ITEM 1 - BUSINESS - --------------------
(a) General Developments of Business:
The Registrant was incorporated under the laws of the state of Idaho on August 4, 1932 and is a mining company in the exploration stage. It is engaged in exploring for non-ferrous and precious metals, principally silver, lead and zinc. The mining properties of the registrant are located in Shoshone County, Idaho. For further description of the Registrant's properties see ITEM 2
ITEM 2 - PROPERTIES - ----------------------
(a) The Registrant has the following properties:
The Registrant is the owner of an undivided one-third interest in the "Mineral Mountain Area" situated near Osburn, Idaho consisting of the four original Mineral Mountain Patented lode mining claims and those portions of six Chester and three Polaris claims which lie northerly from a warped plane lying parallel and 300 feet northerly from the center of the Chester Vein.
The property of the Registrant lies between the main workings of the Sunshine Mine on the west, and the Consolidated Silver property on the east. Both of these properties are owned by Sunshine Mining Company.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS - ------------------------------
The Registrant has no legal actions pending against it and it is not a party to any suits in any court of law, nor are the directors aware of any claims which could give rise to litigation. No director, officer, or affiliate of the registrant or owner of 5% or more of the Registrant's securities, or any associate is an adverse party to the registrant.
There are no letters of inquiry, or proceedings by the Federal Government, or any State agency directed toward the Registrant.
The Registrant is not involved in any civil rights negotiations or proceedings.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - -----------------------------------------------------------------------
No matters were submitted to a vote of the security holders in 1999 or the first quarter of 2000.
MINERAL MOUNTAIN MINING & MILLING COMPANY FORM 10-K - PARTS I, II, III & IV March 31, 2000
PART II
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS - -------------------------------------------------------------------------------- MATTERS - -------
(a) Market information:
The Registrant's stock was formerly traded on the Spokane Stock Exchange, Spokane, Washington which closed on May 24, 1991. Quotation for the Company's shares are now reported by the Spokane Quotation Bureau.
The bid prices for the Registrant's stock for the period ending March 31, 2000 are as follows:
High Low ---- ---
- ----
First Quarter .04 .02 Second Quarter .04 .02 Third Quarter .04 .02 Fourth Quarter .05 .02
- ----
First Quarter .05 .03 Second Quarter .02 .02 Third Quarter .02 .02 Fourth Quarter .02 .02
- ----
First Quarter .02 .02
(b) Approximate Number of Equity Security Holders:
Title of Class Number of Record Holders ---------------------------- ------------------------------------------
Common Assessable Capital Approximately 1,449 as of March 31, 2000 Stock, par value five cents ($.05) per share
MINERAL MOUNTAIN MINING & MILLING COMPANY FORM 10-K - PARTS I, II, III & IV March 31, 2000
PART II
ITEM 6
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 Year Ended 3-31-2000 3-31-99 3-31-98 3-31-97 3-31-96 --------- ---------- ---------- ---------- ----------
Operating Revenue $ 901 $ 928 $ 1,192 $ 729 $ 815
Net Inocme (Loss) $ (1,578) $ (3,823) $ (4,891) $ (2,642) $ (2,269)
Net Income (Loss) Per Share $ (0.0005) $ (0.0012) $ (0.0015) $ (0.0009) $ (0.0080) Total Assets $ 67,972 $ 69,652 $ 72,496 $ 71,704 $ 73,839 Working Capital $ 12,604 $ 14,182 $ 18,005 $ 13,367 $ 16,009
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - -------------------------------------------------------------------------------- OF OPERATIONS - --------------
(a) Full fiscal year:
The Registrant is an exploration stage mining company and does not at present have any operating income. The company does not anticipate any material changes in its financial position in the immediate future.
(1) Liquidity:
As the Registrant has limited operations, the only funds required at this time are for corporate administrative costs. The annual net cash needs of the Registrant are approximately $3,000. These funds can be made available in the future by the Registrant issuing stock on a private-placement basis or borrowing from the officers and directors after present cash resources are depleted.
(2) Capital Resources:
At the present time the Registrant does not have any commitments for capital expenditures. Any capital expenditures would be very small, and would probably be financed by loans from the officers and directors.
(3) Results of Operations:
The patented claims are being maintained and the financial records are updated quarterly.
MINERAL MOUNTAIN MINING & MILLING COMPANY FORM 10-K - PARTS I, II, III & IV March 31, 2000
PART II
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - -----------------------------------------------------------
See Item 14 Index
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - -------------------------------------------------------------------------------- FINANCIAL DISCLOSURE - ---------------------
There were no disputes or disagreements with or changes of accountants.
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ---------------------------------------------------------------------
(a) Identification of Directors:
Name Age - --------------------- ---
Earl T. Siler 85 Donald L. Hess 71 Forrest Godde Richard L. Schwary 72 Josef Suveg 72
The Directors serve until the next meeting of the shareholders or until their successors are elected and qualified.
Earl Siler served as a director since 1993 Donald L. Hess has served as a director since 1993 Forrest Godde has served as a director since 1993 Richard L. Schwary has served as a director since 1985 Josef Suveg has served as a director since 1993
There are no arrangements or understandings between any of the directors and any other persons pursuant to which any director is to be selected as a director or nominee.
(b) Identification of Executive Officers:
Name Age Title - -------------- --- ---------------------------------------------------
Earl T. Siler 85 President and Chief Executive Officer
Donald L. Hess 71 Secretary/Treasurer and Principal Financial Officer
The officers serve in the positions indicated after their names for a period of one year or until a successor is elected and qualified.
MINERAL MOUNTAIN MINING & MILLING COMPANY FORM 10-K - PARTS I, II, III & IV March 31, 2000
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued) - --------------------------------------------------------------------
(I) Background.
Earl T. Siler, 85, is the President of the Registrant and is a Director. He is a retired Mining Equipment Dealer and has served on the Board of Directors for several mining companies over the past 25 years.
Donald L. Hess, 71, is the Secretary-Treasurer of the Registrant and is a Director. He is a Certified Public Accountant with over 40 years of experience in public accounting.
(II) Directorships.
Earl T. Siler is the President and Director of the Registrant. He is a retired Mining Equipment Dealer and has served on the Board of Directors for several mining companies over the past 25 years.
Donald L. Hess is the Secretary-Treasurer and Director of the Registrant. He is a Certified Public Accountant with over 40 years of experience in public accounting.
Forrest Godde is a businessman and Director of Mineral Mountain Mining & Milling Company.
Josef Suveg is a retired mining engineer and Director of Mineral Mountain Mining & Milling Company.
Richard L. Schwary is a Director of Mineral Mountain Mining and Milling Company.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION - ------------------------------------
(a) (1) All executive officers
Total annual compensation received by all executive officers is $600 per year.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - --------------------------------------------------------------------------------
(a) Security ownership of certain beneficial owners.
Amount & Nature of Title of Name of Beneficial Percent of Class Beneficial Owner Ownership Class -------- --------------------- -------------- --------- Common Borjessan Family Direct 12.07% Shares 371,458 shares
Common Cede & Co On Deposit 9.52% Shares for brokers 292,979 shares
MINERAL MOUNTAIN MINING & MILLING COMPANY FORM 10-K - PARTS I, II, III & IV March 31, 2000
PART III
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------------------------- (continued) - -------
(b) Security ownership of management.
Amount & Nature of Title of Name of Beneficial Percent of Class Beneficial Owner Ownership Class -------- --------------------- -------------- ---------
Common Earl T. Siler 91,000 2.96% Shares Direct
Common Donald L. Hess 326,713 10.61% Shares Direct
Common Forrest Godde 40,000 1.30% Shares Direct
Common Josef Suveg 31,000 1.00% Shares Direct
Common Richard Schwary 44,200 1.44% Shares Direct
Total of all Officers and 532,913 Directors: of Record & Beneficially 17.31%
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ---------------------------------------------------------------
(a) Transactions with Management and Others.
There have been no transactions of the type set forth in Item 404(a) of Regulation S-X.
(b) Certain Business Relationships.
Donald L. Hess, Secretary of the Company, maintains the financial records of the Registrant. He is also the owner of the Idaho Stock Transfer Company which acts as transfer agent and registrar of the Registrant's outstanding stock.
MINERAL MOUNTAIN MINING & MILLING COMPANY FORM 10-K - PARTS I, II, III & IV March 31, 2000
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K - --------------------------------------------------------------------------------
(a) Financial Statements.
Statement of Financial Position, March 31, 2000, 1999 and 1998 11
Statement of Operations for the years ended March 31, 2000, 1999 and 1998 12
Statement of Stockholders' Equity from August 4, 1932 to March 31, 1993 and for the years ended March 31, 1994 through March 31, 2000 13
Statement of Cash Flows for the years ended March 31, 2000, 1999 and 1998 14
Notes to Financial Statements, March 31, 2000, 1999 and 1998 15-18
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.
(b) Reports on Form 8-K.
No reports were filed by the Registrant on Form 8-K during the last quarter of 1999 or the first quarter of 2000.
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Statement of Financial Position, March 31, 2000, 1999 and 1998 (UNAUDITED)
PREPARED FROM THE RECORDS WITHOUT AUDIT.
The accompanying notes to financial statements are an integral part of this financial statement.
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Statement of Operations for the years ended March 31, 2000, 1999 and 1998 (UNAUDITED)
PREPARED FROM THE RECORDS WITHOUT AUDIT. The accompanying notes to financial statements are an integral part of this financial statement.
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Statement of Stockholders' Equity from August 4, 1932 to March 31, 1993, And for the years ended March 31, 1994 through March 31, 2000 (UNAUDITED)
PREPARED FROM THE RECORDS WITHOUT AUDIT. The accompanying notes to financial statements are an integral part of this financial statement.
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Statement of Cash Flows for the years ended March 31, 2000, 1999 and 1998 (UNAUDITED)
PREPARED FROM THE RECORDS WITHOUT AUDIT.
The accompanying notes to financial statements are an integral part of this financial statement.
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Notes to Financial Statements, March 31, 2000, 1999 and 1998 (UNAUDITED)
NOTE 1 - COMPANY BUSINESS
The Company was incorporated under the laws of the state of Idaho on August 4, 1932, and has been in the exploratory stage since its inception. It is engaged in the business of mining and is exploring for non-ferrous and precious metals, primarily silver, lead and zinc. The property of the Company is situated in the Coeur d'Alene Mining District of Shoshone County, Idaho. The Company has no commercial production operations.
NOTE 2 - ACCOUNTING POLICIES
Use of Estimates in the Preparation of Financial Statements:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The significant accounting principles and practices of the Company are as follows:
a. The financial statements are prepared on the accrual basis of accounting.
b. In accord with Statement No. 7 of the Financial Standards Board, regarding development stage companies (which classification includes exploration stage mining companies), the Company charges costs related to exploration to operations with the exception of those which in the opinion of management have a continuing value. All previously capitalized exploration costs were written off during the year ended March 31, 1994.
c. The Company is unable to present cumulative statements of shareholders' equity and cash flows from inception of exploration stage activities due to incomplete prior year accounting records. Presentation of cumulative statements is required by Statement of Financial Accounting Standards No. 7 of the Financial Accounting Standards Board.
d. The Company considers cash equivalents to be highly liquid investments with an original maturity of three months or less.
e. No current provision has been made for depletion or depreciation charges since the Company is in the exploratory stage. If and when a productive stage is reached, the cost of the claims would be charged off over the estimated life of the mine as ore is extracted.
f. The deficit accumulated during the exploratory stage in the amount of $196,997 had been capitalized for income tax purposes to March 31, 1993. As no known ore bodies or productive vein systems had been discovered, these costs were written off for tax purposes on March 31, 1994.
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Notes to Financial Statements, March 31, 2000, 1999 and 1998 (UNAUDITED)
NOTE 2 - ACCOUNTING POLICIES (continued)
g. The Company has a recorded cost of $53,808 in its mining property which comprises 79% of total assets at March 31, 2000. The ultimate realization of the Company's carrying cost in these assets is dependent upon the discovery and the ability of the Company to finance successful exploration and development of commercial ore deposits, if any, in the mining properties in sufficient quantity for the Company to recover its recorded costs or to sell such items in excess of its carrying cost. The ultimate realization of the Company's carrying costs in the mineral properties at March 31, 2000, cannot presently be determined. No provision for any possible revaluation of these assets has been made in the financial statements other than the write off of previously capitalized exploration costs at March 31, 1994.
h. Earnings per share are computed using the weighted average of shares outstanding.
i. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (SFAS 121). SFAS 121 became effective for the fiscal year beginning January 1, 1996. This new standard requires measurement of impairment of long-lived assets, certain identifiable intangibles and goodwill and requires that if a long-lived asset is impaired (based on the fair value of the asset (which may, in some cases, be based on an estimate of expected future cash flows using a discount rate). The Company did not record any adjustment as a result of adopting this standard.
j. Deferred income tax procedures. See Note 5.
NOTE 3 - MINING PROPERTY AND AGREEMENTS
The Company's mining property consists of four patented mining claims which were acquired by the issuance of 1,100,000 shares of common capital stock. Prior to 1946, the Company performed a limited amount of exploration work on its claims over a number of years. An agreement was entered into on October 16, 1946 between Polaris Mining Company (now Hecla Mining Company) and Chester Mining Company providing for exploration and development work on a unitized area consisting of the four Mineral Mountain claims plus specifically defined portions of six Chester and three Polaris claims. Polaris was to perform the exploration work which was to be paid by Mineral Mountain. If the venture was successful, ores mined from the Mineral Mountain Area were to be divided on a basis of one-third each after 2/3 of all exploratory costs advanced by Mineral Mountain had been reimbursed from net smelter returns. The costs paid out by Mineral Mountain were included in the capitalized exploratory costs previously shown on the balance sheet. All capitalized exploration costs were written off on March 31, 1994. Work under the 1946 agreement was completed in the year 1948 without discovery of commercial ore.
Another agreement on the "Mineral Mountain Area" was entered into on July 24, 1957. The 1957 agreement refers to termination of the 1946 agreement and that Polaris (Hecla Mining Company),
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Notes to Financial Statements, March 31, 2000, 1999 and 1998 (UNAUDITED)
NOTE 3 - MINING PROPERTY AND AGREEMENTS (continued)
Chester Mining Company and Mineral Mountain Mining and Milling Company, each owned an undivided one third interest in any commercial ore which may be found in the area. The 1957 agreement also provided that Mineral Mountain would not be reimbursed for 2/3 of the exploration costs it had expended on the unitized property under the 1946 agreement.
The 1957 agreement further provided that Polaris (Hecla) was to perform exploratory work on the unitized area. Polaris (Hecla) reported that it had expended $102,067 under the 1957 agreement and that work was suspended in July 1958. The percentage interests set out in the 1957 agreement were Polaris, 50%, and Mineral Mountain and Chester, 25% each. Hecla Mining Company deeded all their interest in the Mineral Mountain Area to Sunshine Mining Company on June 26, 1984.
NOTE 4 - CAPITALIZATION
Mineral Mountain was originally incorporated on August 4, 1932, with an authorized capital of 2,000,000 shares of common capital stock with a par value of 5 cents per share. On March 31, 1952, the shareholders amended the authorized capital to 3,000,000 shares of 5 cents par value capital stock. On August 21, 1984, the shareholders amended the authorized capital to 10,000,000 shares of 5 cent par value capital stock.
A summary of Mineral Mountain shares issued since inception to March 31, 2000 is as follows (Note: the respective Boards of Directors determined the basis of each consideration of capital stock issuance in non-cash transactions):
03-31-2000 ------------
Cash 1,077,700 Services 597,729 Property 1,100,000 Payment of liabilities 302,620 -------------
TOTAL OUTSTANDING 3,078,049 =============
A summary of items making up the paid-in surplus account at March 31, 2000 is as follows:
Premium on shares $ 452,662 Discount on shares (39,472) Reacquired shares - discount (15,423) Commission & other (57,789) -------------
TOTAL $ 339,978 =============
MINERAL MOUNTAIN MINING & MILLING COMPANY (An Exploratory Stage Mining Company) Notes to Financial Statements, March 31, 2000, 1999 and 1998 (UNAUDITED)
NOTE 4 - CAPITALIZATION (continued)
During the year ended March 31, 1998, a total of 190,580 shares were issued for services rendered or in the payment of accounts payable for services rendered in prior years.
NOTE 5 - INCOME TAXES
The corporation has a net operating loss carryover for income tax purposes of $204,010 which expires as follows:
03-31-09 $ 188,807 03-31-11 2,269 03-31-12 2,642 03-31-13 4,891 03-31-19 3,823 03-31-20 1,578
In March 1992, the Financial Accounting Standards Board issued Statement 109 on accounting for income taxes. Statement 109 changed the method companies use to account for income taxes from the deferred method to an asset and liability method. At March 31, 2000, 1999 and 1998, deferred tax differences primarily relate to capitalization of exploration costs for income tax purposes.
At March 31, 2000, 1999 and 1998, deferred tax differences primarily relate to the use of various tax return Schedule M-1 items like the use of a different accounting method for prior year administrative costs which have been written off for book purposes but capitalized for income tax purposes. The Company's deferred tax liabilities are completely offset by its net operating loss carryovers. As there is no certainty as to the utilization of these items, the benefit attributable thereto would be fully offset by a valuation allowance.
SIGNATURES ----------
Pursuant to the requirements of Section 13, of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MINERAL MOUNTAIN MINING & MILLING COMPANY (REGISTRANT)
/S/DONALD L HESS /S/EARL T SILER - ------------------ ----------------- Donald L. Hess Earl T. Siler Secretary - Treasurer and President, Chief Administrative Principal Financial Officer Officer and Director
Date: June 23, 2000 Date: June 23, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the date indicated.
Date: June 23, 2000 /S/EARL T SILER ----------------- Earl T. Siler President, Director and Principal Executive Officer
Date: June 23, 2000 /S/DONALD L HESS ------------------ Donald L. Hess Secretary - Treasurer, Director & Principal Financial Officer
Date: June 23, 2000 /S/FORREST GODDE ----------------- Forrest Godde Director
Date: June 23, 2000 /S/JOSEF SUVEG --------------- Josef Suveg Director
Date: June 23, 2000 /S/RICHARD L SCHWARY ---------------------- Richard L. Schwary Director