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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) Annual report pursuant to section 12 or 15 <d> of the Securities Exchange
Act of 1934. For the year ended December 31, 1998.
( ) Transition report pursuant to section 13 or 15 (d) of the Securities
Exchange Act of 1934 (No fee required). For the period ended: ____________
Commission file number 001-04026
PRINCETON MINING COMPANY
______________________________________________________
(Exact name of registrant as specified on its charter)
IDAHO 82-6008727
_________________________________ ______________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
413 CEDAR STREET
WALLACE, IDAHO 83873
___________________________ ________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (208) 752-1131
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of Each Class on which registered
------------------------------ -------------------------
COMMON NON-ASSESSABLE STOCK,
PAR VALUE $.10 PER SHARE
NONE
PREFERRED STOCK
PAR VALUE $.10 PER SHARE NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(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 checkmark 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 reverence 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 March 2,
1999, was approximately $85,455. As of March 2, 1999, there were 9,563,340
shares of the registrant's common stock outstanding. There were no shares
of the registrant's preferred stock outstanding.
Page 1 of 14
<PAGE>
PRINCETON MINING COMPANY FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
Part I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . 3
Item 3. Legal Proceedings . . . . . . . . . . . . . . 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Part II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters . . . . . . . . . . . 4
Item 6. Selected Financial Data . . . . . . . . . . . . . 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 5
Item 8. Financial Statements and Supplementary Data . . . 6
Item 9. Disagreements on Accounting and Financial Disclosure 6
Index to Financial Statements . . . . . . . . . . 6
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 Transaction . . . . . 12
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . . . . . 13
Signature Page . . . . . . . . . . . . . . . . . 13
Exhibit Index . . . . . . . . . . . . . . . . . 14
Page 2 of 14
<PAGE>
PRINCETON MINING COMPANY
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
PART I
Item 1 - BUSINESS
Princeton Mining Company (the "Company") was incorporated under the laws of
Idaho in September 1950. The Company is the owner of an interest in
thirty-eight unpatented mining claims situated east of the village of Mullan in
the Coeur d' Alene Mining District, Shoshone County, Idaho. By agreement dated
June 1, 1962, between the Company, James C. Young and Kay Critchlow, the Company
agreed to convey an undivided sixty percent interest in its unpatented mining
claims (the "Property") to Young and Critchlow in return for the expenditure by
them of $65,000 on exploration and development of the Property or the discovery
by them of commercial ore on the Property. This agreement, including the right
to acquire an undivided sixty percent interest was subsequently assigned by
Young and Critchlow to Magna Mining Company ("Magna."). Under the terms of the
agreement, Magna Mining Company, as the assignee of Young and Critchlow, has the
obligation to perform annual assessment work on the claims comprising the
Property at Magna's expense. Additionally, Magna has the right to possession of
the Property for purposes of performing exploration or development work and
extracting any ore found as a result thereof. During 1991, Magna terminated the
agreement.
To the knowledge of the Company, no commercial ore deposit has been found as the
result of any exploration work done to date on the Company's Property.
Consequently, there has been no production of ore from the Property and the
Company makes no claim to the existence of ore reserves in the Property.
The Company has no patents, licenses, franchises or concessions which are
considered by the Company to be of importance. The business is not of a
seasonal nature. Since the potential products are traded on the open market,
the Company has no control over the competitive conditions in the industry.
There is no backlog of orders.
There are numerous Federal and State laws and regulations related to
environmental protection which have direct application to mining and milling
activities. The more significant of these laws deal with mined land reclamation
and wastewater discharge from mines and milling operations. The Company does
not believe that these laws and regulations as presently enacted will have a
direct material adverse effect on its operation.
The Company has no employees.
Item 2 - PROPERTIES
The information regarding the Properties of the Company is set forth under
"Item 1. Business" of this report, and is incorporated by reference in answer to
this item.
Page 3 of 14
<PAGE>
PRINCETON MINING COMPANY
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
Item 3 - LEGAL PROCEEDINGS
On November 29, 1984, the Company declared an agreement executed in 1962
between James C. Young, Kay Critchlow and the Company and assigned by Young and
Critchlow to Magna Mining Company, had been forfeited and terminated. On
February 6, 1985, Magna Mining Company commenced an action against the Company
seeking a judgement declaring the agreement in full force and effect.
Reference is made to Note 2 of the Notes to Financial Statements, page 12 of
this report, for additional information concerning this proceeding. During
1989, the court ruled that Magna was not entitled to a deed to the property and
that Princeton was not entitled to a forfeit of the lease. The relationship of
the parties continued under the lease.
During 1991, Magna gave the Company notice of termination of the agreement.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 8, 1997 at a special shareholders meeting, the shareholders approved
increase in the capitalization of the Company to 30,000,000 non-assessable, ten
cent par value shares consisting of 29,000,000 shares of common stock and
1,000,000 shares of preferred stock.
PART II
Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) The market price ranges of the Company's common stock during each quarter
of the years 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1997 1998
-------------------- --------------------
High Low High Low
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
1st Quarter .02 .02 .01 .01
2nd Quarter. .01 .01 .01 .01
3rd Quarter. .01 .01 .01 .01
4th Quarter. .01 .01 .01 .01
</TABLE>
(b) Approximate Number of Equity Security Holders.
---------------------------------------------------
Title Class (1) Number of Record Holders December 31, 1998
- ------------ -------------------------------------------
Common assessable capital Approximately 1,350 (1)
stock, par value 10 cents per share
(1) Included in the number of shareholders of record are shares held in
"nominee" or "street" name.
(c) No dividends were paid by the Company in 1998 or 1997.
Page 4 of 14
<PAGE>
PRINCETON MINING COMPANY
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
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>
Selected Income Statement Data:
Year Ended December 31,
-----------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Net Revenues . . . . $ -0- $ -0- $ -0- $ -0- $ -0-
Net income (loss). . (27,622) (29,456) (34,578) (317,839) (13,271)
Per share. . . . . . (.92 cents) (.98 cents) (1.15 cents) (8.08 cents) (.14 cents)
Cash dividends
per share -0- -0- -0- -0- -0-
</TABLE>
Selected Balance Sheet Data:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Current Assets . . . $ 74 $ 57 $ 108 $ 110 $ 72
Current Liabilities. 232,318 261,757 296,386 10,372 23,605
----------- ----------- ------------ ------------ -----------
Working Capital. . . (232,244) (261,700) (296,278) (10,262) (23,533)
Total Assets . . . . 300,762 300,745 300,796 25,110 25,022
Long-term debt . . . -0- -0- -0- -0- -0-
Stockholders' Equity
68,444 38,988 4,410 14,738 1,467
</TABLE>
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The only activity at the Company's mining properties during 1998, 1997 and 1996
was performance of the assessment work on the Company's unpatented mining
claims. Expenses and income have remained relatively stable during all three
years in all categories, with the exception of the 1997 loss on abandoned mining
claims of $275,688.
The liquidity of the firm has decreased for the past three years, with expenses
exceeding income.
No major capital improvements are planned for the property in the foreseeable
future.
The Company has no long-term debt.
Page 5 of 14
<PAGE>
PRINCETON MINING COMPANY
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The company's financial statements appear following Part II of the report. See
index to financial statements at page 6 of this report.
Item 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Page
----
Statement of Financial Position as of December 31, 1998 and 1997 7
Statement of Operations for the Years Ended December 31, 1998,
1997 and 1996 8
Statement of Changes in Stockholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996 9
Statement of Cash Flows for the Years Ended December 31, 1998,
1997 and 1996 10
Notes to Financial Statements 11
The Company's financial statements are unaudited in reliance upon Section
210.3-11 of Regulations S-X adopted by the Securities and Exchange Commission.
Page 6 of 14
<PAGE>
PRINCETON MINING COMPANY
BALANCE SHEET
December 31, 1998 and 1997
(Unaudited)
<TABLE>
1998 1997
____________ ____________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 72 $ 110
MINING PROPERTY
Mining claims 25,000 25,000
____________ ____________
TOTAL ASSETS $ 25,072 $ 25,110
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,605 $ 10,372
SHAREHOLDERS' EQUITY
Common stock, $.10 par value
29,000,000 shares authorized,
9,563,340 issued and outstanding
at December 31, 1998 and 1997 956,334 956,334
Paid-in surplus (deficit) (280,101) (280,101)
Accumulated deficit (674,766) (661,495)
____________ ____________
Total Stockholders' Equity 1,467 14,738
____________ ____________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,072 $ 25,110
============ ============
</TABLE>
Prepared by Management
The accompanying notes are an integral part of these financial statements.
Page 7 of 14
<PAGE>
PRINCETON MINING COMPANY
STATEMENT OF OPERATIONS
For the years ended December 31, 1997, 1996, and 1995
(Unaudited)
<TABLE>
1998 1997 1996
____________ ____________ ____________
<S> <C> <C> <C>
INCOME
Interest and miscellaneous income $ -0- $ -0- $ -0-
EXPENSE
Loss on abandonded mining claims - 275,688 -
Office and stock transfer services 6,000 4,238 4,460
Office supplies and expenses 2,228 8,119 1,909
Listing and filing fees 359 359 3,450
Miscellaneous 10 10 10
Interest expense 1,905 20,480 22,737
Legal 569 517 1,562
Management and directors fees - 6,000 -
Geological and surface exploration 2,200 2,428 450
____________ ____________ ____________
Total Operating Expenses 13,271 317,839 34,578
____________ ____________ ____________
NET (LOSS) $ (13,271) $ (317,839) $ (34,578)
============ ============ ============
NET (LOSS) PER SHARE $ (.001) $ (.033) $ (.004)
============ ============ ============
</TABLE>
Prepared by Management
The accompanying notes are an integral part of these financial statements.
Page 8 of 14
<PAGE>
PRINCETON MINING COMPANY
Statement of Changes in Stockholders' Equity for
the Years Ended December 31, 1998, 1997, and 1996
(Unaudited)
<TABLE>
Common Stock Additional
____________________ Paid-in Accumulated
Shares Amount Capital Deficit Total
_________ _________ ___________ ___________ ___________
<S> <C> <C> <C> <C> <C>
Balances as
of Dec. 31,
1995 3,000,000 $ 300,000 $ 48,066 $ (657,144) $ (309,078)
Net (Loss) - - - (34,578) (34,578)
_________ _________ ___________ ___________ ___________
Balances as
of Dec. 31,
1996 3,000,000 300,000 48,066 (691,722) (343,656)
Net (Loss) - - - (317,839) (317,839)
_________ _________ ___________ ___________ ___________
Balances as
of Dec. 31,
1997 3,000,000 300,000 48,066 (1,009,561) (661,495)
Net (Loss) - - - (13,271) (13,271)
_________ _________ ___________ ___________ ___________
Balances as
of Sept. 30,
1998 3,000,000 $ 300,000 $ 48,066 $(1,022,832) $ (674,766)
========= ========= ============ ============ ===========
Prepared by Management
The accompanying notes are an integral part of these financial statements.
Page 9 of 14
<PAGE>
PRINCETON MINING COMPANY
STATEMENT OF CASH FLOWS
For the year ended December 31, 1998, 1997, and 1996
(Unaudited)
</TABLE>
<TABLE>
1998 1997 1996
____________ ____________ ____________
<S> <C> <C> <C>
CASH FROM (USED FOR) OPERATING
ACTIVITIES
Net (loss) $ (13,271) $ (317,839) $ (34,578)
Add item not requiring use of cash:
Loss on abandoned mining claims - 275,688 -
Increase (Decrease) in accounts
payable 13,233 (286,014) 34,629
____________ ____________ ____________
Net cash flows provided (used)
from operating activities (38) (328,165) 51
____________ ____________ ____________
INCREASE (DECREASE) IN CASH (38) 2 51
CASH BALANCE, beginning 110 108 57
____________ ____________ ____________
CASH BALANCE, ending $ 72 $ 110 $ 108
============ ============ ============
Prepared by Management
The accompanying notes are an integral part of these financial statements.
Page 10 of 14
<PAGE>
PRINCETON MINING COMPANY
Notes to Financial Statements
(Unaudited)
NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------
Princeton Mining Company was incorporated under the laws of the State of Idaho
in September, 1950. The company owns thirty-eight unpatented mining claims
located east of Mullan, Idaho in the Coeur d' Alene Mining District, Shoshone
County, Idaho. The Company is not involved in any exploration or development
work.
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.
NOTE 2 MINING PROPERTY
----------------
The mining property of the Company has been developed under the terms of an
agreement executed in 1962 with James C. Young and Kay Critchlow. All or
portions of the interests of Young and Critchlow under that agreement had been
assigned to the Magna Mining Company.
On November 29, 1984, Princeton declared that the agreement had been forfeited
and terminated. Magna Mining Company resisted forfeiture and termination of the
agreement, and on February 6, 1985, Magna commenced an action in the First
Judicial District of the State of Idaho, in and for the County of Shoshone,
against Princeton seeking a judgement declaring that the 1962 agreement is in
full force and effect. The major issue in the litigation was the interpretation
of the 1962 agreement and the extent of Magna's performance of obligations under
the agreement. In the event that Magna was successful in the litigation, mining
development would continue under the terms of the agreement by Magna and
Princeton would retain a 40% interest in the property. In the event that
Princeton was successful in the litigation, Princeton would win all rights in
the property free and clear of any rights claimed by Critchlow, Young, or Magna.
During 1989, the Court ruled that Magna was not entitled to a deed to the
property and that Princeton was not entitled to a forfeit of the lease. The
relationship of the parties continued under the lease.
During 1991, Magna gave notice to the Company of their termination of the
agreement and intention not to do the assessment work for 1991. Therefore, the
Company has performed all the required assessments and filings for the current
year.
NOTE 3 INCOME TAXES
-------------
The Company has a net operating loss carryover of $612,537 to the year ended
December 31, 1999. These loss carryovers will begin to expire in 2000
Page 11 of 14
<PAGE>
PRINCETON MINING COMPANY
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
PART III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
</TABLE>
<TABLE>
<CAPTION>
Name of Executive
Officers and Directors Principal Occupation, Five-Year
and Positions Held Age Business History and Directorships
- --------------------------------- --- -------------------------------------------
<S> <C> <C>
H. James Magnuson, 45 Attorney at Law for more than the past
President and Director five years
R. M. MacPhee, 68 Certified Public Accountant for more than
Secretary-Treasurer Director of Western Silver-Lead Corporation
and Director for the
past five years
Donald H. Grismer,
Director for more than
the past five years 67 Employed in mining for more that the past
five years.
Dale B. Lavigne, Director 68 Director Western Silver-Lead Company
for the past three years
Dennis O'Brien, 37 Certified Public Accountant
</TABLE>
The bylaws of the Company provided that the Directors serve until the next
annual meeting of shareholders or until their respective successors have been
duly elected and qualified. The bylaws also provide that the officers serve at
the discretion of the Board of Directors.
Item 11 - EXECUTIVE COMPENSATION
None
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
H.F. Magnuson, Vice President of the Company owns 6,423,940 shares.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
Page 12 of 14
<PAGE>
PRINCETON MINING COMPANY
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
PART IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Financial Statements - See index to Financial Statements at page 6 of
this report.
(b) Exhibits
No additional exhibits are filed as a part of this report. The Exhibit
Index appears at page 14 of this report.
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.
Princeton Mining Company
------------------------
(Registrant)
/s/ H. James Magnuson /s/ Dennis O'Brien
President and Director Secretary-Treasurer and Director
Date: Date:
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 capacities and as of the date indicated.
/s/ H. James Magnuson /s/ Dennis O'Brien
President and Director Secretary-Treasurer and Director
Date: Date:
Page 13 of 14
<PAGE>
Princeton Mining Company
Form 10-K Annual Report
For the year ended December 31, 1998
EXHIBIT INDEX
-------------
Exhibits
3.1 Articles of Incorporation of Princeton Mining Company, as amended,
incorporated herein by reference to the Registrant's Form 10-K for the year
ended December 31, 1983.
3.2 Bylaws of Princeton Mining Company, as amended, incorporated herein by
referenced to Registrant's Form 10-K for the year ended December 31, 1983.
10.1 Young and Kay Critchlow, incorporated herein by referenced to Registrant's
Form 10-K for the year ended December 31, 1983.
Page 14 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Position for Princeton Mining Company at December
31, 1998 (unaudited) and the Statement of Operations for the year ended
December 31, 1998 (unaudited) and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 72
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,072
<PP&E> 25,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,072
<CURRENT-LIABILITIES> 23,605
<BONDS> 0
0
0
<COMMON> 956,334
<OTHER-SE> (954,867)
<TOTAL-LIABILITY-AND-EQUITY> 25,072
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,271
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13,271)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,271)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,271)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
