UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 333-5302-D
APEX MINERALS CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 87-0543383
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
57 West 200 South, Suite 310, Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 359-9309
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At May 12, 1998, there were
5,055,800 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial statements attached hereto and included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles nave been omitted. However, in
the opinion of management, all adjustments (which include only normal
recurring accruals) necessary to present fairly the financial position and
results of operations for the periods presented have been made. The results
for interim periods are not necessarily indicative of trends or of results to
be expected for the full year. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended June 30, 1997.
APEX MINERALS CORPORATION AND SIBSIDIARY
(a development stage company)
Consolidated Balance Sheet
ASSETS
March 31, June 30,
1998 1997
(unaudited) (audited)
CURRENT ASSETS
Cash $20,626 $247
Prepaid mining leases (Note 1) 5,333 1,612
Total Current Assets $25,959 $1,859
OTHER ASSETS
Mining claims (Note 1) 10,569 10,569
Organizational costs (Note 1) 413 534
Prepaid offering costs - 3,947
Total Other Assets $11,022 $15,050
TOTAL ASSETS $36,941 $16,909
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31 June 30
1998 1997
(unaudited) (audited)
CURRENT LIABILITIES
Accounts payable - related party (Note 2) - $41,100
Accrued expenses $3,500 2,430
Total Current Liabilities $3,500 $43,530
Minority interests - 338
STOCKHOLDER'S EQUITY
Common stock, authorized 50,000,000 shares
at $.001 par value; 5,055,800 and 4,750,000
shares issued and outstanding $5,056 $4,750
Capital in excess of par value 74,060 1,863
Retained deficit (accumulated during
the development stage) (45,675) (33,572)
Total Stockholders' Equity $33,441 $26,959
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $36,941 $16,909
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Unaudited Statements of Operations
For the Three For the Three For the Nine For the Nine For the Period
Months Ended Months Ended Months Ended Months Ended From Inception
March 31, March 31, March 31, March 31, to March 31,
1998 1997 1998 1997 1998
REVENUE
Consulting
Revenue - - - - $7,250
Total
Revenue - - - - $7,250
EXPENSES
General &
Admin.
Expense $610 $1,990 $12,441 $7,665 $58,004
Total
Expenses $610 $1,990 $12,441 $7,665 $58,004
OTHER INCOME
(EXPENSES)
Loss
attributable
to minority
interests - $187 $338 $554 $1,250
Gain on sale
of stock - - - - 4,129
Net profit
(loss) before
provision for
taxes $(610) $(1,803) $(12,103) $(7,111) $(45,375)
Provision for
taxes - - - - 300
Net Income
(loss) $(610) $(1,803) $(12,103) $(7,111) $(45,675)
Loss per share - - - - $(0.01)
Average shares
outstanding 5,055,800 4,750,000 5,021,178 4,750,000 4,420,228
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Cash Flows
(unaudited)
For the Nine For the Nine For Period
Months Ended Months Ended From Inception
March 31, March 31, to March 31,
1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $(12,103) $(7,111) $(45,675)
Items not requiring
cash flow:
Amortization 121 121 393
Mining leases 4,719 5,506 4,719
Increase in accounts
payable 1,070 - 3,500
Issuance of stock for
services - - 3,688
Minority share of net
loss (338) (554) (1,250)
Net Cash (Used) by
Operating
Activities $(6,531) $(2,038) $(34,624)
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for:
Mining claims - $(1,790) $(9,944)
Prepaid mining leases $(8,440) (7,000) (10,052)
Prepaid offering costs - (3,612) (3,947)
Organization costs - - (557)
Net Cash (Used) by
Investing
Activities $(8,440) $(12,402) $(24,500)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common
stock (net) $76,450 - $79,750
Loans from (payment to)
related parties (41,100) $11,100 -
Net Cash Provided by
Financing
Activities $35,350 $11,100 $79,750
NET INCREASE (DECREASE)
IN CASH $20,379 $(3,340) $20,626
CASH AT BEGINNING OF
PERIOD 247 3,964
CASH AT END OF PERIOD $20,626 $624
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Cash Flows
For the Nine For the Nine For Period
Months Ended Months Ended From Inception
March 31, March 31, to March 31,
1998 1997 1998
Supplemental Cash Flow
Information
Cash paid for:
Interest - - -
Income taxes $130 - $230
Non Cash Flow Information
Stock issued for:
Services - - $3,688
Organization costs - - 250
Mining claims - - 625
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The Company has had no material revenues from operations since its
inception in July 1995. During the year ended June 30, 1997, the Company
generated revenue of $7,500 from consulting services performed by one of the
officers of the Company's Subsidiary for a local mining company. The Company
has not generated revenue since that time. Although the Company may conduct
studies or perform research and consulting services for other mining companies
in the future, it is not anticipated that such revenues will be material to
the operations of the Company.
In the Spring of 1997, the company filed an SB-2 registration with the
Securities and Exchange Commission to sell a minimum of 300,000 ($75,000)
shares and a maximum of 800,000 ($200,000) shares to the public. The Company
raised a total of $76,750 by selling 305,800 shares of common stock at $.25
per share. During the previous quarter, the Company paid back $41,100 of an
accounts payable-related party. During the current quarter there was a loan
receivable-related party made and repaid in the amount of $10,000.
Management believes that the equity funding received by the Company
through the offering, will allow the Company to operate through August 1998.
The sole fixed obligation of the Company is the payment of the annual
maintenance fees to the BLM and the State of Utah which would equal
approximately $8,500 through August 1998.
The Subsidiary, Apex Minerals of Utah, intends to seek additional mining
properties and/or conduct limited geologic evaluation of the current or
additional mining properties in the form of a limited drilling program as
funds are available either through additional equity or loan financing.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits. The following exhibits are included as part of this report
Exhibit No.Description of ExhibitPage
3.1Certificate of Incorporation *
3.2By-Laws of the Company currently in effect *
4.1Form of certificate evidencing shares of Common Stock *
*Incorporated by reference from the Company's registration statement on
Form SB-2 filed with the Securities and Exchange Commission, file no.
333-5302-D.
(b)Reports on Form 8-K. During the quarter ended March 31, 1998, no
reports on Form 8-K were filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
APEX MINERALS CORPORATION
Date: May 14, 1998 By /s/ Howard M. Oveson,
Principal Financial and Accounting Officer
[ARTICLE] 5
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-END] MAR-31-1998
[CASH] 20,626
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 25,959
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 36,941
[CURRENT-LIABILITIES] 3,500
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 5,056
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 36,941
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 12,441
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (12,103)
[INCOME-TAX] 0
[INCOME-CONTINUING] (12,103)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (12,103)
[EPS-PRIMARY] 0
[EPS-DILUTED] 0