* Incorporated by reference from previous filings of the Company.