Page
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 September 30, 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 November 13, 1998, there
were 5,055,800 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial statements 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, 1998.
APEX MINERALS CORPORATION
(a development stage company)
Balance Sheet
September 30, 1998
ASSETS
September 30,
1998
CURRENT ASSETS
Cash $ 4,030
Prepaid mining leases (Note 1) -
Accounts receivable - related party -
Total Current Assets 4,030
OTHER ASSETS
Organizational costs (Note 1) 331
Mining claims -
Total Other Assets 331
TOTAL ASSETS $ 4,361
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party (Note 2) $ 15,000
Accrued expenses -
Total Current Liabilities 15,000
STOCKHOLDERS' EQUITY
Common stock, authorized 50,000,000 shares
at $.001 par value; 5,055,800 shares issued and outstanding
5,056
Capital in excess of par value 74,060
Retained deficit (accumulated during the development stage)
(89,755)
Total Stockholders' Equity $(10,639)
TOTAL LIABILITIES AND STOCK HOLDER'S EQUITY $ 4,361
APEX MINERALS CORPORATION
(a development stage company)
Statement of Operations
For the
Period from
July 10, 1995
For the Period Ended (Inception)
September 30, to Sept. 30,
REVENUE 1998 1997 1998
Consulting Revenue $ - $ - $ -
Total Revenue - - -
EXPENSES
General and Administrative
Expense 2,236 8,918 89,862
Loss from Abandonment of
Mining Leases - - 12,122
Total Expenses 2,236 8,918 101,984
OTHER INCOME (EXPENSES)
Loss attributable to minority
interests - 21 1,250
Gain on Sale of Stock (Note 2) - - 4,129
- 218 5,379
Net (loss) before provision
for taxes (2,236) (8,700) (89,355)
Provision for Taxes (Note 1) - - 400
Net income (loss) $ (2,236) $ (8,700) $ (89,755)
Loss Per Share (Note 1) $ (.01) $ (.01) $ (.02)
Average shares outstanding 5,004,833 4,953,867 4,429,388
APEX MINERALS CORPORATION
(a development stage company)
Statement of Cash Flows
For the
Period from
July 10, 1995
For the Period Ended (Inception)
CASH FLOWS FROM September 30, to Sept. 30,
OPERATING ACTIVITIES 1998 1997 1998
Net income (loss) $ (2,236) $ (8,700) $ (89,755)
Items not requiring cash flow:
Amortization 41 41 17,441
Mining Leases - 2,168
Increase in accrued expenses
and accounts payable (4,400) 570 (26,100)
Issuance of stock for services - - 3,688
Minority share of net loss - (218) (1,250)
Loss from abandonment of lease - - 12,122
Net Cash (Used) by
Operating Activities (6,595) (6,139) (83,854)
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for:
Mining claims - - (9,944)
Prepaid mining leases - (8,000) (18,518)
Organization costs - - (557)
Prepaid offering costs - - (3,947)
Net cash (used) by
Investing Activities - (8,000) (32,966)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock - 76,450 79,750
Loans from related parties - (44,956) 41,100
Net Cash provided by
Financing Activities - 31,494 120,850
NET INCREASE (DECREASE) IN CASH 6,595 17,355 4,030
CASH AT BEGINNING OF PERIOD 10,625 247 -
CASH AT END OF PERIOD $ 4,030 $ 17,602 $ 4,030
APEX MINERALS CORPORATION
(a development stage company)
Statement of Cash Flows (continued)
For the
Period from
July 10, 1995
For the Period Ended (Inception)
September 30, to Sept. 30,
1998 1998 1998
Supplemental Cash Flow
Information
Cash paid for:
Interest $ - $ - $ -
Taxes - - 200
Non Cash Flow Information
Stock issued for:
Services $ - $ - $ 3,688
Organization costs - - 250
Mining claims - - 625
APEX MINERALS CORPORATION
(a development stage company)
Notes to the Consolidated Financial Statements
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated in the State of Delaware on July 10, 1995
for the primary purpose of acquiring mining claims.
The Company exchanged all of its interest in the mining claims and the
prepaid mining leases for 90% of the outstanding shares of Apex Minerals
of Utah, Inc., which was incorporated in June 1996 for the purpose of
holding title to the Utah mining claims. These claims were transferred
in June 1996.
In 1998, The Company chose to abandon its leasehold properties and wrote
off all of its investment made into the project.
In September 1998, the Company chose to spin-out it 90% owned
subsidiary, Apex Minerals of Utah, Inc., to a former officer and a
shareholder of the Company as there were no assets or liabilities of
that company.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, cash and cash
equivalents are defined as demand deposits at banks and certificates of
deposits with maturities less than three months.
Organization Costs
Organization costs of the Company are being amortized over 60 months.
Total amortization costs for the period were $41.
Development Stage Company
The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company.
All income, expenses, cash flows and stock transactions are reported since
inception.
NOTE 2 - RELATED PARTY TRANSACTIONS
During 1998, a shareholder provided legal services of $15,000 to the
Company.
NOTE 3 - 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 reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company had no revenues from operations during the fiscal year ended
June 30, 1998, or the first quarter ended September 30, 1998, and has had no
significant revenues from operations since its inception in July 1995.
During the year ended June 30, 1998, the Company held interests in a
number of unpatented mining claims, each of which required payment of annual
maintenance fees principally to the Bureau of Land Management in the aggregate
amount of approximately $15,000, which fees were due on or before August 31,
1998. The Company had attempted without success to locate joint venture
partners to develop the claims or potential purchasers of such claims. The
Company did not have sufficient funds to pay the annual fees and Mr. Oveson,
who had previously loaned money to the Company, determined not to advance
additional funds for this purpose. During the first quarter ended September
30, 1998, management decided to abandon the interest of the Company in such
claims and did not pay the annual fees.
The Company has no plans to raise or seek additional funding, but intends
to seek a new business venture or enterprise for the Company. The Company has
no significant operating costs or capital obligations.
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: November 13, 1998 By /s/ Howard M. Oveson, Principal
Financial and Accounting Officer