SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2000 Commission file number: 2-99518D (State of incorporation) Colorado (I.R.S. employer identification number) 74-2-446999 Address: GOLD HILL CORPORATION 2233 West Lindsey Suite 117 Norman, Oklahoma Zip code: 73069 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. [x] yes [ ] no The number of shares of the common stock of the registrant outstanding: 4,809,322 shares PART I ITEM 1. BUSINESS Results of Operations: For the quarter ending September 30, 2000, Gold Hill Corporation ("the Company") realized a small profit which is detailed in the financial section of this report. Most of the activity was directed toward oil and gas studies with minimal overhead expenditures. Summary of Business: Quarter ended September 30, 2000. Nevada Gold. Gold Hill abandoned all of its mining claims and leases in the Elko, Nevada area due to failure to discover economic gold to the depth drilled. Altogether over a period of several years the Company drilled approximately 15 reverse circulation holes on a significant structural feature to depths up to 1800 feet. To drill any deeper than these depths would be very expensive. Also, deep ore deposits are less attractive at today's depressed gold prices. During the current year, Gold Hill conducted gold surveys over other prospective areas in Nevada for potential gold trends and deposits at shallower depths. Early reconnaissance has been encouraging. The Company is planning more work during the early part of year 2000, and is hopeful of following up with an aggressive claim staking and drilling program. The area of interest is still in northern Nevada, which hosts many world class gold deposits, such as those of Placer Dome, Barrick Gold and Newmont Mining. Proven gold reserves in the state of Nevada are estimated at 100-200 million ounces. Some individual gold deposits contain more than 30 million ounces. A discovery of this magnitude would have a significant impact upon the Company. 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 450,000 shares of its common stock in order to finance a portion of the costs of the projects described herein. The price of the shares is still $1.00 per share. ITEM 2. PROPERTIES Oil and Gas Properties. During the year, Gold Hill participated with Oil Creek Production to the extent of a 25% working interest in the acquisition of oil and gas leases covering over 1,000 acres on a wildcat prospect located just north of Paden in east-central Oklahoma. The objective targets were lower Pennsylvanian sands, Hunton lime, and Wilcox sands of Ordovician age. During January of this current year (2000), Oil Creek Production drilled a hole to a depth of approximately 4,600 feet reaching the Second Wilcox sand. The well was not successful with only slight shows of gas in the Pennsylvanian sands and a non-commercial show of oil and gas in the Hunton Lime, a current producer adjoining our leases to the east. Upon geological review of the drilling results, it is the belief of management that the well was drilled on the down side of a nearby fault and that the prospect still has considerable merit, and could have oil and gas trapped in significant amounts on our acreage south of the fault. Studies are continuing. There is a strong possibility that another hole will be drilled on the prospect early in the current year, possibly in March or April. Mining Properties. Gold Hill is continuing to evaluate the gold potential under its leases and mining claims located in Elko County, Nevada. ITEM 3. LEGAL PROCEEDINGS There are no pending legal proceedings, to which Gold Hill is a party or of which any of its property is the subject. BALANCE SHEET September 30, 2000 Assets Current Assets Total Current Assets (Cash) $ 312,995 Fixed Assets Furniture and Fixtures 138 Tangible Equipment 31,953 Accumulated Depreciation ( 25,958 ) _________________________ Total Assets $ 319,128 Liabilities and Equity Current Liabilities $ none Equity Common Stock $ 597,400 Retained Earnings ( 566,953 ) Paid In Capital 247,904 Current Income (loss) 40,777 Total Liabilities & Equity $ 319,128 ITEM 4. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Private Placement. Efforts to make private placement of restricted stock at $1.00 per share will continue. 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, but 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 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 rentfree. Stock Options. It was agreed that no stock options will be offered at this time. 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.