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 Commission file number: March 31, 2000 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: 4,809,322 shares PART I ITEM 1. BUSINESS Results of Operations: For the quarter ending March 31, 2000, Gold Hill Corporation ("the Company") realized a loss which is detailed in the financial section of this report. Most of the activity was directed toward oil and gas drilling and studies. Summary of Business: Quarter ended March 31, 2000. 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 early 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. 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. After extensive geological studies, the recommendation was made not to drill another test on the acreage block. The only zone having any merit was probably limited to the Hunton lime which nearly always produces a great deal of water in this region of Oklahoma where the prospect was located. The cost of drilling salt water disposal wellwould be prohibitively expensive, considering the limited economic potential. The acreage block has been sold to a local exploration company interested in dewatering the Hunton. Thus, Gold Hill was able to salvage a small portion of its investment in the prospect. The Company is currently participating in the search for other oil and gas prospects in eastern Oklahoma and has identified several targets. If the acreage is open, the leases thereon will be leased and a well will be drilled as soon as possible. The minimum potential of any wildcat prospect must be at least one million barrels of oil in order to meet Gold Hill's evaluation criteria. Gold Hill is also studying prospects located in the West Texas area where the potential is much greater. Mining Properties. Gold Hill is continuing to evaluate the gold potential. 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 March 31, 2000 Assets Current Assets Total Current Assets (Cash) $ 191,333 Fixed Assets Furniture and Fixtures 138 Tangible Equipment 31,953 Accumulated Depreciation ( 25,958 ) _________________________ Total Assets $ 197,466 Liabilities and Equity Current Liabilities $ none Equity Common Stock $ 597,400 Retained Earnings ( 566,953 ) Paid In Capital 247,904 Current Income (loss) ( 80,885 ) Total Liabilities & Equity $ 197,466 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 of shares outstanding at a minimum. Oil and Gas Leases. Gold Hill is looking at additional oil and gas prospects to lease in the current 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. 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