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, 2004
[ ] 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 May 11, 2004, 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 March 31, 2004, and the results of its
operations and changes in its financial position from July 10, 1995,
through March 31, 2004, 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, 2003.
2
Apex Minerals Corporation
(a development stage company)
Balance Sheet
March 31, 2004
ASSETS
CURRENT ASSETS
Cash $ 3,156
----------
Total Current Assets 3,156
----------
TOTAL ASSETS $ 3,156
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 18,500
Interest payable 23,700
Note payable - related party 5,000
Interest payable - related party 1,504
----------
Total Current Liabilities 48,704
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) (124,664)
----------
Total Stockholders' Equity (45,548)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,156
==========
3
Apex Minerals Corporation
(a development stage company)
Statement of Operations
For the
Period from
July 10, 1995
For the Three months For the Nine months (Inception)
ended March 31, ended March 31, to March 31,
2004 2003 2004 2003 2004
---------- ---------- ---------- ---------- ----------
REVENUE
Consulting Revenue $ - $ - $ - $ - $ 7,250
--------- --------- --------- --------- ---------
Total Revenue - - - - 7,250
EXPENSES
General and Admin. Expense 2,379 1,590 7,290 4,682 124,771
Loss from Abandonment
of Mining Leases - - - - 12,122
--------- --------- --------- --------- ---------
Total Expenses 2,379 1,590 7,290 4,682 136,893
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 (2,379) (1,590) (7,290) (4,682) (124,264)
Provision for Taxes - - - - 400
--------- --------- --------- --------- ---------
Net income (loss) $ (2,379) $ (1,590) $ (7,290) $ (4,682) $ (124,664)
========= ========= ========= ========= =========
Loss Per Share (.00) (.01) (.00) (.01) (.02)
Average shares outstanding 5,055,800 5,055,800 5,055,800 5,055,800
4
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows
For the Period Ended
For the Period
July 10, 1995
For the Nine Months Ended (Inception)
March 31, to March 31,
2004 2003 2004
----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (7,290) $ (4,682) $ (124,664)
Items not requiring cash flow:
Amortization - - 17,772
Increase in accrued expenses and
accounts payable 7,120 4,596 43,704
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 (170) (86) (48,628)
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 (170) (86) 3,156
CASH AT BEGINNING OF PERIOD 3,326 3,768 -
---------- ---------- -----------
CASH AT END OF PERIOD $ 3,156 $ 3,682 $ 3,156
========== ========== ===========
</TABLE
5
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows (continued)
For the Period
July 10, 1995
For the Nine Months Ended (Inception)
March 31, to March 31,
2004 2003 2004
----------- ----------- ------------
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
6
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.
7
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, 2003, or the first three quarters ending March 31, 2004, 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.
Off-Balance Sheet Arrangements
Management does not believe the company has any off-balance sheet
arrangements that have, or are reasonable likely to have, a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures, or capital resources which would be material to investors.
8
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure and controls and procedure
With the participation of management, the Company's chief executive
officer and principal financial officer have evaluated the effectiveness of
the design and operation of the Company's disclosure controls and
procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act
of 1934, as amended) as of the end of the period covered by this quarterly
report. Based on that evaluation the chief executive officer and principal
financial officer have concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and are operating in an effective
manner.
Changes in internal controls
There were no changes in the Company's internal control over financial
reporting that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that
the objectives of the system will be met. In addition, the design of any
control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent
limitations of control systems, there is only reasonable assurance that our
controls will succeed in achieving their stated goals under all potential
future conditions.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits. The following exhibit is attached hereto and included
with this report:
31.1 Rule 15d-14(a) Certification by Principal Executive Officer
31.2 Rule 15d-14(a) Certification by Principal Financial Officer
32 Section 1350 Certification of Principal Executive Officer
and Principal Financial Officer
(b) Reports on Form 8-K: No reports on Form 8-K were filed during
the third quarter of the fiscal year ending June 30, 2004.
9
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 17, 2004 By /s/ Howard M. Oveson
Howard M. Oveson, President (Principal
Executive Officer and Financial and
Accounting Officer)
10