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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+MIC-Info: RSA-MD5,RSA,
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+<SEC-DOCUMENT>0000774491-01-500010.txt : 20010122
+<SEC-HEADER>0000774491-01-500010.hdr.sgml : 20010122
+ACCESSION NUMBER:		0000774491-01-500010
+CONFORMED SUBMISSION TYPE:	10-K
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	19990630
+FILED AS OF DATE:		20010108
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			GOLD HILL CORPORATION
+		CENTRAL INDEX KEY:			0000774491
+		STANDARD INDUSTRIAL CLASSIFICATION:	MINERAL ROYALTY TRADERS [6795]
+		IRS NUMBER:				742446999
+		STATE OF INCORPORATION:			CO
+		FISCAL YEAR END:			0630
+
+	FILING VALUES:
+		FORM TYPE:		10-K
+		SEC ACT:		
+		SEC FILE NUMBER:	002-99518-D
+		FILM NUMBER:		1503085
+
+	BUSINESS ADDRESS:	
+		STREET 1:		2233 W LINDSEY
+		STREET 2:		SUITE 117
+		CITY:			NORMAN
+		STATE:			OK
+		ZIP:			73069
+		BUSINESS PHONE:		4053290930
+
+	MAIL ADDRESS:	
+		STREET 1:		2233 W LINDSEY
+		STREET 2:		SUITE 117
+		CITY:			NORMAN
+		STATE:			OK
+		ZIP:			73069
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	MESA CONTRACT MINING INC
+		DATE OF NAME CHANGE:	19910225
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K
+<SEQUENCE>1
+<FILENAME>r10k1999.txt
+<DESCRIPTION>GOLD HILL CORPORATION
+<TEXT>
+
+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
+
+
+
+
+
+
+
+
+
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----