NORTH LILY MINING CO
8-K, 1996-12-04
METAL MINING
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                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.



                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





       Date of Report (Date of earliest event reported): NOVEMBER 22, 1996

                            NORTH LILY MINING COMPANY
             (Exact name of registrant as specified in its charter)

      UTAH                       1-16740                      87-01593350
(State or other jurisdic-    (Commission File                (IRS Employer
 tion of incorporation)           Number)                  Identification No.)

              1800 GLENARM PLACE, SUITE 210, DENVER, COLORADO 80202
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 294-0428

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)













                                                              Page 1 of 4 pages
Exhibit index on consecutive page 2

<PAGE>




ITEM 1.           CHANGES IN CONTROL OF REGISTRANT.

                  Not Applicable

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.

                  Not Applicable

ITEM 3.           BANKRUPTCY OR RECEIVERSHIP.

                  Not Applicable

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

                  Not Applicable

ITEM 5.           OTHER EVENTS.

                  Pursuant to General  Instruction F to Form 8-K, the registrant
                  hereby incorporates by reference the information  contained in
                  the news  release,  a copy of which is filed as an  exhibit to
                  this report.

ITEM 6.           RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                  Not Applicable

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (a)      Financial  statements  of  businesses  acquired:  Not
                           applicable

                  (b)      Pro forma financial information:  Not applicable

                  (c)      Exhibits:

<TABLE>
<CAPTION>
                  REGULATION                                                                            CONSECUTIVE
                  S-K NUMBER                         DOCUMENT                                           PAGE NUMBER
                    <S>                              <C>                                                   <C>
                    20.1                             News Release                                          4

</TABLE>

ITEM 8.           CHANGE IN FISCAL YEAR.

                  Not Applicable

                                                              Page 2 of 4 pages

<PAGE>


ITEM 9.           SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

                  Not applicable.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      NORTH LILY MINING COMPANY



Date:  December 3, 1996               By:    /S/GENE WEBB
                                             W. Gene Webb
                                             Executive Vice President

14:11-22-96.8-k

                                                              Page 3 of 4 pages

<PAGE>


NASDAQ: NLMC                                                    DECEMBER 2, 1996


                            NORTH LILY MINING COMPANY
                         APPROVES CAPITAL CONSOLIDATION

At the annual shareholders' meeting of North Lily Mining Company on November 22,
1996,  the  shareholders  approved a one-for-ten  split of the nearly 30 million
outstanding common shares of the Company.

Speaking from Denver, the Company's president,  Steve Flechner, stated that this
painful  capital  consolidation  finally  repositions  the Company for growth by
making shares  available to raise needed working  capital and to acquire assets.
The effective date for the capital  consolidation  to less than 3 million shares
is December 8, 1996.  Accordingly,  the common stock will begin  trading on this
consolidated basis upon the opening of trading on December 9, 1996.

The Company's shareholders also adopted a Stock Option Plan and Restricted Stock
Plan which will be  important in  attracting  and keeping  qualified  management
personnel.  The  following  persons  were  elected as  directors of the Company.
Stephen Flechner, Theodore Loud, John Twohig and W. Gene Webb.

Mr.  Flechner also indicated that the Company is not  effectuating  the proposed
acquisition  of  Tamarine's  marine  ventures  because  the  transaction  is not
available  on the terms  approved by  shareholders,  and has not proven  readily
financeable  as  part of the  natural  resource  Company.  Tamarine  is  seeking
separate  financing,  and offering a major interest to the Company for its prior
funding and assistance.

The directors and management of the Company sincerely thank the shareholders for
their continued support.  Based upon the capital  consolidation,  the Company is
now pursuing financing and potential acquisitions.

For further  information,  please  contact Steve  Flechner or Gene Webb at (303)
294-0427.


<PAGE>


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