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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 December 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 February 2, 1999, 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
December 31, 1998
ASSETS
CURRENT ASSETS
Cash $ 2,111
Total Current Assets 2,111
OTHER ASSETS
Organizational costs 291
Total Other Assets 291
TOTAL ASSETS $ 2,402
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 15,000
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) (91,714)
Total Stockholders' Equity (12,598)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 2,402
Apex Minerals Corporation
(a development stage company)
Statement of Operations
For the
Period from
July 10, 1995
For the Three months For the Six months (Inception)
ended December 31, ended December 31, to Dec. 31,
REVENUE 1998 1997 1998 1997 1998
Consulting Revenue $ - $ - $ - $ - $ 7,250
Total Revenue - - - - 7,250
EXPENSES
General and Admin.
Expense 1,959 2,913 4,195 11,831 91,821
Loss from Abandonment
of Mining Leases - - - 12,122
Total Expenses 1,959 2,913 4,195 103,943
OTHER INCOME (EXPENSES)
Loss attributable to
minority interests - 120 - 338 1,250
Gain on Sale of
Stock (Note 2) - - - - 4,129
- 120 - 338 5,379
Net (loss) before
provision for taxes (1,959) (2,793) (4,195) (11,493) 102,072
Provision for Taxes
(Note 1) - - - - 400
Net income (loss) (1,959) (2,793) (4,195) (11,493) 102,472
Loss Per Share
(Note 1) (.01) (.01) (.01) (.01) (.02)
Average shares
outstanding 5,055,800 5,055,800 5,055,800 5,004,834 4,518,875
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows
For the
Period from
For the Six For the Six July 10, 1995
Months Ended Months Ended (Inception)
December 31, December 31, to December 31,
1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $ (4,195) $ (11,493) $ (91,714)
Items not requiring
cash flow:
Amortization 81 4,359 17,481
Increase in accrued
expenses and
accounts payable (4,400) 1,070 (26,100)
Issuance of stock for
services - - 3,688
Minority share of
net loss - (338) (1,250)
Loss from abandonment
of lease - - 12,122
Net Cash (Used) by
Operating Activities (8,514) (6,402) (85,773)
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 - (41,100) 41,100
Net Cash provided by
Financing Activities - 35,350 120,850
NET INCREASE (DECREASE) IN
CASH (8,514) 20,948 2,111
CASH AT BEGINNING OF PERIOD 10,625 247 -
CASH AT END OF PERIOD $ 2,111 $ 21,195 $ 2,111
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows (continued)
For the Period from
July 10, 1995
For the Period Ended (Inception)
December 31, to December 31,
1998 1997 1998
Supplemental Cash Flow
Information
Cash paid for:
Interest $ - $ - $ -
Taxes 100 100 200
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
The Company had no revenues from operations during the fiscal year ended
June 30, 1998, during the second quarter ended December 31, 1998, or during
the six month period ended December 31, 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.
PART II
Item 2. Use of Proceeds
The effective date of the registration statement filed by the Company on
Form SB-2 (SEC File No. 333-5302-D) was April 8, 1997. The offering commenced
in August 1997. The offering terminated on December 11, 1997, before all of
the securities were sold. The Company was offering up to 800,000 shares of
its common stock (par value $.001) at $0.25 per share. The Company sold
305,800 shares. The Company received gross proceeds of $76,450. The Company
paid expenses of the offering totaling $17,214, and thus received net proceeds
of the offering of $59,236. The following information sets forth by quarter
the receipt of proceeds of the offering, the payment of expenses related to
the offering, and the use of the net proceeds:
Quarter ended September 30,1997:
Gross Proceeds: $ 75,000
Expenses of the Offering: $ 7,214
Use of Proceeds: Mining Claim Payments $ 8,111
Repayment of Loans $ 27,000 (1)
Working Capital $ 20
Quarter ended December 31, 1997:
Gross Proceeds: $ 1,450
Expenses of Offering: $ 10,000 (2)
Use of Proceeds: Working Capital $ 5,262 (3)
Quarter ended March 31, 1998:
Use of Proceeds: Working Capital $ 570
Quarter ended June 30, 1998:
Use of Proceeds: Working Capital $ 10,000 (4)
Quarter ended September 30, 1998:
Use of Proceeds: Working Capital $ 6,595
Quarter ended December 31, 1998:
Use of Proceeds: Working Capital $ 1,678
(1) Of this amount, $19,400 was a repayment of a loan to Howard M.
Oveson, an officer, director, and 10% shareholder of the Company, and $7,600
was a repayment of a loan to Gaylon Hansen, who at such time was an officer
and director of the former subsidiary of the Company, and a 10% shareholder of
the Company.
(2) This amount was paid as legal fees to Ronald N. Vance, a 10%
shareholder of the Company, in connection with the registration statement.
(3) Of this amount, $5,000 was paid to Ronald N. Vance, a 10%
shareholder of the Company, for legal fees in connection with the preparation
of the Company's periodic reports.
(4) This amount was paid to Gaylon Hansen, who at such time was an
officer and director of the former subsidiary of the Company, and a 10%
shareholder of the Company, in connection with services rendered to the
Company.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
APEX MINERALS CORPORATION
Date: February 9, 1999 By /s/ Howard M. Oveson, Principal
Financial and Accounting Officer