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SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
[ x ] ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, For the year ended March 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934, For the transition period
Commission File Number 1-3323
NEW HILARITY MINING COMPANY
(Exact name of registrant as specified in its charter)
IDAHO 82-0183199
(State of Incorporation (I.R.S. Employer
or Organization) ID Number)
717 West Sprague Avenue
Suite 1100 Washington Trust Bank Building
Spokane, Washington 99204
(Address of Principal Executive Offices)
(509)-747-6752
(Registrant's Telephone Number)
Securities Registered Under Section 12 (b) of the Act:
None
(Title of Class)
Securities Registered Under Section 12 (g) of the Act:
Common Stock, $.10 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section `3 or `5(d) of the Securities Exchange act of
1934 during the preceding 12 months (or for such 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.
[ ] YES [ x ] NO
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III or any amendment to this
Form 10-K. [ x ]
The aggregate market value based on the average bid and asked prices of the
registrant's Common Stock held by non-affiliates of the registrant at
November 15, 1996, was approximately $32,500. As of November 15, 1996, there
were 3,250,000 shares of the registrant's Common Stock outstanding.
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ITEM 1. BUSINESS
The registrant was incorporated under the laws of the State of Idaho on
February 27, 1930, for the primary purpose of exploring and the development
of mining properties. Prior to 1993, the Company had owned fifteen
unpatented lode mining claims in the Coeur d'Alene Mining District of
Shoshone County, Idaho. Due to the increased fees from the Bureau of Land
Management on unpatented mining claims, and the depressed prices for silver
and lead, the Company decided to abandon these mining claims in 1993. The
Company is now an inactive mining company.
ITEM 2. PROPERTIES
The registrant abandoned all properties in 1993.
ITEM 3. LEGAL PROCEEDINGS
The registrant is not a party to any litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the
fiscal year ended March 31, 1993.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The registrant's common stock is traded on the national over-the-counter
market. ("On pink sheets")
<TABLE>
<CAPTION>
FISCAL YEAR MARCH 31, 1992
<S> <C> <C>
Quarter Low bid High Bid
04/01/91 to 06/30/91 $0.01 $0.01
07/01/91 to 09/30/91 $0.01 $0.01
10/01/91 to 12/31/91 $0.01 $0.01
01/01/92 to 03/31/92 $0.01 $0.01
FISCAL YEAR MARCH 31, 1993
Quarter Low bid High bid
04/01/92 to 06/30/92 $0.01 $0.01
07/01/92 to 09/30/92 $0.01 $0.01
10/01/92 to 12/31/92 $0.01 $0.01
01/01/93 to 03/31/93 $0.01 $0.01
</TABLE>
As of March 31, 1993, there were 1,676 registered holders of the Company's
common stock.
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ITEM 6. SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Company's
financial statements and the notes thereto:
<TABLE>
<CAPTION>
Year Ended Year Ended
03-31-93 03-31-92
<S> <C> <C>
Operating Revenue $ -0- $ -0-
Net (Loss) $ (200,849) $ -0-
Net (Loss) Per Share $ (0.062) $ -0-
Total Assets $ 34,284 $ 235,133
Working Capital $ 17,224 $ 17,224
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has ceased all exploratory mining activities and has abandoned
all of its mining claims. The Company's only asset is 857,100 shares of
common stock of United Mines, Inc., with a market value of $34,284. Total
liabilities are $17,060, which are comprised of accounts payable of $1,919
and advances from officers of $15,141.
The Company has no revenues. Any working capital needs are provided as
loans or advances from the corporate officers.
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ITEM 8. FINANCIAL STATEMENTS
CONTENTS Page
Statement of Financial Position as of March 31, 1993 and 1992 F-1
Statement of Operations for the Years Ended March 31, 1993,
1992 and 1991 F-2
Statement of Changes in Stockholders' Equity for the Years Ended
March 31, 1993, 1992 and 1991 F-3
Statement of Cash Flows for the Years Ended March 31, 1993,
1992 and 1991 F-4
Notes to Financial Statements F-5
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NEW HILARITY MINING COMPANY Statement of Financial Position as of
(Unaudited) March 31, 1993 and 1992
- - ---------------------------------------------------------------------------
ASSETS
<TABLE>
<CAPTION>
March 31, March 31,
1993 1992
<S> <C> <C>
CURRENT ASSET - Marketable
Securities (Note 2) $ 34,284 $ 34,284
--------- ----------
MINING PROPERTY (Note 1) 200,849
----------
TOTAL ASSETS $ 34,284 $ 235,133
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,919 $ 1,919
Advances from officers (Note 3) 15,141 15,141
--------- ----------
Total Current Liabilities 17,060 17,060
--------- ----------
STOCKHOLDERS' EQUITY
Common stock; $0.10 par value; 15,000,000
shares authorized; 3,250,000 shares
issued and outstanding 325,000 325,000
Additional paid-in capital 111,383 111,383
Accumulated deficit (419,159) (218,310)
--------- ----------
Total Stockholders' Equity 17,224 218,073
--------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 34,284 $ 235,133
========= =========
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these financial statements.
F-1
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NEW HILARITY MINING COMPANY Statement of Operations for the Years
(Unaudited) Ended March 31, 1993, 1992 and 1991
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1993 1992 1991
<S> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0-
--------- -------- --------
OPERATING EXPENSES
Abandoned Mining Claims 200,849 -0- -0-
--------- -------- --------
Total Operating Expenses 200,849 -0- -0-
--------- -------- --------
NET (LOSS) $ (200,849) $ -0- $ -0-
========= ======== ========
NET (LOSS) PER SHARE $ (0.062) $ NONE $ NONE
========= ======== ========
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these financial statements.
F-2
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NEW HILARITY MINING COMPANY Statement of Changes in Stockholders'
(Unaudited) Equity for the Years Ended March 31,
1993, 1992 and 1991
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balances as of
March 31, 1990 3,250,000 $ 325,000 $ 111,383 $ (218,310) $ 218,073
Net Income -0-
--------- -------- -------- --------- --------
Balances as of
March 31, 1991 3,250,000 325,000 111,383 (218,310) 218,073
Net Income -0-
--------- -------- -------- --------- --------
Balances as of
March 31, 1992 3,250,000 325,000 111,383 (218,310) 218,073
Net (Loss) (200,849) (200,849)
Balances as of
March 31, 1993 3,250,000 $ 325,000 $ 111,383 $ (419,159) $ 17,224
========= ======== ======== ========= =========
</TABLE>
prepared by management.
The accompanying notes are an integral part of these financial statements.
F-3
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NEW HILARITY MINING COMPANY Statement of Cash Flows for the Years
(Unaudited) Ended March 31, 1993, 1992 and 1991
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1993 1992 1991
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (Loss) $ (200,849) $ -0- $ -0-
Add item not requiring the use of cash
Abandoned Mining Claims 200,849 -0- -0-
--------- ------- ------
Net Cash Used By Operating
Activities -0- -0- -0-
-------- ------- ------
NET INCREASE IN CASH -0- -0- -0-
CASH AT BEGINNING OF YEAR -0- -0- -0-
-------- ------- ------
CASH AT END OF YEAR $ -0- $ -0- $ -0-
======== ======= ======
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these financial statements.
F-4
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NEW HILARITY MINING COMPANY Notes to Financial Statements
(Unaudited)
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NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was originally incorporated as Lexington Mining Company on
February 27, 1930 under the laws of the State of Idaho for the primary
purpose of mining and exploring for nonferrous and precious metals,
primarily silver, lead and zinc. On April 17, 1945, the Company was
reorganized, and the name changed to New Hilarity Mining Company. For many
years the Company explored for precious metal deposits, but no commercial
ore bodies were discovered. In early 1993, the Company abandoned its
fifteen unpatented lode mining claims located in the Coeur d'Alene Mining
District of Shoshone County, Idaho.
Earnings (losses) per share are computed on the weighted average number of
shares outstanding.
Marketable trading securities are carried at market value which is based on
published over-the-counter market quotes.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of the Company's management
estimates for various accounts.
NOTE 2 MARKETABLE SECURITIES
The Company owns 857,100 shares of common stock of United Mines, Inc.,
which is quoted on the over-the-counter market.
NOTE 3 RELATED PARTY TRANSACTIONS
Former officers of the Company have periodically loaned the Company money
for various working capital requirements. These loans are non-interest
bearing and are due upon demand.
NOTE 4 COMMON STOCK
The Company was originally incorporated on February 27, 1930, with an
authorized capital of 2,000,000 shares of assessable common stock with a
par value of $.05 per share. On April 17, 1945, the shareholders increased
the authorized common stock to 3,000,000 shares with a par value of $.10
per share and the common stock was changed from assessable to non-assessable.
On August 18, 1982, the shareholders increased the authorized
common stock to 15,000,000 shares with a par value of $.10 per share.
NOTE 5 INCOME TAXES
The Company has a net operating loss carryover of $401,793 to the fiscal
year ended March 31, 1994. These loss carryovers will commence to expire
in 2007. The Company has not recorded a deferred tax asset for the net
operating loss carryover because it is highly uncertain if the Company will
have future taxable income.
F-5
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Terry Dunne, 48, is the president of the Company and a director. Mr. Dunne
is a Certified Public Accountant with over 25 years of experience in public
accounting. Mr. Dunne has a Master Degree in Business Administration and
a Master Degree in Taxation.
Robert O'Brien, 61, is the secretary of the Company and a director. Mr.
O'Brien has recently served as an officer and director of Gold Securities
Corporation and Inland Resources, Inc. From 1977 to 1985, Mr. O'Brien was
self employed as a general contractor, and from 1958 to 1976, he was
executive vice-president of Hamer's, Inc., a chain of high fashion men's
clothing stores located in Spokane, Washington.
Mr. O'Brien graduated from Gonzaga University with a degree in economics.
ITEM 11. EXECUTIVE COMPENSATION
The officers and directors of the Company have served without compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The officers and directors own no common stock of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
None, other than what is already shown in this 10-K report.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
New Hilarity Mining Company
(Registrant)
BY: /s/ Terrence J. Dunne, President
Dated: November 27, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrant and in the capacity and on the date indicated.
BY: /s/ Terrence J. Dunne, President
Dated: November 27, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at March 31, 1993 (Unaudited) and the
Statement of Income for the year ended March 31, 1993 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1993
<PERIOD-END> MAR-31-1993
<CASH> 0
<SECURITIES> 34,284
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,284
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,284
<CURRENT-LIABILITIES> 17,060
<BONDS> 0
0
0
<COMMON> 325,000
<OTHER-SE> (307,776)
<TOTAL-LIABILITY-AND-EQUITY> 17,224
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 200,849
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (200,849)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (200,849)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
