<PAGE> 1
UNITED STATES
SECURITIES 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 (FEE REQUIRED)
For the year ended March 31, 1994
[ ] 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
(Address of Principal Executive Offices)
(509)-747-6752
(Registrant's Telephone Number)
Securities Registered Under Section 12 (b) of the Act:
Title of Class None
Securities Registered Under Section 12 (g) of the Act:
Title of Class Common Stock, $.10 par value
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 26, 1996, was approximately $32,500.
As of November 26, 1996, there were 3,250,000 shares of the
registrant's Common Stock outstanding.
<PAGE> 2
PART I
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, 1994.
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")
FISCAL YEAR MARCH 31, 1993
Quarter Low Bid High Bid
01/01/92 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
FISCAL YEAR MARCH 31, 1994
Quarter Low Bid High Bid
04/01/93 to 06/30/93 $0.01 $0.01
07/01/93 to 09/30/93 $0.01 $0.01
10/01/93 to 12/31/93 $0.01 $0.01
01/01/94 to 03/31/94 $0.01 $0.01
As of March 31, 1994, there were 1,676 registered holders of
the Company's common stock.
<PAGE> 3
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 Year Ended
3-31-94 3-31-93 3-31-92
<S> <C> <C> <C>
Operating Revenue $ -0- $ -0- $ -0-
Net (Loss) $ (9,422) $ (200,849) $ -0-
Net (Loss)
Per Share $ (0.003) $ (0.062) $ -0-
Total Assets $ 34,284 $ 34,284 $ 235,133
Working Capital $ 7,802 $ 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 $26,482, which
are comprised of accounts payable of $11,341 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.
ITEM 8. FINANCIAL STATEMENTS.
CONTENTS
Page
Statement of Financial Position
as of March 31, 1994 and 1993 F-1
Statement of Operations for the
Years Ended March 31, 1994, 1993 and 1992 F-2
Statement of Changes in Stockholders'
Equity for the Years Ended
March 31, 1994, 1993 and 1992 F-3
Statement of Cash Flows for the Years
Ended March 31, 1994, 1993 and 1992 F-4
Notes to Financial Statements F-5
<PAGE> 4
NEW HILARITY MINING COMPANY Statement of Financial Position as
(Unaudited) Of March 31, 1994 and 1993
ASSETS
<TABLE>
<CAPTION>
March 31, March 31,
1994 1993
<S> <C> <C>
CURRENT ASSET
Marketable Securities (Note 2) $ 34,284 $ 34,284
--------- ---------
TOTAL ASSETS $ 34,284 $ 34,284
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 11,341 $ 1,919
Advances from officers (Note 3) 15,141 15,141
Total Current Liabilities 26,482 17,060
STOCKHOLDERS' EQUITY
Common stock; $.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 (428,581) (419,159)
--------- ---------
Total Stockholders' Equity 7,802 17,224
--------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 34,284 $ 34,284
========= ========
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these financial
statements.
F-1
<PAGE> 5
NEW HILARITY MINING COMPANY Statement of Operations for the
(Unaudited) Years Ended March 31, 1993, 1992
and 1991
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1994 1993 1992
<S> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0-
------- --------- -----
OPERATING EXPENSES
Abandoned Mining Claims 200,849
Accounting 4,468
Transfer Fees 1,900
Consulting 1,800
Travel 1,254 -
------- --------- -----
Total Operating Expenses 9,422 200,849 -0-
------- --------- -----
NET (LOSS) $ (9,422) $ (200,849) $ -0-
======= ========= =====
NET (LOSS) PER SHARE $ (0.003) $ (0.062) $ NONE
======= ========= =====
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 6
NEW HILARITY MINING COMPANY Statement of Changes in
(Unaudited) Stockholder's Equity for the Years Ended
March 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balances as of
03/31/91 3,250,000 $ 325,000 $ 111,383 $(218,310) $ 218,073
Net Income -0-
_________ ________ ________ ________ --------
Balances as of
03/31/92 3,250,000 325,000 111,383 (218,310) 218,073
Net Income (200,849) (200,849)
--------- -------- -------- -------- --------
Balances as of
03/31/93 3,250,000 325,000 111,383 (419,159) 17,224
Net (Loss) (9,422) (9,422)
--------- -------- -------- -------- --------
Balances as of
03/31/94 3,250,000 $ 325,000 $ 111,383 $(428,581) $ 7,802
========= ======== ======== ======== ========
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 7
NEW HILARITY MINING COMPANY Statement of Cash Flows for the
(Unaudited) Years Ended March 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (9,422) $ (200,849) $ -0-
Add item not requiring the use of cash
Abandoned Mining Claims 200,849 -0-
Increase in Accounts Payable 9,422 -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
<PAGE> 8
NEW HILARITY MINING COMPANY Notes to Financial Statements
(Unaudited)
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 $411,215 to the
fiscal year ended March 31, 1995. 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
<PAGE> 9
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
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.
<PAGE> 10
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.
Dated this 27 day of November, 1996.
New Hilarity Mining Company
(Registrant)
By: /s/ Terrence J. Dunne, President
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.
Dated this 27th day of November, 1996.
By: /s/ Terrence J. Dunne, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at March 31, 1994 (Unaudited) and the
Statement of Income for the year ended March 31, 1994 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1994
<PERIOD-END> MAR-31-1994
<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> 26,482
<BONDS> 0
0
0
<COMMON> 325,000
<OTHER-SE> (317,198)
<TOTAL-LIABILITY-AND-EQUITY> 7,802
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,422
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,422)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,422)
<EPS-PRIMARY> (0.003)
<EPS-DILUTED> (0.003)
</TABLE>
