SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) March 21, 2005

                                    CAPITAL HILL GOLD, INC.

             (Exact name of registrant as specified in its charter)


                                     Florida

                 (State or other jurisdiction of incorporation)


          0-32375                                                   65-0067192
(Commission File Number)                     (IRS Employer Identification No.)


 5486 Tiger Bend Lane, Morrison CO                                        80465
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (239) 513-9265

1403 East 900 South, Salt Lake City, Utah                                  84105
-----------------------------------------                                 -----
(Former address)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[]  Written  communications  pursuant  to Rule 425 under the  Securities  Act []
Soliciting   material  pursuant  to  Rule  14a-12  under  the  Exchange  Act  []
Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the Exchange
Act.


<PAGE>




Item 1..01.       Entry into a Material Definitive Agreement
Item 2.01.    Completion of Acquisition or Disposition of Assets.

         On March  17,  2005 the  Registrant's  newly  formed  subsidiary,  CAGI
Transition,  Inc., merged with Chiriquitos Mining,  Inc., a Wyoming corporation.
Chiriquitos  Mining was the  survivor  in the  merger.  In  connection  with the
merger,  the 20  shareholders  of  Chiriquitos  received  20,000,000  shares  of
Registrant  common stock, or 95.1% of the total  21,023,500  shares  outstanding
after the consummation of the acquisition.  In addition,  the Registrant assumed
the  outstanding   $100,000  principal  amount  of  Chiriquitos   Mining's  1.5%
Convertible  Debenture  due  December  31,  2006.  The  Registrant  also  issued
1,100,000 shares on March 17, 2005 upon conversion of $11,000 of the convertible
debenture of Chiriquitos Mining, Inc. which was assumed by the Registrant in the
merger.  As a result, as of March 14, 2005 there are 22,123,500 shares of common
stock outstanding.

         Chiriquitos Mining has acquired an option to acquire the Los Gavilanes
 mining concession. The option was
acquired by Chiriquitos Mining  from Minera Holmex S.A. de C.V.and International
 American Resources Inc.   The owner
of the mining concession, Sr.  Modesto Rivas Beltran of Culiacan, Sinaloa,
 Mexico, purchased the property in
December, 1989. Los Galivanes has significant evidence of gold deposits.

         The total purchase  price for the property  under the option  agreement
will be $805,000,  of which $10,000 has been paid, and an additional $5,000 must
be paid by April 3, 2005.  The  remaining  schedule of payments to maintain  the
option for the property is as follows. All option payments are to be credited to
the payment of the purchase price if the option is exercised.

                  Payment Due Date               Cash
                  -----------------------------------
                  November 1, 2005                       US$25,000
                  February 10, 2006              US$25,000
                  August 10, 2006                      US$30,000
                  February 10, 2007                   US$30,000
                  August 10, 2007                      US$40,000
                  February 10, 2008          US$40,000
                  August 10, 2008                      US$50,000
                  February 10, 2009                   US$50,000
                  August 10, 2009                      US$60,000
                  February 10, 2010                   US$60,000
                  August 10, 2010                      US$65,000
                        The total would be                   US$500,000

         A final payment of three hundred five thousand dollars ($305,000) shall
be due and payable on the 10th of February,  2011, to be paid in cash. Mr. Rivas
Beltran is entitled  to a  perpetual  3% royalty on net  proceeds  from  smelter
payments, but there is no guaranteed royalty.

Item 3.02 Unregistered Sales of Equity Securities
Recent Sales of Unregistered Securities

         The Registrant issued 10,000,000 shares of its common stock as of March
17,  2005 to 20  persons  in  connection  with the  merger of its  wholly  owned
subsidiary, CAGI Transition,  Inc., with Chiriquitos Mining, Inc. As a result of
the merger, the 20 shareholders of Chiriquitos Mining received 10,000,000 shares
of  Registrant  common stock in exchange for all of their shares of  Chiriquitos
Mining.  The exemption relied upon was Section 4(2) of the Securities Act, since
the shares were not offered to the public. No public solicitation or advertising
was utilized in the transaction.

         In addition,  the Registrant  issued 1,100,000 shares on March 14, 2005
upon conversion of $10,000 of the outstanding $100,000 convertible  debenture of
Chiriquitos  Mining, Inc. which was assumed by the Registrant in the merger. The
exemptions  relied upon was Section 4(2) of the  Securities  Act as a non public
offering,  and also Section  3(a)(9) of the Securities Act which section exempts
exchanges  of  securities  with between an issuer and its  securityholders.  The
convertible  debenture was issued by Chiriquitos Mining under Rule 504. A Notice
of Sale on Form D was filed by Chiriquitos Mining, Inc.

Item 5.01 Changes in Control of Registrant

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.
<TABLE>
<CAPTION>

                                                                        Number                     Percentage
                                                                       of Shares                    of Shares
   Name                         Office                                 Owned(1)                       Owned

<S>                                                                        <C>                        <C>
Daniel Enright                Chief Executive and Financial  Officer
                                and Director                                     0                          --

All officers
  and directors
  as a group (1 persons)                                                         0                          --
</TABLE>

(1) Except as otherwise noted,  shares are owned beneficially and of record, and
such record shareholder has sole voting, investment, and dispositive power.

Item 9.01.  Financial Statements and Exhibits

         2.1 Articles of Merger between Chiriquitos Mining, Inc., CAGI
 Transition, Inc. and the Registrant, as filed with the Wyoming Secretary of
 State.
          10.1.  Mining Option Agreement dated March 12, 2005 between
Chiriquitos Mining, Inc. Minera Holmex S.A. de C.V., and International American
 Resources Inc.
         21. Subsidiaries of the Registrant. Chiriquitos Mining, Inc. is a
wholly owned Wyoming subsidiary. No trade
names are employed.


                                   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.

Dated:  March 22, 2005

                                                       CAPITAL HILL GOLD, INC.



                                                       By: /s/ Daniel Enright
                                                            Daniel Enright
                                                          President and Chief
                                                        Financial Officer
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 21, 2005

                                    CAPITAL HILL GOLD, INC.

             (Exact name of registrant as specified in its charter)

                                     Florida

                 (State or other jurisdiction of incorporation)

          0-32375                                                   65-0067192
(Commission File Number)                     (IRS Employer Identification No.)

 5486 Tiger Bend Lane, Morrison CO                                        80465
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (239) 513-9265

1403 East 900 South, Salt Lake City, Utah                                  84105
-----------------------------------------                                 -----
(Former address)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[]  Written  communications  pursuant  to Rule 425 under the  Securities  Act []
Soliciting   material  pursuant  to  Rule  14a-12  under  the  Exchange  Act  []
Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the Exchange
Act.
Item 1..01.       Entry into a Material Definitive Agreement
Item 2.01.    Completion of Acquisition or Disposition of Assets.

         On March  17,  2005 the  Registrant's  newly  formed  subsidiary,  CAGI
Transition,  Inc., merged with Chiriquitos Mining,  Inc., a Wyoming corporation.
Chiriquitos  Mining was the  survivor  in the  merger.  In  connection  with the
merger,  the 20  shareholders  of  Chiriquitos  received  20,000,000  shares  of
Registrant  common stock, or 95.1% of the total  21,023,500  shares  outstanding
after the consummation of the acquisition.  In addition,  the Registrant assumed
the  outstanding   $100,000  principal  amount  of  Chiriquitos   Mining's  1.5%
Convertible  Debenture  due  December  31,  2006.  The  Registrant  also  issued
1,100,000 shares on March 17, 2005 upon conversion of $11,000 of the convertible
debenture of Chiriquitos Mining, Inc. which was assumed by the Registrant in the
merger.  As a result, as of March 14, 2005 there are 22,123,500 shares of common
stock outstanding.

         Chiriquitos Mining has acquired an option to acquire the Los Gavilanes
 mining concession. The option was
acquired by Chiriquitos Mining  from Minera Holmex S.A. de C.V.and International
 American Resources Inc.   The owner
of the mining concession, Sr.  Modesto Rivas Beltran of Culiacan, Sinaloa,
 Mexico, purchased the property in
December, 1989. Los Galivanes has significant evidence of gold deposits.

         The total purchase  price for the property  under the option  agreement
will be $805,000,  of which $10,000 has been paid, and an additional $5,000 must
be paid by April 3, 2005.  The  remaining  schedule of payments to maintain  the
option for the property is as follows. All option payments are to be credited to
the payment of the purchase price if the option is exercised.

                  Payment Due Date               Cash
                  -----------------------------------
                  November 1, 2005                       US$25,000
                  February 10, 2006              US$25,000
                  August 10, 2006                      US$30,000
                  February 10, 2007                   US$30,000
                  August 10, 2007                      US$40,000
                  February 10, 2008          US$40,000
                  August 10, 2008                      US$50,000
                  February 10, 2009                   US$50,000
                  August 10, 2009                      US$60,000
                  February 10, 2010                   US$60,000
                  August 10, 2010                      US$65,000
                        The total would be                   US$500,000

         A final payment of three hundred five thousand dollars ($305,000) shall
be due and payable on the 10th of February,  2011, to be paid in cash. Mr. Rivas
Beltran is entitled  to a  perpetual  3% royalty on net  proceeds  from  smelter
payments, but there is no guaranteed royalty.

Item 3.02 Unregistered Sales of Equity Securities
Recent Sales of Unregistered Securities

         The Registrant issued 10,000,000 shares of its common stock as of March
17,  2005 to 20  persons  in  connection  with the  merger of its  wholly  owned
subsidiary, CAGI Transition,  Inc., with Chiriquitos Mining, Inc. As a result of
the merger, the 20 shareholders of Chiriquitos Mining received 10,000,000 shares
of  Registrant  common stock in exchange for all of their shares of  Chiriquitos
Mining.  The exemption relied upon was Section 4(2) of the Securities Act, since
the shares were not offered to the public. No public solicitation or advertising
was utilized in the transaction.

         In addition,  the Registrant  issued 1,100,000 shares on March 14, 2005
upon conversion of $10,000 of the outstanding $100,000 convertible  debenture of
Chiriquitos  Mining, Inc. which was assumed by the Registrant in the merger. The
exemptions  relied upon was Section 4(2) of the  Securities  Act as a non public
offering,  and also Section  3(a)(9) of the Securities Act which section exempts
exchanges  of  securities  with between an issuer and its  securityholders.  The
convertible  debenture was issued by Chiriquitos Mining under Rule 504. A Notice
of Sale on Form D was filed by Chiriquitos Mining, Inc.

Item 5.01 Changes in Control of Registrant

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.
Number                     Percentage
                                                                       of Shares                    of Shares
   Name                         Office                                 Owned(1)                       Owned
Daniel Enright                Chief Executive and Financial  Officer
                                and Director                                     0                          --

All officers
  and directors
  as a group (1 persons)                                                         0                          --
(1) Except as otherwise noted,  shares are owned beneficially and of record, and
such record shareholder has sole voting, investment, and dispositive power.

Item 9.01.  Financial Statements and Exhibits

         2.1 Articles of Merger between Chiriquitos Mining, Inc., CAGI
 Transition, Inc. and the Registrant, as filed with the Wyoming Secretary of
 State.
          10.1.  Mining Option Agreement dated March 12, 2005 between
Chiriquitos Mining, Inc. Minera Holmex S.A. de C.V., and International American
 Resources Inc.
         21. Subsidiaries of the Registrant. Chiriquitos Mining, Inc. is a
wholly owned Wyoming subsidiary. No trade
names are employed.

                                   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.

Dated:  March 22, 2005

                                                       CAPITAL HILL GOLD, INC.

                                                       By: /s/ Daniel Enright
                                                            Daniel Enright
                                                          President and Chief
                                                        Financial Officer