-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/hjYDoUYoSBHV+3PD6oRXsoEKd2/CRNFSHkQQz5cRwy8Gq6sWoKMQ7vwhvW6GFC hganyoSN0xjX8gWw+/rIyQ== 0000071391-97-000006.txt : 19970807 0000071391-97-000006.hdr.sgml : 19970807 ACCESSION NUMBER: 0000071391-97-000006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970804 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW HILARITY MINING CO CENTRAL INDEX KEY: 0000071391 STANDARD INDUSTRIAL CLASSIFICATION: 1090 IRS NUMBER: 820183199 STATE OF INCORPORATION: ID FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03323 FILM NUMBER: 97650754 BUSINESS ADDRESS: STREET 1: 17500 E WELLESLEY CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099263055 MAIL ADDRESS: STREET 1: 717 WEST SPRAGUE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99204 10-K 1 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. 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. 3 ITEM 6. SELECTED FINANCIAL DATA The following data should be read in conjunction with the Company's financial statements and the notes thereto:
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 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
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 4 NEW HILARITY MINING COMPANY Statement of Financial Position as (Unaudited) Of March 31, 1997 and 1996 ASSETS
March 31, March 31, 1997 1996 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 ========= ==========
Prepared by management. The accompanying notes are an integral part of these financial statements. F-1 5 NEW HILARITY MINING COMPANY Statement of Operations for the (Unaudited) Years Ended March 31, 1997, 1996 and 1995
March 31, March 31, March 31, 1997 1996 1995 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) ========= ====== ========
Prepared by management. The accompanying notes are an integral part of these financial statements. F-2 6 NEW HILARITY MINING COMPANY Statement of Changes in (Unaudited) Stockholder's Equity for the Years Ended March 31, 1997, 1996 and 1995
Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total 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) ========= ========= ========= ========== =========
Prepared by management. The accompanying notes are an integral part of these financial statements. F-3 7 NEW HILARITY MINING COMPANY Statement of Cash Flows for the (Unaudited) Years Ended March 31, 1997, 1996 and 1995
March 31, March 31, March 31, 1997 1996 1995 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- ========= ===== =======
Prepared by management. The accompanying notes are an integral part of these financial statements. F-4 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 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 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. 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 EX-27 2
5 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. YEAR MAR-31-1997 MAR-31-1997 0 2,143 0 0 0 6,964 0 0 6,964 7,468 0 0 0 375,000 (375,504) 6,964 0 0 0 0 7,676 0 0 (16,729) 4,821 (11,908) 0 0 0 (11,908) (0.003) (0.003)
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