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, 2001
[ ] 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 [ ] No [X*]
- ------------
*The duty to file reports under subsection 15(d) was
automatically suspended for the fiscal year beginning July 1,
1997, because the common stock of the registrant was held of
record by fewer than 300 persons at and since such date. The
registrant has continued to voluntarily file reports under such
subsection since such date.
State the number of shares outstanding of each of the Issuer's
classes of common equity as of the latest practicable date: At
February 12, 2002, there were 5,055,800 shares of the Registrant's
Common Stock outstanding.
Page 2
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 have 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, 2001.
Page 3
Apex Minerals Corporation
(a development stage company)
Balance Sheet
December 31, 2001
ASSETS
CURRENT ASSETS
Cash $ 4,063
----------
Total Current Assets 4,063
----------
TOTAL ASSETS $ 4,063
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 16,500
Interest payable - related party 10,316
Note payable - related party 5,000
----------
Total Current Liabilities 31,816
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) (106,869)
----------
Total Stockholders' Equity (27,753)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,063
==========
Page 4
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,
2001 2000 2001 2000 2001
REVENUE
Consulting Revenue $ - $ - $ - $ - $ 7,250
------- ------- ------- ------- -------
Total Revenue - - - - 7,250
------- ------- ------- ------- -------
EXPENSES
General and Admin. Expense 2,337 43 4,392 893 106,976
Loss from Abandonment
of Mining Leases - - - - 12,122
------- ------- ------- ------- -------
Total Expenses 2,337 43 4,392 893 119,098
------- ------- ------- ------- -------
OTHER INCOME (EXPENSES)
Loss attributable to minority interests - - - - 1,250
Gain on Sale of Stock (Note 2) - - - - 4,129
------- ------- ------- ------- -------
- - - - 5,379
------- ------- ------- ------- -------
Net (loss) before provision for taxes (2,337) (43) (4,392) (893) (106,469)
Provision for Taxes (Note 1) - - - - 400
------- ------- ------- ------- -------
Net income (loss) (2,337) (43) (4,392) (893) (106,869)
======= ======= ======= ======= =======
Loss Per Share (Note 1) (.00) (.00) (.02)
Average shares outstanding 5,055,800 5,055,800 5,055,800 5,055,800 4,947,189
Page 5
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows
For the Period
For the Six Months Ended From Inception
December 31, December 31, to December 31,
2001 2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,392) $ (893) $ (106,869)
Items not requiring cash flow:
Amortization - 48 17,772
Increase in accrued expenses and
accounts payable 3,709 - 26,816
Issuance of stock for services - - 3,688
Minority share of net loss - - (1,250)
Loss from abandonment of lease - - 12,122
--------- --------- ---------
Net Cash (Used) by Operating Activities (683) (845) (47,721)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for:
Mining claims - - (9,944)
Prepaid mining leases - - (18,518)
Organization costs - - (557)
Prepaid offering costs - - (3,947)
--------- --------- ---------
Net cash (used) by Investing Activities - - (32,966)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - - 79,750
Loans from related parties - - 5,000
--------- --------- ---------
Net Cash provided by Financing Activity - - 84,750
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (683) (845) 4,063
CASH AT BEGINNING OF PERIOD 4,746 1,344 -
--------- --------- ---------
CASH AT END OF PERIOD $ 4,063 $ 499 $ 4,063
========= ========= =========
Page 6
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,
2001 2000 2001
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
Page 7
Apex Minerals Corporation
(a development stage company)
Notes to the Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Costs
Organization costs of the Company were being amortized over
60 months. The organizational costs have been totally
amortized. Total amortization costs for the year ended June
30, 2001 were $48.
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.
Page 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
The Company had no revenues from operations during the
fiscal year ended June 30, 2001, or the first two quarters ended
December 31, 2001, and has had no significant revenues from
operations since its inception in July 1995.
Milagro Holdings, Inc., an entity of which Howard Oveson,
the sole director and an executive officer of the Company, is an
executive officer and director, loaned $5,000 to the Company in
June 2001, for operating expenses.
The Company intends to take advantage of any reasonable
business proposal presented which management believes will
provide the Company and its stockholders with a viable business
opportunity. The investigation of specific business
opportunities and the negotiation, drafting, and execution of
relevant agreements, disclosure documents, and other instruments
will require substantial management time and attention and will
require the Company to incur substantial costs for payment of
accountants, attorneys, and others. If a decision is made not to
participate in or complete the acquisition of a specific business
opportunity, the costs incurred in a related investigation will
not be recoverable. Further, even if an agreement is reached for
the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular
transaction may result in the loss to the Company of all related
costs incurred. The board of directors may authorize the Company
to issue shares of its common stock as consideration for monies
advanced or services rendered on behalf of the Company.
Currently, management is not able to determine the time or
resources that will be necessary to complete the participation in
or acquisition of any future business prospect.
The Company has very limited funds with which to seek a
potential business venture. The funds necessary to locate and
complete an acquisition of a business venture may be advanced by
current management. Management may also negotiate with
attorneys, accountants, and others to defer their fees until
after completion of any acquisition. The Company has no
arrangement or agreement with current management to furnish funds
for the Company, or with others to furnish services.
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: February 12, 2001 By /s/ Howard M. Oveson, President and
Principal Financial and Accounting Officer