SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number:
June 30, 2001 2-99518-D
Colorado 74-2446999
(State of incorporation)(I.R.S. employer identification number)
GOLD HILL CORPORATION
2233 West Lindsey
Suite 117
Norman, Oklahoma 73069
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code:
(405) 329-0930
Securities registered pursuant to Section 12 (B) of the Act:
Title of each class: None Name of each exchange
on which registered:
None
Securities registered pursuant to Section 12 (G) of the Act:
Common Stock, $0.002 Par Value (Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the Securities Exchange
Act of 1934 during the preceding 12 months (or shorter period that the
registrant was required to file such reports,) and (2) has been subject
to such filing requirements for the past 90 days.
___XXX_____ ____________
Yes No
The number of shares of the common stock of the registrant outstanding
as of June 30, 2001:
4,809,322 shares
PART I
ITEM 1. BUSINESS
Results of Operations.
Earnings and Cash Flows from Operating Activities. For the fiscal
year ending June 30, 2001, Gold Hill Corporation ("the Company")
realized a
small net loss which is detailed in the financial section of this
report.
The decrease in earnings and cash flows reported for the period was
due,
primarily to incidental expenses.
Summary of Business: 2000-2001.
Nevada Gold. As stated in our previous reports, Gold Hill abandoned
all of its mining claims and leases in the Elko, Nevada area due to
failure
to discover economic amounts of gold to the depths drilled, which were
up to 1,800 feet in some holes.
Plans are presently being made to conduct extensive geological and
geophysical reconnaissance studies in northern Nevada for gold deposits
in the general area of the existing gold trends, such as the Carlin and
Battle Mountain trends. Field geological and geophysical studies will
be carried out during late summer and hopefully followed up with an
aggressive claim staking and drilling program. From our studies to
date, we believe there are many large gold deposits remaining to be
discovered in that area, even whole new trends. The Carlin gold trend
is the most famous with several individual deposits containing in
excess of 30 million ounces. Although the current price of gold is
around
$275 per ounce, we believe this price has a great deal of upside
potential,
and that this is a good time to pursue gold exploration, particularly
in Nevada, while exploration activity is at a low.
ITEM 2. PROPERTIES
Oil and Gas Properties. During the year, Gold Hill was given an option
to participate with Oil Creek Production in a sizeable oil and gas
prospect located in Lincoln County, Oklahoma. More than 2,000 acres
were leased on the prospect followed by a wildcat test drilled through
the Skinner formation at a depth of 3,900 ft. The test well resulted
in
a dry hole and was plugged. Gold Hill did not join in the well, and
therefore incurred no losses. However, management of Oil Creek is
conducting extensive geological and geophysical reviews of the prospect
for possible oil and gas in a deeper zone. Gold Hill will have an
option to participate in a new test or re-entry of the dry hole.
Through Oil Creek, Gold Hill is looking at other oil and gas prospects
primarily in Oklahoma. The minimum potential of any wildcat prospect
must be at least one million barrels of oil or gas equivalent in order
to meet Gold Hill's evaluation criteria.
ITEM 3. OPERATIONS
General Operations. Gold Hill will continue its conservative policy
of avoiding debt and maintaining very low overhead costs. No salaries
will be paid or allowed to accrue at this time, nor will Gold Hill be
charged for the use of office space currently provided by its
principals.
Private Placement. Gold Hill is continuing to make a private
placement
of its common stock in order to finance a portion of the costs of the
projects described above.
Competition and Risks. The U.S. oil and gas industry has suffered an
economic decline that has resulted in reduced activity and widespread
business failures. The business environment is very competitive, and
there are a number of significant risks associated with oil and gas
exploration and production, including operational as well as
exploration.
Gold Hill Corporation intends to seek high-risk, high-potential
prospects as well as lower-risk, lower-potential development ones.
However, the major effort will be towards wildcat prospects with
potential of 1,000,000 bbls or greater.
Regulation. The domestic exploration for mineral, including oil and
gas, reserves is subject to various state and federal environmental
laws, rules, and regulations.
Operators in the industry are subject to the Clean Water Act and
damages which could arise out of environmental pollution.
Corporate History. Gold Hill Corporation is an exploration company
focused on large wildcat major oil, gas, and gold prospects, which if
successful will significantly impact upon the value of the Company's
stock. In addition to the Nevada Gold prospect, Gold Hill is active in
oil and gas exploration.
Although Gold Hill is a public company, it is considered to be a
startup company and its stock does not presently trade. Management's
policy is to withhold stock trading until an important discovery is
made.
Gold Hill's management is comprised of experienced and successful
explorationists who are qualified to carry forth the goals and
aspirations of the company. The primary goal of the company is to
discover a major deposit while avoiding debt. At the same time, the
company is focusing on retaining a large interest in each prospect so
that a discovery will have a dramatic impact on stock value to the
benefit of the shareholders.
Gold Hill's executive and operations offices are located in Oklahoma
at 2233 West Lindsey, Suite 117, Norman, Oklahoma 73069 (telephone
405-329-0930). Unless the context otherwise requires, the term "Gold
Hill" as used herein refers to Gold Hill Corporation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual shareholder's meeting for the fiscal year ending June 30,
2001 was held during the month of July 2001 by shareholders
representing
the majority of shares outstanding. At that time, the year 2002
directors' meeting was held and officer elections took place. The
present slate of officers were re-elected to serve for the upcoming
year. They are:
Earl W. Smith (1) 74 President and Director
T. J. Simek (2) 59 Vice-President and Director
Paul W. Smith (3) 41 Director
Susan Nash, Ph.D. (4) 43 Secretary-Treasurer
(1) Earl W. Smith, President and Director: Mr. Smith has been actively
involved in geological exploration and development since 1954, after
receiving B.S. and M.S. degrees in Geology from the University of
Oklahoma. He served as regional exploration geologist for Samedan Oil
Corporation from 1954-1961. In addition to exploration geology in both
mining and the oil industries, Mr. Smith possesses corporate management
experience, serving as the president of Siskon Corporation, a public
company engaged in mining exploration, from 1970-1981. Since 1981, he
has been a successful independent geologist.
(2) T.J. Simek, Vice President and Director: Mr. Simek has been
engaged in the oil and gas industry since 1959, gaining expertise in
virtually every aspect of drilling and completion operations. In
addition to field operations management, Mr. Simek is actively involved
in land acquisition and leasing. Since 1978, Mr. Simek has served as
the president of Simek Oil Properties, Inc., a private company engaged
in oil drilling, completing, and producing.
(3) Paul W. Smith, Director: Mr. Smith has developed and supervised
geological and geophysical field investigations for oil and gas, as
well as gold exploration and development. Further, he has developed
computer modeling programs that result in more accurate processing of
gravity
and magnetic data. While his degrees are in Geology (B.S. Oklahoma,
1982,
M.S. Oklahoma, 1992), he has obtained additional training in
geophysics,
as well as valuable field experience, especially in the Nevada Basin
and
Range Province. In addition, he has managed oil and gas exploration
and development programs, including the acquisition of existing
production.
(4) Susan Smith Nash, Ph.D. Secretary-Treasurer: Dr. Nash's academic
credentials include a B.S. in Geology, an M.A. in English, and
extensive graduate work in economics. She holds a Ph.D. in English
from
the
University of Oklahoma. She has worked on projects relating to the
petroleum industry and economic diversification in several countries,
including Kazakhstan, Uzbekistan, Azerbaijan, Colombia, Venezuela, and
other countries in South America.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Markets for Common Stock. The market for Gold Hill's Common Stock is
inactive at the present time, but the Company will be seeking an
over-the-counter or lesser market depending upon its asset growth. Or,
Gold Hill may seek an industry buyer or merger.
Private Placement. The company is seeking to place 450,000 shares of
its restricted common stock at $1.00 per share. These units may only
be offered and sold to those who meet the suitability standards for
investment as expressed in an offering circular that accompanies the
private placement memorandum. During the past fiscal year, the company
made no sales of stock.
Dividends. Gold Hill paid no cash dividends during the fiscal year
ended June 30, 2001. No dividends will be paid in the immediate
future. All profits and proceeds are to be reinvested in the company.
There is no open market for Gold Hill stock at this time, and none will
be developed until conditions change to the satisfaction of management.
At June 30, 2001, 4,809,322 shares of common stock were outstanding.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Gold Hill can be considered a start-up company, and management plans
to obtain operating capital through joint ventures, geological
consulting services, and private placements of restricted stock. The
proceeds of private placements will be used to fund the acquisition of
favorable oil and gas prospects and testing of its Nevada gold
prospects.
Private Placement. Further efforts will continue to make a private
placement of restricted stock at $1.00 per share. The shares are
restricted, and the price is $1.00 per share.
The company plans to maintain a minimum price for the private
placement
restricted stock at $1.00 per share for an additional six months, and
that the effort would be extended for that time. In the event of
drilling successes, Gold Hill may continue to market restricted stock
in
a private placement at a higher price per share, depending upon market
conditions. In line with its conservative policies, the management of
Gold Hill will not market more stock than its immediate capital needs
in
order to keep the number of shares outstanding at a minimum.
Oil and Gas Leases. Gold Hill is looking at additional oil and gas
prospects to lease in the forthcoming year.
Salaries and Operations Overhead. It was agreed that Gold Hill will
continue its policy of paying no salaries to its officers and
directors,
and that it will continue to use the offices of its directors
rent-free.
Stock Options. It was agreed that no stock options will be offered at
this time.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report
thereon of Ron Kirkpatrick, C.P.A., are contained within this report.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-K as prescribed
by the Securities and Exchange Commission. All material adjustments
which, in the opinion of Management, were necessary for a fair
presentation of the results for the interim periods have been
reflected.
Gold Hill Corporation
Balance Sheet
June 30, 2001
Current Assets
BANK OF OKLAHOMA $ 35,193.32
BANK OF OKLAHOMA 1,394.73
BANK OF OKLAHOMA 172,085.47
A/R - Stockholders 10,772.83
------------
Total Current Assets $ 219,446.35
Fixed Assets
FURNITURE AND FIXTURES $ 138.46
TANGIBLE EQUIPMENT 31,952.75
ACCUMULATED DEPRECIATION (31,413.92)
--------------
Total Fixed Assets 677.29
Total Assets $ 220,123.64
Current Liabilities none
Equity
COMMON STOCK $ 597,400.00
RETAINED EARNINGS (623,922.76)
PAID-IN CAPITAL 247,904.00
Current Income (Loss) ( 1,257.60)
----------------
Total Equity $ 220,123.64
Total Liabilities and Equity$ 220,123.64
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
There were no salaries or other compensation paid to executives during
the fiscal year ending June 30, 2001. The Company resolved to not pay
salaries or compensation to executives during the upcoming year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Oil Creek Production, a privately-held corporation owned by Simek and
Smith has sold certain oil and gas leases to Gold Hill at cost since
Gold Hill has limited capital and personnel, but Oil Creek retained an
overriding royalty interest equal to the difference between 80 percent
net revenue interest and the base lease net revenue interest. Mr.
Smith
will retain a small royalty in the Nevada Gold property.
Management stock. Part of Gold Hill's restricted stock is owned
directly or indirectly by present management as follows:
Direct Indirect
T. J. Simek Director 810,235
Paul W. Smith Director 540,157
Earl W. Smith Director 1,080,394
Susan Smith Nash secretary-treasurer
110,000 50,000
Total Direct shares: 110,000
Indirect shares: 2,480,786
Stock owned by management, acquired in the open market:
Direct Indirect
Susan Smith Nash Secretary-Treasurer 1,000
Earl W. Smith Director 89,470
Stock Options. The Company does not have a plan to grant any stock
options to any of its officers or directors.
SIGNATURES
Pursuant to the requirements of Sections 13 and 14 (D) of the
Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf of Undersigned, there unto duly authorized.
GOLD HILL CORPORATION