SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 8-K
                                 CURRENT REPORT
              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                          Date of report: June 30, 1998
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                         SILVERTHORNE PRODUCTION COMPANY
             (Exact name of Registrant as specified in its charter)

        COLORADO                     2-85845-D                   84-0189377
(State or other jurisdiction        Commission               (IRS Employer
of incorporation or organization)     File No.               Identification No.)

16053 Via Viajera, Rancho Santa Fe, CA 92067              (619) 759-9123
(Current address of principal executive office)      (Registrant's telephone No.
                                                           with area code)

ITEM 1.  CHANGE IN CONTROL OF REGISTRANT.

     Change  of  ownership  resulted  from  David  L.  Jackson's   agreement  to
reclassify the subject  accounts  payable,  which included billing for legal and
consulting services rendered,  and note payable with interest thereon to Company
stock at the rate of $.0125 instead of $.001 par value, which benefitted Company
by $121,638  capital paid in excess of par  resulting  from the debt  reduction.
David L. Jackson was issued  10,536,720  shares of Company's  Common Stock. As a
result of the shares issued to David L. Jackson,  plus shares  attributable  for
spouse and minor daughter,  David L. Jackson's  beneficially  owned shares total
10,887,151  Common stock which is  approximately  69.09% of the Company's  total
shares issued and outstanding and control of registrant.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                  SILVERTHORNE PRODUCTION COMPANY



Dated: June 30, 1998              By: /s/ T.M. Jackson
                                     -------------------------------------------
                                     T.M. Jackson, Secretary and Director