<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
For the year ended March 31, 1997
[ ] 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) I.D. 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.
[ x ] YES [ ] 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 July
31, 1997, was approximately $32,500. As of July 31, 1997, there were
3,750,000 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, 1997.
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, 1996
Quarter Low Bid High Bid
04/01/95 to 06/30/95 $0.01 $0.01
07/01/95 to 09/30/95 $0.01 $0.01
10/01/95 to 12/31/95 $0.01 $0.01
01/01/96 to 03/31/96 $0.01 $0.01
FISCAL YEAR MARCH 31, 1997
Quarter Low Bid High Bid
04/01/96 to 06/30/96 $0.01 $0.01
07/01/96 to 09/30/96 $0.01 $0.01
10/01/96 to 12/31/96 $0.01 $0.01
01/01/97 to 03/31/97 $0.01 $0.01
As of March 31, 1997, 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 Year Ended
3-31-97 3-31-96 3-31-95 3-31-94 3-31-93
<S> <C> <C> <C> <C> <C>
Operating Revenue $ -0- $ -0- $ -0- $ -0- $ -0-
Net (Loss) $ (11,908) $ (40) $ (1,358) $ (9,422) $ (200,849)
Net (Loss)
Per Share $ (0.003) $ (NIL) $ (NIL) $ (0.003) $ (0.062)
Total Assets $ 6,964 $ 34,284 $ 34,284 $ 34,284 $ 34,284
Working Capital $ (504) $ 6,404 $ 6,444 $ 7,802 $ 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 $2,143
as of March 31, 1997. Total liabilities are $7,468, which are comprised of
advances from officers and shareholders.
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, 1997 and 1996 F-1
Statement of Operations for the
Years Ended March 31, 1997, 1996 and 1995 F-2
Statement of Changes in Stockholders'
Equity for the Years Ended
March 31, 1997, 1996 and 1995 F-3
Statement of Cash Flows for the Years
Ended March 31, 1997, 1996 and 1995 F-4
Notes to Financial Statements F-5 - F-6
<PAGE> 4
NEW HILARITY MINING COMPANY Statement of Financial Position as
(Unaudited) Of March 31, 1997 and 1996
ASSETS
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
<S> <C> <C>
CURRENT ASSET
Marketable securities, net of allowance
for unrealized Loss of $32,141 as of
March 31, 1997 (Note 1 and 2) $ 2,143 $ 34,284
Deferred tax asset (Note 5) 4,821
--------- ---------
TOTAL ASSETS $ 34,284 $ 34,284
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 12,739
Advances from officers (Note 3) $ 955 15,141
Advances from shareholder (Note 3) 6,513
--------- ----------
Total Current Liabilities 7,468 27,880
--------- ----------
STOCKHOLDERS' EQUITY
Common stock; $.10 par value;
15,000,000 shares authorized;
3,750,000 shares issued and
outstanding as of March 31, 1997
and 3,250,000 shares issued and
outstanding as of March 31, 1996 375,000 325,000
Additional paid-in capital 66,383 111,383
Accumulated deficit (441,887) (429,979)
--------- ----------
Total Stockholders' Equity (504) 6,404
--------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 6,964 $ 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, 1997, 1996
and 1995
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1997 1996 1995
<S> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0-
--------- ------ --------
OPERATING EXPENSES
Transfer and filing fees 3,676 40 1,358
Consulting 1,000
Legal 1,000
Directors' fees 2,000
--------- ------ --------
Total Operating Expenses 7,676 40 1,358
--------- ------ --------
(LOSS) FROM OPERATIONS (7,676) (40) (1,358)
--------- ------ --------
OTHER INCOME (LOSS)
Forgiveness of debt 23,088
Unrealized loss of
marketable securities (32,141)
---------
Total other income (loss) (9,053)
---------
(LOSS) BEFORE INCOME
TAX BENEFIT (16,729) (40) (1,358)
INCOME TAX BENEFIT (NOTE 5) 4,821
--------- ------ --------
NET (LOSS) $ (11,908) $ (40) $ (1,358)
========= ====== ========
NET (LOSS) PER SHARE $ (0.003) $ (NIL) $ (NIL)
========= ====== ========
</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, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balances as of
03/31/94 3,250,000 $ 325,000 $ 111,383 $ (428,581) $ 7,802
Net Income (1,358) (1,358)
--------- --------- --------- ---------- ---------
Balances as of
03/31/95 3,250,000 325,000 111,383 (429,939) 6,444
Net Income (40) (40)
--------- --------- --------- ---------- ---------
Balances as of
03/31/96 3,250,000 325,000 111,383 (429,979) 6,404
Issuance of
common stock
for services
at $.01 per
share 500,000 50,000 (45,000) 5,000
Net (Loss) (11,908) (11,908)
--------- --------- --------- ---------- ---------
Balances as of
03/31/97 3,750,000 $ 375,000 $ 66,383 $ (441,887) $ (504)
========= ========= ========= ========== =========
</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, 1997, 1996 and 1995
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1997 1996 1995
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (11,908) $ (40) $ (1,358)
Add/deduct item not requiring the use of cash:
Issuance of common stock for services 5,000
Unrealized loss on marketable securities 32,141
Income tax benefit (4,821)
(Decrease) Increase in accounts payable (12,739) 40 1,358
(Decrease) in advances from officers (14,186)
Increase in advances from shareholders 6,513
--------- ----- -------
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 management to make estimates and
assumptions that affect the reported assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The carrying amounts reported in the statement of financial position for
accounts payable, advances from officers and shareholder approximate the
fair value because the immediate of short-term maturity of these financial
instruments.
NOTE 2. MARKETABLE SECURITIES.
The Company owns 857,100 shares of common stock of United Mines, Inc. As
of March 31, 1997, these securities were reduced to their market value of
$.0025 per share, with an allowance for unrealized loss of $32,141.
NOTE 3. RELATED PARTY TRANSACTIONS.
Current and former officers and a shareholder of the Company have
periodically advanced money to the Company money for various working
capital requirements. These advances 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.
F-5
<PAGE> 9
NEW HILARITY MINING COMPANY Notes to Financial Statements
(Unaudited)
NOTE 5. INCOME TAXES.
The Company has a net operating loss carryover of $397,201 to the
fiscal year ended March 31, 1998. 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.
The following temporary differences gave rise to the deferred tax asset and
the income tax benefit:
Allowance for unrealized loss
of $32,141 on marketable securities $ 4,821
=======
F-6
<PAGE> 10
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, 62, 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. Currently, Mr.
O'Brien owns and operates the Spokane Quotation Bureau. Mr. O'Brien
graduated from Gonzaga University with a degree in economics.
ITEM 11. EXECUTIVE COMPENSATION.
During the fiscal year ended March 31, 1997, Terry Dunne received
150,000 shares of common stock valued at $1,500, and Robert O'Brien
received 50,000 shares of common stock valued at $500.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Terry Dunne, the president of the Company, owns 150,000 shares of
common stock.
Robert O'Brien, the secretary of the Company, owns 50,000 shares of
common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the fiscal year ended March 31, 1997, Terry Dunne advanced $955
to the Company in order to pay filing fees to the Securities and Exchange
Commission.
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> 11
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 1st day of August, 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 1st day of August, 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, 1997 (Unaudited) and the
Statement of Income for the year ended March 31, 1997 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 2,143
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,964
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,964
<CURRENT-LIABILITIES> 7,468
<BONDS> 0
0
0
<COMMON> 375,000
<OTHER-SE> (375,504)
<TOTAL-LIABILITY-AND-EQUITY> 6,964
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,676
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,729)
<INCOME-TAX> 4,821
<INCOME-CONTINUING> (11,908)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,908)
<EPS-PRIMARY> (0.003)
<EPS-DILUTED> (0.003)
</TABLE>
