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UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, DC 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, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 (IRS Employer ID
Organization) Number)
717 West Sprague Avenue
Suite 1105
Spokane, Washington 99201
(Address of Principal Executive Offices)
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 ]
<PAGE> 2
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 June 16, 1998, was approximately $177,500. As of
June 16, 1998, there were 3,750,000 shares of the Registrant's
Common Stock outstanding.
TABLE OF CONTENTS
PART I PAGE
Item 1. Business . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . 3
Item 3. Legal Proceedings . . . . . . . . . 3
Item 4. Submission of Matters to a
Vote of Security Members . . . . . . . . . 3
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . 3
Item 6. Selected Financial Data . . . . . . . 4
Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . 4
Item 8. Financial Statements . . . . . . . . . 6
Item 9. Changes in and Disagreements with
Accountants . . . . . . . . . . . . . 12
PART III
Item 10. Directors and Executive Officers
of the Registrant . . . . . . . . . . . 12
Item 11. Executive Compensation . . . . . . . . 12
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . 12
Item 13. Certain Relationships and Related
Transactions . . . . . . . . . . . . . 12
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . 12
<PAGE> 3
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, 1998.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Registrant's common stock is traded on the OTC - Bulletin
Board under the symbol "NHYM."
FISCAL YEAR MARCH 31, 1997
QUARTER LOW BID HIGH BID
April 1, 1996 to June 30, 1996 $ .01 $ .01
July 1, 1996 to September 30, 1996 $ .01 $ .01
October 1, 1996 to December 31, 1996 $ .01 $ .01
January 1, 1997 to March 31, 1997 $ .01 $ .01
FISCAL YEAR MARCH 31, 1998
April 1, 1997 to June 30, 1997 $ .05 $ .07
July 1, 1997 to September 30, 1997 $ .05 $ .07
October 1, 1997 to December 31, 1997 $ .05 $ .07
January 1, 1998 to March 31, 1998 $ .05 $ .07
As of March 31, 1998, there were 1,679 registered shareholders
of the Company's common stock.
<PAGE> 4
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 Year Year Year Year
Ended Ended Ended Ended Ended
3-31-98 3-31-97 3-31-96 3-31-95 3-31-94
<S> <C> <C> <C> <C> <C>
Operating Revenue $ -0- $ -0- $ -0- $ -0- $ -0-
Net (Loss) $(4,721) $(11,908) $ (40) $(1,358) $(9,422)
Net (Loss) Per Share $ (.001) $ (.003) $ (NIL) $ (NIL) $ (.003)
Total Assets $ 6,964 $ 6,964 $34,284 $34,284 $34,284
Working Capital $(5,225) $ (504) $ 6,404 $ 6,444 $ 7,802
</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 an
estimated market value of $2,143 as of March 31, 1998. Total
liabilities are $12,189, which are comprised of advances from a
shareholder ($6,513); advances from an officer ($3,176); and
accrued expenses ($2,500).
The Company accrued $2,500 in estimated costs of removing rock
from a creek which was the result of an old mine dump site.
The Company has no revenues. Any working capital needs are
provided as loans or advances from the corporate officers or
shareholders.
<PAGE> 5
Item 8. FINANCIAL STATEMENTS
CONTENTS
Page
Statement of Financial Position
as of March 31, 1998 and 1997 . . . . . . . . . F-1
Statement of Operations for the
Years Ended March 31, 1998,
1997 and 1996 . . . . . . . . . . . . . . . F-2
Statement of Changes in Stockholders'
Equity for the Years Ended
March 31, 1998, 1997 and 1996 . . . . . . . . . F-3
Statement of Cash Flows for the
Years Ended March 31, 1998,
1997 and 1996 . . . . . . . . . . . . . . . F-4
Notes to Financial Statements . . . . . . . . . F-5-F-6
<PAGE> 6
NEW HILARITY MINING COMPANY Statement of Financial Position as
(Unaudited) of March 31, 1998 and
1997
ASSETS
<TABLE>
<CAPTION>
March 31, March 31,
1998 1997
<S> <C> <C>
CURRENT ASSETS
Marketable securities, net of
allowance for unrealized
Loss of $32,141 (Notes 1 and 2) $ 2,143 $ 2,143
Deferred tax assets (Note 5) 4,821 4,821
---------- ----------
TOTAL ASSETS $ 6,964 $ 6,964
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Advances from shareholder
(Note 3) $ 6,513 $ 6,513
Advances from officer (Note 3) 3,176 955
Accrued expenses (Note 6) 2,500
---------- ----------
Total current liabilities 12,189 7,468
---------- ----------
STOCKHOLDERS' EQUITY
Common stock; $.10 par value; 15,000,000
shares authorized; 3,750,000 shares
issued and outstanding 375,000 375,000
Additional paid-in capital 66,383 66,383
Accumulated deficit (446,608) (441,887)
---------- ---------
Total stockholders' equity (5,225) (504)
---------- ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 6,964 $ 6,964
========== =========
</TABLE>
Prepared by management.
The accompanying notes are an integral part of these
financial statements.
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Statement of Operations for the
NEW HILARITY MINING COMPANY Years Ended March 31, 1998, 1997
(Unaudited) and 1998
<TABLE>
<CAPTION>
March 31 March 31 March 31
1998 1997 1996
<S> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0-
-------- --------- ------
OPERATING EXPENSES
Transfer and filing fees 2,221 3,676 40
Mine cleanup work 2,500
Consulting 1,000
Legal 1,000
Directors' fees 2,000
-------- --------- ------
Total operating expenses 4,721 7,676 40
-------- --------- ------
(LOSS) FROM OPERATIONS (4,721) (7,676) (40)
-------- --------- ------
OTHER INCOME (LOSS)
Forgiveness of debt 23,088
Unrealized loss on
marketable securities (32,141)
---------
Total other (loss) (9,053)
---------
(LOSS) BEFORE
INCOME TAX BENEFIT (4,721) (16,729) (40)
INCOME TAX BENEFIT (NOTE 5) 4,821
-------- --------- ------
NET (LOSS) $ (4,721) $ (11,908) $ (40)
======== ========= ======
NET (LOSS) PER SHARE $ (.001) $ (.003) $ (NIL)
======== ========= ======
</TABLE>
Prepared by management
The accompanying notes are an integral part of these
financial statements.
<PAGE> 8
Statement of Changes in Stockholders'
NEW HILARITY MINING COMPANY Equity for the years ended March 31,
(Unaudited) 1998, 1997 and 1996
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balances as of
March 31, 1995 3,250,000 $ 325,000 $ 111,383 $ (429,939) $ 6,444
Net (Loss) (40) (40)
--------- --------- --------- ---------- --------
Balances as of
March 31, 1996 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
March 31, 1997 3,750,000 375,000 66,383 (441,887) (504)
Net (Loss) (4,721) (4,721)
--------- -------- --------- ---------- --------
Balances as of
March 31, 1998 3,750,000 $ 375,000 $ 66,383 $ (446,608) $ (5,225)
========= ========= ========= ========== ========
</TABLE>
Prepared by management
The accompanying notes are an integral part of these
financial statements.
<PAGE> 9
Statement of Cash Flows for the
NEW HILARITY MINING COMPANY Years ended March 31, 1998, 1997
(Unaudited) and 1996
<TABLE>
<CAPTION>
March 31 March 31 March 31
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (Loss) $ (4,721) $ (11,908) $ (40)
Add/deduct items 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)
Increase (Decrease) in
accounts payable (12,739) (40)
Increase (Decrease) in
advances from officers 2,221 (14,186)
Increase in advances
from shareholder 6,513
Increase in accrued expenses 2,500
-------- --------- ------
Net cash used from
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.
<PAGE> 10
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 ining and exploring for nonferrous and precious metals, primarily
silver, lead nd 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 nd 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 fair value
because of 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 for various working capital
requirements. These advances are non-interest bearing and are due upon
demand.
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NEW HILARITY MINING COMPANY Notes to Financial Statements
(Unaudited)
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 $401,922 to the fiscal year
ended March 31, 1999. 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
========
NOTE 6 ACCRUED EXPENSES
The Company accrued a $2,500 liability for the estimated costs of cleaning-up
an abandoned mining claim where mine waste rock had spilled into a creek.
<PAGE> 12
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Terry Dunne, 49, is the president of the Company and a director. Mr. Dunne is
a Certified Public Accountant with over 26 years of experience in public
accounting. Mr. Dunne has a Master Degree in Business Administration and a
Master Degree in Taxation.
Robert O'Brien, 63, 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
None
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, 1998, Terry Dunne advanced $2,221 to
the Company in order to pay for legal and filing fees.
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> 13
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 16th day of June, 1998.
New Hilarity Mining Company
(Registrant)
BY: /s/ Terrence J. Dunne
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 16th day of June, 1998.
BY: /s/ Terrence J. Dunne
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, 1998 (Unaudited) and the
Statement of Income for the year ended March 31, 1998 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<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> 12,189
<BONDS> 0
0
0
<COMMON> 375,000
<OTHER-SE> (380,225)
<TOTAL-LIABILITY-AND-EQUITY> 6,964
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,721
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,721)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,721)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,271)
<EPS-PRIMARY> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
