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, 2002
[ ] 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 [ ]
__________
*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 5, 2003,
there were 5,055,800 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed 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
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of December 31, 2002, and the results of its
operations and changes in its financial position from July 10, 1995,
through December 31, 2002, have been made. The results of its operations
for such interim period are not necessarily indicative of the results to be
expected for the entire year. These condensed 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, 2002.
Apex Minerals Corporation
(a development stage company)
Balance Sheet
December 31, 2002
ASSETS
CURRENT ASSETS
Cash $ 3,688
---------
Total Current Assets 3,688
---------
TOTAL ASSETS $ 3,688
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 17,000
Interest payable 15,562
Note payable - related party 5,000
Interest payable - related party 775
---------
Total Current Liabilities 38,337
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) (113,765)
---------
Total Stockholders' Equity (34,649)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,688
=========
Apex Minerals Corporation
(a development stage company)
Statement of Operations
For the
Period from
For the For the July 10, 1995
Three months Six months (Inception)
ended December 31, ended December 31, to Dec. 31,
2002 2001 2002 2001 2002
---------- ---------- ---------- ---------- -----------
REVENUE
Consulting Revenue $ - $ - $ - $ - $ 7,250
--------- --------- --------- --------- ---------
Total Revenue - - - - 7,250
EXPENSES
General and Admin. Expense 1,624 2,337 3,092 4,392 113,872
Loss from Abandonment
of Mining Leases - - - - 12,122
--------- --------- --------- --------- ---------
Total Expenses 1,624 2,337 3,092 4,392 125,994
OTHER INCOME (EXPENSES)
Loss attributable to
minority interests - - - - 1,250
Gain on Sale of Stock - - - - 4,129
--------- --------- --------- --------- ---------
- - - - 5,379
--------- --------- --------- --------- ---------
Net (loss) before provision
for taxes (1,624) (2,337) (3,092) (4,392) (113,365)
Provision for Taxes - - - - 400
--------- --------- --------- --------- ---------
Net income (loss) $ (1,624) $ (2,337) $ (3,092) $ (4,392) $ (113,765)
========= ========= ========= ========= =========
Loss Per Share (.01) (.00) (.01) (.00) (.02)
Average shares outstanding 5,055,800 5,055,800 5,055,800 5,055,800 4,926,470
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows
For the Period Ended
For the Six For the Six For the Period
Months Ended Months Ended From Inception
December 31, December 31, to December 31,
2002 2001 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (3,092) $ (4,392) $ (113,765)
Items not requiring cash flow:
Amortization - - 17,772
Increase in accrued expenses and
accounts payable 3,012 3,709 33,337
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 (80) (683) (48,096)
--------- --------- ---------
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 Activities - - 84,750
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (80) (683) 3,688
CASH AT BEGINNING OF PERIOD 3,768 4,746 -
--------- --------- ---------
CASH AT END OF PERIOD $ 3,688 $ 4,063 $ 3,688
========= ========= =========
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows (continued)
For the Six For the Six For the Period
Months Ended Months Ended From Inception
December 31, December 31, to December 31,
2002 2001 2002
------------ ------------ ------------
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
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.
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, 2002, or the first two quarters ended December 31, 2002, 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.
ITEM 3. CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on this evaluation, the President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of our last evaluation.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits. The following exhibit is attached hereto and included
with this report:
99.1 Written Statement of the Chief Executive Officer and Chief
Financial Officer with respect to compliance with Section 13(a)
of the Securities Exchange Act of 1934.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during
the second quarter of the fiscal year ending June 30, 2003.
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 14, 2003 By /s/ Howard M. Oveson
Howard M. Oveson, President and
Principal Financial and Accounting Officer
CERTIFICATIONS
I, Howard M. Oveson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Apex
Minerals Corporation.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and
15-d-14) for the registrant and I have:
(a) designed such disclosure controls and procedures to ensure
the material information relating to the registrant is made known to
me, particularly during the period in which this quarterly report was
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and to the boards of directors:
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls.
6. I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Pursuant to the requirements 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.
Date: February 14, 2003
/s/ Howard M. Oveson
Howard M. Oveson, Chief Executive
Officer and Chief Financial Officer