-----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, GgUOAa6AmGTMwLlNTR0MRpOGHO1WK3j7MZbUsDW4YwLna2wi28J3qSIrM8rRNqvr pyGmVXNN4YfP4SYUD5I1XA== 0000071391-98-000004.txt : 19980624 0000071391-98-000004.hdr.sgml : 19980624 ACCESSION NUMBER: 0000071391-98-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980619 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: SEC FILE NUMBER: 001-03323 FILM NUMBER: 98650825 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 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 ] 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 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. 4 ITEM 6. SELECTED FINANCIAL DATA The following data should be read in conjunction with the Company's financial statements and the notes thereto:
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 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
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. 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 6 NEW HILARITY MINING COMPANY Statement of Financial Position as (Unaudited) of March 31, 1998 and 1997 ASSETS
March 31, March 31, 1998 1997 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 ========== =========
Prepared by management. The accompanying notes are an integral part of these financial statements. 7 Statement of Operations for the NEW HILARITY MINING COMPANY Years Ended March 31, 1998, 1997 (Unaudited) and 1998
March 31 March 31 March 31 1998 1997 1996 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) ======== ========= ======
Prepared by management The accompanying notes are an integral part of these financial statements. 8 Statement of Changes in Stockholders' NEW HILARITY MINING COMPANY Equity for the years ended March 31, (Unaudited) 1998, 1997 and 1996
Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit Total 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) ========= ========= ========= ========== ========
Prepared by management The accompanying notes are an integral part of these financial statements. 9 Statement of Cash Flows for the NEW HILARITY MINING COMPANY Years ended March 31, 1998, 1997 (Unaudited) and 1996
March 31 March 31 March 31 1998 1997 1996 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- ======== ========= ======
Prepared by management The accompanying notes are an integral part of these financial statements. 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. 11 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. 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. 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 EX-27 2
5 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. YEAR MAR-31-1998 MAR-31-1998 0 2,143 0 0 0 6,964 0 0 6,964 12,189 0 0 0 375,000 (380,225) 6,964 0 0 0 0 4,721 0 0 (4,721) 0 (4,721) 0 0 0 (4,271) (0.001) (0.001)
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