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, 1999 2-99518-D
Colorado
(State of incorporation)
74-2446999
(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.
[x] yes
[ ] no
The number of shares of the common stock of the registrant outstanding
as of June 30, 1999:
4,682,322 shares
PART I
ITEM 1. BUSINESS
Results of Operations.
Earnings and Cash Flows from Operating Activities. For the fiscal
year
endingJune 30, 1999, 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, in
part, to drilling and carrying costs of the Nevada gold project.
Summary of Business: 1998-99.
Nevada Gold. Due to the low price of gold, currently near $250/oz.,
and due to the failure to discover economic gold at depths under 1,000
feet, the company decided to abandon all of its mining claims and
leases in the Elko, Nevada area. During the late fall of 1998, Gold
Hill
drilled 4 holes on a large sedimentary structure but failed to
encounter sufficient encouragement to drill any deeper. All of the
holes were
drilled below 1200 feet, one below 1500 feet. At current gold prices,
there is very little interest in the industry to explore for gold at
these depths. The cost of drilling below 1500 feet becomes very
expensive and is practically beyond the depth limits of reverse
circulation-type drilling.
Considerable time and effort during 1999 was devoted to surface
exploration of other areas in Nevada where large gold potential might
be found at depths much less than 1,000 feet. It is the intent of the
company to pursue specific targets beginning in early spring of 2000
assuming the price of gold does not sink much lower.
Oil and Gas Prospects. During the current year, the company began a
leasing program on a relatively large oil and gas prospect located in
east-central Oklahoma and will commence drilling as soon as the leasing
has been completed. The prospect has the potential of several millions
of barrels at a depth of under 5,000 feet.
Other oil and gas prospects are currently being studied elsewhere in
Oklahoma.
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 2. PROPERTIES
Oil and Gas Properties. Geological investigations are
continuing on several prospects, and oil and gas lease
acquisition has been initiated.
Mining Properties. Gold Hill is continuing to evaluate gold
Prospects in 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual shareholders meeting for the fiscal year ending
June 30, 1999 will be held in the month of December 1999.
At that time, the 1999 directors' meeting will be held, and
officer elections will take place. Until then, the officers
elected during the 1997 meeting will continue to serve.
The following was discussed and agreed upon at the
directors' meeting held at Norman, Oklahoma:
Earl W. Smith was nominated and elected Chairman of the Board of
Directors for the year ending June 30, 1998.
The following executive officers were elected for the year ending
June 30, 1998:
Earl W. Smith (1) 72 President and Director
T. J. Simek (2) 57 Vice-President and Director
Paul W. Smith (3) 39 Director
Susan Nash, Ph.D. (4) 41 Secretary-Treasurer
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.
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.
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 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.
Susan 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. In addition to ten years
experience in exploration geology, Nash possesses well-rounded
expertise in international research, marketing, and sales.
Her areas of expertise include high-technology training programs
via Internet, oil and gas industry technical sales, and industrial
products, including machinery and raw materials. She has led trade
missions to South America, and has organized commercial, cultural,
and educational events many international groups from countries
such as Uzbekistan, Kazakhstan, Turkmenistan, Venezuela, Guatemala,
Mexico, and Paraguay with the goal of developing new markets in
the United States. Nash is currently Director of Engineering and
Geosciences for the University of Oklahoma College of Continuing
Education.
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.
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, 1999. 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, 1999, 4,682,322 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, 1999
Current Assets
BANK OF OKLAHOMA $ 62,020.18
BANK OF OKLAHOMA 12,179.80
BANK OF OKLAHOMA 165,456.00
A/R - Stockholders 22,562.63
Drilling Advance -- N. Paden 10,000.00
Total Current Assets 272,218.61
Fixed Assets
FURNITURE AND FIXTURES $ 138.46
TANGIBLE EQUIPMENT 31,952.75
ACCUMULATED DEPRECIATION (25,539.92)
Total Fixed Assets 6,554.29
Other Assets
Total Assets $ 278,769.90
Current Liabilities ----------------none-------------
Equity
COMMON STOCK
$ 597,400.00
RETAINED EARNINGS (487,121.15)
PAID-IN CAPITAL 247,904.00
Current Income (Loss) (79,412.95)
Total Equity $ 278,769.90
Total Liabilities and Equity
$ 278,769.90
Gold Hill Corporation
Income Statement
For the Period Ended June 30, 1999
3 Months Ended 12 Months ended
June 30, 1999 Pct June 30, 1999 Pct
Revenue
INTEREST INCOME
$ 15,867.03 3.01 $ 19,595.46 13.18
OIL AND GAS REV
0 42.93
- ------------------------
TOTAL REV
19,618.39 100.00
Cost of Sales
ABN WELL EXP $ 0.00 $8,491.71
NEVADA GOLD PRJ 0.00 69,169.14
NEVADA PRJ - LEASE 0.00 16,398.68
Total Cost of Sales $ 15,867.03 92,059.53
- --------------------------------------------
Gross Profit $ (15,867.03) $ (72,441.14)
Operating Expenses
DEPRECIATION $2,819.00 2,819.00
DUES & SUBSCRIPTS 540.0 825.00
FILING FEES 0.00 316.00
LEGAL AND ACCTG 150.00 750.00
OFFICE EXPENSE 00.00 425.30
TRANSFER FEES 428.00 1,836.50
TOTAL EXPENSES 3,937.00 6,971.81
Net Income (Loss)
$ 11,930.03 $(79,412.95)
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
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, 1999. 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- 110,000 50,000
Treasurer
______________________________________
Total Direct & Indirect shares 110,000 2,480,786
Stock owned by management, acquired in the open market:
Susan Smith Nash Secretary- 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