<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, 1995
[ ] 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
Spokane, Washington 99201
(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
December 30, 1996, was approximately $32,500. As of December 30, 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, 1995.
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, 1994
Quarter Low Bid High Bid
01/01/93 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
FISCAL YEAR MARCH 31, 1995
Quarter Low Bid High Bid
04/01/94 to 06/30/94 $0.01 $0.01
07/01/94 to 09/30/94 $0.01 $0.01
10/01/94 to 12/31/94 $0.01 $0.01
01/01/95 to 03/31/95 $0.01 $0.01
As of March 31, 1995, 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 Year Ended
3-31-95 3-31-94 3-31-93 3-31-92
<S> <C> <C> <C> <C>
Operating Revenue $ -0- $ -0- $ -0- $ -0-
Net (Loss) $ (1,358) $ (9,422) $ (200,849) $ -0-
Net (Loss)
Per Share $ (NIL) $ (0.003) $ (0.062) $ -0-
Total Assets $ 34,284 $ 34,284 $ 34,284 $ 235,133
Working Capital $ 6,444 $ 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 $27,840, which are comprised of accounts
payable of $21,699 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, 1995 and 1994 F-1
Statement of Operations for the
Years Ended March 31, 1995, 1994 and 1993 F-2
Statement of Changes in Stockholders'
Equity for the Years Ended
March 31, 1995, 1994 and 1993 F-3
Statement of Cash Flows for the Years
Ended March 31, 1995, 1994 and 1993 F-4
Notes to Financial Statements F-5
<PAGE> 4
NEW HILARITY MINING COMPANY Statement of Financial Position as
(Unaudited) Of March 31, 1995 and 1994
ASSETS
<TABLE>
<CAPTION>
March 31, March 31,
1995 1994
<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 $ 12,699 $ 11,341
Advances from officers (Note 3) 15,141 15,141
---------- ----------
Total Current Liabilities 27,840 26,482
---------- ----------
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 (429,939) (428,581)
--------- ---------
Total Stockholders' Equity 6,444 7,802
--------- --------
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, 1995, 1994
and 1993
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1995 1994 1993
<S> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0-
-------- --------- ----------
OPERATING EXPENSES
Abandoned Mining Claims 200,849
Accounting 4,468
Transfer Fees 1,358 1,900
Consulting 1,800
Travel 1,254 -
-------- --------- ----------
Total Operating Expenses 1,358 9,422 (200,849)
-------- --------- ----------
NET (LOSS) $ (1,358) $ (9,422) $ (200,849)
======== ========= ==========
NET (LOSS) PER SHARE $ (NIL) $ (0.003) $ (0.062)
======== ========= ==========
</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, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
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 Income (9,422) (9,422)
--------- -------- -------- -------- --------
Balances as of
03/31/94 3,250,000 325,000 111,383 (428,851) 7,802
Net (Loss) (1,358) (1,358)
--------- -------- -------- -------- --------
Balances as of
03/31/95 3,250,000 $ 325,000 $ 111,383 $(429,939) $ 6,444
========= ======== ======== ======== ========
</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, 1995, 1994 and 1993
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (1,358) $ (9,422) $ (200,849)
Add item not requiring
the use of cash
Abandoned Mining Claims 200,849
Increase in Accounts Payable 1,358 -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 $412,573 to the
fiscal year ended March 31, 1996. 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 21st day of July, 1997.
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 21st day of July, 1997.
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, 1995 (Unaudited) and the
Statement of Income for the year ended March 31, 1995 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<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> 27,840
<BONDS> 0
0
0
<COMMON> 325,000
<OTHER-SE> (318,556)
<TOTAL-LIABILITY-AND-EQUITY> 34,284
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,358
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,358)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,358)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,358)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
