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 March 31, 2001 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, OK 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 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 Commission 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 common stock outstanding of the registrant: 4,809,322 PART I ITEM 1. BUSINESS Results of Operations: For the quarter ending March 31, 2001, Gold Hill Corporation ("the Company") had little change, 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 March 31, 2001 Mineral Exploration. During the quarter, the Company continued its reconnaissance search for potential gold prospects in northern Nevada along the Carlin-Battle Mountain gold trends using remote radiometric surveys and surface geological evaluations. Also, further study was made of a gold prospect located in Spring Valley southerly of Virginia City along the Comstock Lode. Extensive study was also made of the Sleeper Mine area located north of Winnemucca. The mine, which produced nearly 2 million ounces of gold, is now dormant but has potential for extension deposits. Continued studies are in progress along with follow-up evaluation of prospective areas in the Battle Mountain trend. The Company may participate in the drilling of a few test holes with another party on a gold prospect in Spring Valley as mentioned above. The area is noted for high-grade deposits. Although the Company is very interested in gold exploration, the price of gold is in the doldrums. Consequently, there is not a lot of activity by the industry in wildcat gold exploration, particularly in the U.S. 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. The Company is placing most of its efforts toward oil and gas exploration since the price of oil and gas has more than doubled during the year. The Company is currently participating with oil Creek Production Company in the search for oil and gas prospects in east-central Oklahoma where several prospects have already been identified and leasing thereof has been in progress. Oil and gas leases have been taken on three prospects to date. Drilling on at least one of the prospects is expected in the month of May depending upon weather conditions and availability of rigs. The prospects are considered "wildcat" plays with significant potential. Each prospect if successful is expected to contain several million barrels of oil plus gas. However, as "wildcat" these activities should be considered high-risk. 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, 2001 Assets Current Assets Total Current Assets (cash) $ 219,785 Fixed Assets Furniture and Fixtures 138 Tangible Equipment 31,953 Accumulated Depreciation ( 28,778 ) ----------------------- Total Assets $ 223,098 Liabilities and Equity Current Liabilities $ none Equity Common Stock $ 597,400 Retained Earnings 623,923 Paid-In Capital 247,904 Current Income 1,717 Total Liabilities and Equity $ 223,098 ITEM 4. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Private Placement. Efforts to make a private placement of restricted stock at $1.00 per share will continue. The company plans to maintain a minimum price for the private placement 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 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 free of rent. Stock Options. It was agreed that no stock options will be offered at this time. SIGNATURES Pursuant to the requirements of Section 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.