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, 2002 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) 740-8740
>
> 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, 2002:
>
> 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, 2002, Gold Hill Corporation ("the Company")
realized
> a
> small net gain which is detailed in the financial section of this
report.
> The increase in earnings and cash flows reported for the period was
due
> primarily
> to an increase in consulting income.
>
> Summary of Business: 2001-2002.
>
> 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 3,800 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. In the dry hole mentioned above, the
Skinner
> sand was
> not present. our current studies indicate that the sane may be
present
> downdip to the
> west as a large offshort stratigraphic trap. An isopach of the sand
is
> presently
> being made. Large amounts of Skinner oil have been produced in the
nearby
> Payson
> oil field.
>
> 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.
> One such prospect is the South Wanette Oil Field, originally drilled
> during the 1950s
> and produced from the Layton sand at approximately 3,100 feet.
Although
> the field is
> now depleated, management believes there is deeper oil potential in
the
> untested
> Calvin Sand reservoir at a depth of around 3,700 feet. Detailed
geologic
> studies
> are being carried out, including a radio-frequency survey of the
Calvin
> zone. Early
> results appear promising. A test wel may be drilled later in the
year,
> depending upon
> recommendations made from the study. The Calvin sand has been a
prolific
> producer in
> the area. This test is considered medium to high risk.
>
>
> 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
> 405-740-8740). 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,
2002
> 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) 75 President and Director
>
> T. J. Simek (2) 60 Vice-President and Director
>
> Paul W. Smith (3) 42 Director
>
> Susan Nash, Ph.D. (4) 44 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, 2002. 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, 2002, 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 $ 101,007.98
> BANK OF OKLAHOMA 688.07
> BANK OF OKLAHOMA 210,468.54
> A/R - Stockholders 5,188.82
> ------------
> Total Current Assets $ 317,353.41
>
> Fixed Assets
> FURNITURE AND FIXTURES $ 138.46
> TANGIBLE EQUIPMENT 31,952.75
> ACCUMULATED DEPRECIATION (32,091.21)
> --------------
>
>
>
> Total Assets $ 317,353.41
>
> Current Liabilities none
> Equity
>
> COMMON STOCK $ 597,400.00
> RETAINED EARNINGS (625,180.36)
> PAID-IN CAPITAL 247,904.00
> Current Income (Loss) 97,229.77
> ----------------
> Total Equity $ 317,353.41
> Total Liabilities and Equity$ 317,353.41
>
>
> 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, 2002. 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
> SecuritiesExchange 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
>
>
>