# SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-QSB

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly
 period ended June 30, 2004

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
 period from ____________ to ___________

``

``

|                                | 
|------------------------------- | 
|Florida                         | 
|(State or other jurisdiction of | 
|incorporation or organization)  | 

``

``

``

Check whether the registrant: (1) filed all reports
 required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
 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     X |  | 



The number of outstanding shares of the registrant's common
 Stock, $0.001 par value (the only class of voting stock), as of  August 20, 2004 was 20,470,000.

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TABLE OF CONTENTS



|                  |                                          |                                                                                                                                                                                               |    |      |   | 
|----------------- | ---------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                  |                                          |                                                                                                                                                                                               |    | Page
|                  |                                          |                                                                                                                                                                                               |    |     
|PART I.           |                                          |                                                                                                                                                                                               |    |     
|                  | ITEM 1.
FINANCIAL STATEMENTS             |                                                                                                                                                                                               |    | 3    |  
|                  |                                          | Unaudited Balance Sheet as of June 30, 2004                                                                                                                                                   |    |      | 4 | 
|                  |                                          |                                                                                                                                                                                               |    |      |   | 
|                  |                                          | Unaudited statement of Operations for the three and six months ended June 30, 2004 and 2003 and the period since Date of Inception of Exploration Stage (February 26, 2004)  to June 30, 2004 |    |      | 5 | 
|                  |                                          | Unaudited Statement of Cash Flows for the three and six months ended June 30, 2004 and 2003 and the period since Date of Inception of Exploration stage (February 26, 2004)  to June 30, 2004 |    |      | 6 | 
|                  |                                          | Notes to Unaudited Financial Statements                                                                                                                                                       |    |      | 7 | 
|                  |                                          |                                                                                                                                                                                               |    |      |   | 
|                  |                                          |                                                                                                                                                                                               |    |      |   | 
|                  | ITEM 2.
MANAGEMENT'S PLAN OF OPERATION   |                                                                                                                                                                                               |    | 11   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES          |                                                                                                                                                                                               |    | 14   |  
|PART II.          |                                          |                                                                                                                                                                                               |    |     
|                  | ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K |                                                                                                                                                                                               |    | 14   |  
|                  | SIGNATURES                               |                                                                                                                                                                                               |    | 15   |  
|INDEX TO EXHIBITS |                                          |                                                                                                                                                                                               | 16 |     

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PART I

As used herein, the term
Company refers to Capital Hill Gold, Inc. (formerly Autec Associates,
Inc.), a Florida corporation, unless otherwise indicated. In the opinion of
management, the accompanying unaudited financial statements included in this Form 10-QSB
reflect all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for the periods presented. The results of
operations for the periods presented are not necessarily indicative of the results to be
expected for the full year.

---

`CAPITAL HILL GOLD, INC.
                                                   (formerly Autec Associates, Inc.)
                                                    (An Exploration Stage Company)
                                                             BALANCE SHEET
                                                             (Unaudited )
=========================================================================== ================ ================ ================

                                                                                                                 June 30,
                                                                                                                   2004
--------------------------------------------------------------------------- ---------------- ---------------- ----------------
--------------------------------------------------------------------------- ---------------- ---------------- ----------------

ASSETS

Current
         Cash                                                                                                          $3,408
         Prepaid expenses                                                                                                 750
         Deferred tax asset less valuation allowance of $137,360                                                         -

Total assets                                                                                                           $4,158
=========================================================================== ================ ================ ================
=========================================================================== ================ ================ ================


LIABILITIES AND STOCKHOLDERS' DEFICIENCY IN ASSETS

Current
         Accounts payable and accrued liabilities                                                                      $8,105
         Due to related parties (Note 4)                                                                               49,000
         Notes payable - related party (Note 5)                                                                        13,200
         Note payable (Note 5)                                                                                         20,000

Total liabilities                                                                                                      90,305

Stockholders' deficiency in assets
           Common stock, 200,000,000 shares authorized, $0.001 par value,
           20,470,000 shares issued and outstanding                                                                    20,470
         Additional paid in capital                                                                                   300,666
         Deficit accumulated prior to the exploration stage                                                         (323,668)
         Deficit accumulated during the exploration stage                                                            (83,615)

Total stockholders' deficiency in assets                                                                             (86,147)

Total liabilities and stockholders' deficiency in assets                                                               $4,158
=========================================================================== ================ ================ ================

                              The accompanying notes are an integral part of these financial statements.`

---

`CAPITAL HILL GOLD, INC.
                                                   (formerly Autec Associates, Inc.)
                                                    (An Exploration Stage Company)
                                                       STATEMENTS OF OPERATIONS
                                                              (Unaudited)
========================================== ================== ================ ================ ================ ================

                                                                                                                  From Inception
                                                                                                                          of the
                                                                                                                     Exploration
                                                                                                                        Stage on
                                                 Three Month      Three Month        Six-Month        Six-Month     February 26,
                                                Period Ended     Period Ended     Period Ended     Period Ended    2004, Through
                                                    June 30,         June 30,         June 30,         June 30,         June 30,
                                                        2004             2003             2004             2003             2004
------------------------------------------ ------------------ ---------------- ---------------- ---------------- ----------------
------------------------------------------ ------------------ ---------------- ---------------- ---------------- ----------------
REVENUE
         Net sales                         $            -     $          -     $          -     $          -     $          -
         Cost of goods sold                             -                -                -                -                -

                                                        -                -                -                -                -


EXPENSES
       General and administrative                     23,335             -             27,647              -              27,615
       Management fees (Note                          48,000             -              48,000             -              48,000
6)
       Salaries and employee                           6,000             -             268,000             -               8,000

compensation
                                                      77,335             -             343,647             -              83,615


Loss from continuing operations                     (77,335)             -           (343,647)             -            (83,615)


Income (loss) from discontinued
         Operations                                     -            (2,769)             8,104          (8,512)             -


Provision for income taxes                              -                -                -                -                -

Net loss                                           $(77,335)         $(2,769)       $(335,543)         $(8,512)        $(83,615)
========================================== ================== ================ ================ ================ ================
========================================== ================== ================ ================ ================ ================

Net loss per share:
       From continuing operations          $          (0.00)          $(0.00)          $(0.02)          $(0.00)
       From discontinued operations                   (0.00)           (0.00)           (0.00)           (0.00)

Basic and diluted net loss per share       $          (0.00)          $(0.00)          $(0.02)          $(0.00)
========================================== ================== ================ ================ ================ ================
========================================== ================== ================ ================ ================ ================

Weighted average number of
         shares outstanding                       20,470,000       12,500,000       18,113,187       12,500,000
                                           ================== ================ ================ ================ ================

                              The accompanying notes are an integral part of these financial statements.`

---

`CAPITAL HILL GOLD, INC.
                                                   (formerly Autec Associates, Inc.)
                                                    (An Exploration Stage Company)
                                                       STATEMENTS OF CASH FLOWS
                                                             (Unaudited )
                                                                                                             From Inception
                                                                                                             of the
                                                                                                             Exploration
                                                                                                             Stage on
                                                                           Six-Month        Six-Month        February 26,
                                                                           Period Ended     Period Ended     2004, Through
                                                                           June 30,          June 30,        June 30,
                                                                           2004             2003             2004
CASH FLOWS FROM
         OPERATING ACTIVITIES
         Net loss                                                               $(335,543)         $(8,512)            $(83,615)
         Adjustments to reconcile net loss
                  to net cash used by operating
                  activities:
                  Depreciation                                                        -                 250                 -
                      Common stock issued                                          260,000             -                    -
for               services
         Changes in operating assets and
          liabilities:
              Increase in prepaid expenses                                           (750)             -                   (750)
          Increase in inventory                                                       -             (3,114)                 -
              Increase(decrease) in accounts
payable
              and accrued expenses                                                (24,203)          (2,775)                8,105
          Net cash used in operating activities                                  (100,496)         (14,151)             (76,260)
CASH FLOWS FROM
         FINANCING ACTIVITIES
         Proceeds from notes payable - related party                                13,700             -                   9,600
         Repayment of notes payable - related party                                  (500)             -                   (500)
         Due to related parties                                                     49,000             -                  49,000
         Proceeds from note payable                                                 20,000             -                  20,000
         Contributed capital                                                          -               4,000                 -
         Net cash provided by
                  financing activities                                              82,200            4,000               78,100
Net increase (decrease) in cash                                                   (18,296)         (10,151)                1,840
Cash, beginning of period                                                           21,704           23,102                1,568
Cash, end of period                                                            $                $    12,951       $        3,408
                                                                                    3,408
Cash paid for:
         Interest                                                               $       -       $        -        $            -
         Income taxes                                                                   -                -                     -
Supplemental disclosure of
         non-cash activities:
         Common stock issued for services                                      $   260,000  $            -        $            -
  The accompanying notes are an integral part of these
                  financial statements.`

---

CAPITAL HILL GOLD, INC.(formerly
Autec Associates, Inc.)

(An Exploration Stage
Company)NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

JUNE 30, 2004

1.    
          NATURE AND CONTINUANCE OF OPERATIONS

On January 12, 2004, the Company
elected 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 4,430,000 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. 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
amended its Articles of Incorporation and changed its corporate name to Capital Hill Gold,
Inc. In addition, the Company increase 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. References to common stock activity in these financial statements have
been retroactively restated to incorporate the effects of this change in par value.

In the opinion of management, the
accompanying unaudited financial statements contain all adjustments necessary (consisting
of normal recurring accruals) to present fairly the financial information contained
therein.  The accompanying unaudited financial statements do not include all
disclosures required by generally accepted accounting principles in the United States of
America and should be read in conjunction with the audited financial statements of the
Company for the year ended December 31, 2003. The results of operations for the six-month
period ended June 30, 2004, are not necessarily indicative of the results to be
expected for the year ending December 31, 2004.

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 out 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

(Unaudited)

JUNE 30, 2004

3.    
          SIGNIFICANT ACCOUNTING POLICIES

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. The Company did not have any
dilutive shares outstanding as of June 30, 2004.

New accounting
pronouncements

In January 2003, FASB issued
Financial Interpretation No. 46 Consolidation of Variable Interest Entities
(FIN 46) (revised in 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 the 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.

The adoption of this new
pronouncement is not expected to have a material effect on the Companys financial
position or results of operations.

Comparative figures

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

4.    
          DUE TO RELATED PARTIES

The following balances are due to
related parties at June 30, 2004:

`Due to Capital Hill Resources, Inc. ("CHR")        $48,000
Due to a director for wages                          1,000

                                                   $49,000`

The Company has 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 is the Companys majority shareholder. 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

(Unaudited )

JUNE 30, 2004

5.    
          NOTES PAYABLE

Principal due under three notes
payable to CHR is as follows:

`Convertible loan agreement dated March 9, 2004,  maturing March 31, 2005                        $ 5,600
Convertible   loan   agreement   dated  April  25,  2004, maturing April 30, 2005                 3,000
Convertible  loan agreement  dated May 4, 2004,  maturing May 31, 2005                            4,600

                                                                                                $13,200
The above notes bear interest at 8% per annum.`

In addition, $20,000 was advanced by
an unrelated party under a convertible loan agreement dated May 25, 2004. Repayment is
required on or before May 31, 2005 and interest is payable at 10% per annum.

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.

6.    
          RELATED PARTY TRANSACTIONS

Except as disclosed elsewhere, the
following related party transactions occurred during the six months ended June 30, 2004:

a)      The
Company issued 200,000 common shares at $0.65 per share to each of two directors of the
Company pursuant to employment agreements dated February 18, 2004. As a result, $260,000
was recorded in salaries and employee compensation expense.

b)      The
Company paid or accrued $48,000 in management fees to its majority shareholder, CHR.

7. COMMITMENTS

The Company has entered into an
option agreement with CHR to acquire forty-two unpatented mineral claims and the NE and NW
half of Section 9 and the surface rights to an additional 453 acres of Section 4 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 12,000,000 common shares to CHR under the option agreement.

---

CAPITAL HILL GOLD, INC.(formerly
Autec Associates, Inc.)

(An Exploration Stage
Company)NOTES TO THE FINANCIAL STATEMENTS

(Unaudited )

JUNE 30, 2004

8.    
          SEGEMENT INFORMATION

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

9.    
          FINANCIAL INSTRUMENTS

The Companys financial
instruments consist of cash, prepaid expenses, 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.

---

ITEM 2.

MANAGEMENTS PLAN OF
OPERATION

General

The Company holds an option to
explore, identify and develop a gold, silver and other precious metals property located in
Cochise County, Arizona, known as the Mexican Hat properties. Pursuant to an option
agreement (Option) with Capital Hill Resources Ltd. the Company may acquire 42
mineral unpatented claims (claim name Victor 1- 42 inclusive) and the NE, NW half of
Section 9, and the surface rights with an option to purchase surface rights (453 acres) on
Section 4.

The Option is subject to the terms of
two underlying option agreements and one surface lease with option to purchase agreement
collectively referred to as the Mexican Hat Agreements. On August 1, 2003,
Norman A. Pearson assigned 100% of his rights in the three agreements forming the Mexican
Hat Agreements to Capital Hill Resources Ltd. The Mexican Hat Agreements consists of two
option agreements by and between Mr. Pearson and Mr. Manuel R. Hernandez dated January 14,
2002 and December 14, 2002 respectively; and a surface lease with option to purchase
agreement dated July 1, 2003 by and between Mr. Pearson and Ms. Kay B. Graham. Mr. Manuel
Hernandez is the underlying owner of the mineral claims being acquired while Ms. Kay
Graham is the owner of the property the surface rights being acquired.

On February 27, 2004, the Company
signed a Management Agreement ( Agreement), with Capital Hill Resources Ltd
(CHR). Under the Agreement, Capital Hill Resources, Ltd. is to assist the
Company in the development of the Mexican Hat properties. Specifically CHR will supervise
hiring qualified staff, oversee the performance of personnel and the operation of the
business enterprises of the Company including but not limited to mining exploration;
identify business opportunities for the Company, due diligence, and negotiate contracts
for such opportunities; coordinate and administer all development programs including
capital funding projects; prepare and disseminate business plans and engineering reports;
liaison with corporate alliances, customers, auditors, solicitors and affiliated companies
and potential business partners. The initial term of this Agreement is for a period of 36
months commencing on March 1, 2004, and ending on December 31, 2007, with automatic renew
for subsequent one year periods.

The Mexican Hat Properties

Approximately 75 miles southeast of
Tuscon, AZ, the Mexican Hat properties lies in the middle of a highly anomalous area. No
less than twelve very large-scale producing or past-producing mineral mines lie within 50
miles of the property

The Mexican Hat properties have been
the subject of extensive exploration over the last 15 years. Placer Dome Inc., spent $1.9
million conducting extensive drilling and trenching. An engineering study using an
Indicator Kreiging technique indicated a reserve of 5.7 million tons at a
grade of 0.027 ounces per ton gold.

The Company believes that the
resource delineated by Placer Dome not only exists and is mineable, but can be expanded
with a new understanding of the property. Further, the Company believes that the
sub-surface of certain areas of the property bears economic grades of alluvial gold, which
can be mined inexpensively. A deep trench program is currently underway to test and
quantify the amount of gold-bearing alluvium.

---

Results of Operations

The Company intends to embark on a
two phase exploration program in an attempt to determine the economic feasibility of
developing the Mexican Hat properties for the extraction of precious metals. The Company
must explore the Mexican Hat properties to determine the presence of minerals, if any,
that exist on the property. Should the Companys exploration efforts determine
mineralization, it must then determine whether these metals exist in sufficient quantity
to economically justify future extraction and processing.

During the next 12 months, the
Company intends to start exploring for mineral reserves. The first phase of exploration
will include diamond drilling and deep trench bulk sampling, sampling, assaying,
structural geological work and surveys. The estimated first phase budget is estimated to
cost $200,000 USD and will require an estimated period of three months to complete.

In June of 2004, a total of 4 diamond
drill holes on the Victoria fault and 10 trenches to bedrock to test the Linda and 16
zones were completed. Core and trench samples were submitted to Mountain States R&D
International Inc., 13801 E. Benson Highway, Vail , Arizona for assaying. The Company has
yet to receive a report from Mountain Estates as a result of the fact that Mountain
Estates has an extensive backlog. The Company expects to receive the report from Mountain
Estates during the third quarter of 2004.

The second phase dependent upon first
phase results will include the installation of a production facility with a capacity of
150 cu/yards per hour, (450,000 cu/yards per year) plant, diamond drilling, assaying,
metallurgical testing, and refinery. The estimated cost for the second phase is $2,500,000
USD and will require an estimated period of twelve months to complete.

The Company does not expect to
receive revenues within its first 12 months of operation or ever, should exploration
efforts fail to identify precious metals in an amount economically favorable to extract.
Further, even if the Company discovers precious metals on the Mexican Hat properties that
can be extracted under economically attractive terms, it does not expect any revenues
until after the completion of its two phase exploration program. For the current fiscal
year, the Company anticipates incurring a loss as a result of exploration expenses,
accounting costs, and expenses associated with maintaining its disclosure obligations
under the Exchange Act of 1934, as amended (Exchange Act). Since the Company
does not anticipate generating any revenues in the near term it may continue to operate at
a loss.

Losses

For the six month period ended June
30, 2004, the Company recorded an operating loss of $77,335. This lack of profitability is
attributable to expenses related to accounting, administration and exploration expenses in
connection with the Mexican Hat properties. The Company did not generate any revenues
during this period.

The Company expects to continue to
operate at a loss through fiscal 2004 and due to the nature of the Companys business
cannot determine whether it will ever generate revenues from operations.

Capital Expenditures

The Company expended no funds on
capital expenditures during the six month period ending June 30, 2004.

---

Capital Resources and
Liquidity

The Company had total assets of
$4,158 as of the quarter ended June 30, 2004. These assets consist of cash on hand of
$3,408 and prepaid expenses of $750. Stockholders deficit in the Company was $86,147
at June 30, 2004. Cash flow used in operating activities was $100,496 for the six months
ending June 30, 2004. Cash was used on accounting, administration and exploration
expenses.

The Companys current assets are
insufficient to conduct its plan of operation over the next twelve (12) months. The
Company does not have sufficient capital to complete its plan of operation without a
substantial infusion of operating capital. The Company has no current commitments or
arrangements with respect to, or immediate sources of funding. Further, no assurances can
be given that funding, if needed, would be available or available to the Company on
acceptable terms. The Companys major shareholders would be the most likely source of
new funding in the form of loans or equity placements though none have made any commitment
for future investment and the Company has no agreement formal or otherwise with any
prospective joint venture partner. The Companys inability to obtain funding, if
required, would have a material adverse affect on its plan of operation.

Critical Accounting
Policies

In the notes to the audited
consolidated financial statements for the year ended December 31, 2003 included in the
Company Form 10-KSB, the Company discusses those accounting policies that are
considered to be significant in determining the results of operations and its financial
position. The Company believes that the accounting principles utilized by it conform to
accounting principles generally accepted in the United States of America.

Cautionary Statement
Pursuant to Safe Harbor Provisionsof the Private Securities Litigation Reform Act of
1995

This Form 10-QSB includes certain
statements that may be deemed to be forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements included in this Form 10-QSB,
other than statements of historical facts, address matters that the Company reasonably
expects, believes or anticipates will or may occur in the future. Such statements are
subject to various assumptions, risks and uncertainties, many of which are beyond the
control of the Company. These forward looking statements may relate to such matters as
anticipated financial performance, future revenue or earnings, business prospects,
projected ventures, and similar matters. When used in this report, the words
may, will, expect, anticipate,
continue, estimate, project, intend, and
similar expressions are intended to identify forward-looking statements within the meaning
of the Securities Act of 1933 and the Securities Exchange Act of 1034 regarding events,
conditions, and financial trends that may affect the Companys future plans of
operations, business strategy, operating results and financial position. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. To comply with the terms of the safe harbor, the Company cautions readers that
a variety of factors could cause our actual results to differ materially from the
anticipated results or other matters expressed in our forward-looking statements.

---

These risks and uncertainties, many
of which are beyond our control, include (i) the sufficiency of existing capital resources
and the Companys ability to raise additional capital to fund cash requirements for
future operations; (ii) uncertainties involved in exploration decisions on the Mexican Hat
properties; (iii) the ability of the Company to achieve sufficient revenues through
operating a precious metals extraction business to fund and maintain operations; and (iv)
general economic conditions. Although the Company believes the expectations reflected in
these forward-looking statements are reasonable, such expectations may prove to be
incorrect.

The Companys chief executive
officer (Malcolm Cameron) and chief financial officer (Kent Carasquero) act as the
Companys (Certifying Officers). They are responsible for establishing
and maintaining disclosure controls and procedures for the Company.

(a)    
          Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of June
30, 2004, the chief executive officer and chief financial officer have concluded that the
Companys disclosure controls and procedures (as defined in Rule 13a-14(c) and
15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective to ensure that
information required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission.

(b) Changes in Internal
Controls

Based on their evaluation as of June
30, 2004, the chief executive officer and chief financial officer have concluded that
there were no significant changes in the Companys internal controls over financial
reporting or in any other areas that could significantly affect the Companys
internal controls subsequent to the date of his most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses

PART II

|(a) |  | Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are
                    listed in the Index to Exhibits on page 16 of this Form 10-QSB, and are
                    incorporated herein by this reference.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Reports on Form 8-K. There were no reports on Form 8-K filed by the Company
                    during the second quarter of the year covered by this report:
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, this 20th day of August 2004.

Capital Hill Gold, Inc.

`/s/ Malcolm Cameron
By:  Malcolm  Cameron,   President  and  Chief  Executive
Officer


/s/ Kent Carasquero
By: Kent Carasquero, Chief Financial Officer`

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### 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          | *        | Code of Ethics (Incorporated by reference from Form 10QSB filed with the SEC on May 24, 2004.)                                                                                                        
|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.

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