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, 2003 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) 321-8371
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, 2003:
4,965,322 shares
PART I
ITEM 1. BUSINESS
Results of Operations.
Earnings and Cash Flows from Operating Activities.
For the fiscal year ending June 30, 2003, Gold Hill Corporation
("the Company") realized a 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 expenses related to the Spring City
and Tonopah gold prospects located in Nevada.
Summary of Business: 2002-03.
ITEM 1: BUSINESS
Mineral Exploration.
During the year, the company continued its search
for gold prospects in northern Nevada along the famous
Carlin and Battle Mountain gold trends. Study was also
made of several past gold camps off-trend.
The Company conducted an extensive survey of these
trends using a proprietary method referred to as
the Frequency Analyzer which has certain depth
penetration capability. The search resulted in
locating a large gold-silver anomaly on the Carlin
gold trend in the pediment about 6 - 8 miles
northeast of the small community of Paradise Valley.
Subsequently, in October, 72 lode mining claims were
staked on public lands controlled by the Bureau of
Land Management (BLM). During January and February
of this current year, 2003, management made an
in-depth study of the gold prospect on-ground
using its proprietary exploration methods and elected
to stake an additional 36 lode mining claims.
The gold anomaly appears to be exceptionally large
with major potential in both gold and silver.
The prospect was named Spring City Gold Prospect, so
named for the long abandoned small gold camp of
Spring City 3 miles beyond the prospect in rugged
mountain terrain. Spring City is totally abandoned,
population zero.
The Spring City Gold Prospect must be considered a
high risk venture because of its location in the
pediment area in the range front concealed beneath
several hundred feet of barren alluvium eroded off
the adjoining mountain range. From management's
recent studies the anomaly is large and relatively
shallow. The Spring City district has attracted
many companies from time to time, including several
majors such as Newmont, but none has drilled
in the pediment area.
Preliminary test holes.
These will be drilled in the fall, depending
upon gaining BLM permits, an available drill rig
and favorable weather conditions. The price of
gold has moved up from the doldrums of last year
to current prices of $350 per ounce. This is
not high, but yet sufficient to inspire an increase
in exploration activity. The current market
for a large deposit at economic depths is
excellent. In the event of a major discovery,
the Company will either sell, merge, or joint
venture with one of the major gold producers.
Other gold-silver prospects have been identified.
One in particular was staked during early February,
located between the towns of Tonopah and Goldfield
in Esmeralda County. A total of 56 load claims were
staked. The prospect is referred to as the Tonopah
property since the geology appears to resemble
that of the Tonopah type deposits rather than
Goldfield. Bonanza gold-silver epithermal
deposits occuring in quartz veins within volcanics
were produced at Tonopah during the early 1900s.
This prospect is also located in a pediment concealed
beneath several hundred feet of barren alluvium. It
is the intent of management to spread the risk with
multiple prospects of both gold and oil rather than
to place all its eggs in one basket. The focus
of the Company is only upon prospects which, if
successful, will impact the value of its stock
in a major way. The Spring City and Tonopah Gold
prospects have that potential.
ITEM 2: PROPERTIES
Oil and Gas Properties.
The Company is also continuing to focus efforts toward
oil and gas exploration. The Company is currently
participating with Oil Creek Production Company
in search of oil and gas prospects in east-central
Oklahoma where several prospects have been identified.
The prospects are considered "wildcat" plays with
significant potential, but as "wildcats" these prospects
should be considered high-risk.
The prospects currently under study have potential
of 3 to 6 million barrels each, which if successful could
favorably impact the share value of Gold Hill stock.
At least on of these prospects is expected to be included
in a drilling program with the Nevada gold properties.
Much larger prospects have been identified, even
in the giant class, located in other states, but they
are too costly for Gold Hill to participate in at this time.
However, Gold Hill will attempt to seek joint venture partners.
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. Gold Hill will not 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
450,000 shares of its common stock in order to
finance a portion of the costs of the projects
described above.
Competition and Risks.
The business environment is very
competitive and there are a number of significant risks
associated with oil and gas, and mineral exploration and
production, including operations 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
developing 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
405-321-8371). 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, 2003 was previously held by shareholders
representing the majority of shares outstanding.
The present slate of officers were re-elected to serve
for the upcoming year. They are:
Earl W. Smith (1) President and Director
T. J. Simek (2) Vice-President and Director
Paul W. Smith (3) Director
Susan Nash, Ph.D. (4) 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. To date, the Company
has sold about half of the offering.
Dividends.
Gold Hill paid no cash dividends during the
fiscal year ended June 30, 2003. 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, 2003, 4,965,322 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 is considered a developing 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, 2003
Current Assets
BANK OF OKLAHOMA $ 306,515.90
BANK OF OKLAHOMA 3,173.41
BANK OF OKLAHOMA 102,958.53
A/R - Stockholders 5,188.82
Paradise Valley Bond 4,309.00
----------------------
Total Current Assets $ 422,145.66
Fixed Assets
FURNITURE AND FIXTURES $ 138.46
TANGIBLE EQUIPMENT 31,952.75
ACCUMULATED DEPRECIATION (32,091.21)
--------------
Total Assets $ 422,145.66
Current Liabilities none
Equity
COMMON STOCK $ 753,400.00
RETAINED EARNINGS (527,950.69)
PAID-IN CAPITAL 247,904.00
Current Income (Loss) ( 51,207.75)
----------------
Total Equity $ 422,145.66
Total Liabilities and Equity$ 422,145.66
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, 2003. 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
or controlled 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
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