<PAGE> 1
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, 1996
[ ] 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
Indicate by 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 filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Indicate the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At February 25, 1997 there were
4,750,000 shares of the Registrant's Common Stock outstanding.
<PAGE> 2
Apex Minerals Corporation and Subsidiary
(a development stage company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
ASSETS
December 31, June 30,
1996 1996
(unaudited) (audited)
CURRENT ASSETS
<C> <S> <S>
Cash $ - $ 3,964
Prepaid mining leases (Note 1) 4,667 1,313
Total Current Assets 4,667 5,277
OTHER ASSETS
Mining claims (Note 1) 11,919 10,569
Organizational costs (Note 1) 615 696
Prepaid offering costs 2,767 -
Total Other Assets 15,301 11,265
TOTAL ASSETS $ 19,968 $ 16,542
</TABLE>
<PAGE> 3
Apex Minerals Corporation and Subsidiary
(a development stage company)
Consolidated Balance Sheet (Continued)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, June 30,
1996 1996
(unaudited) (audited)
CURRENT LIABILITIES
<C> <S> <S>
Bank overdraft $ 1 $ -
Accounts payable -
related party (Note 2) 24,100 15,000
Accrued expenses 100 100
Total Current Liabilities 24,201 15,100
Minority interests 835 1,202
STOCKHOLDERS' EQUITY
Common stock, authorized 50,000,000
sharesat $.001 par value; 4,750,000
shares issued and outstanding 4,750 4,750
Capital in excess of par value 5,992 5,992
Retained deficit (accumulated during
the development stage) (15,810) (10,502)
Total Stockholders' Equity (5,068) 240
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 19,968 $ 16,542
</TABLE>
<PAGE> 4
Apex Minerals Corporation and Subsidiary
(a development stage company)
Consolidated Unaudited Statements of Operations
<TABLE>
<CAPTION>
For the Period
For the Three Months Ended For the Six Months Ended From Inception
December 31, December 31, to December 31
1995 1996 1995 1996 1996
REVENUE
<C> <S> <S> <S> <S> <S>
Consulting
Revenue $ - $ - $ - $ - $ 7,250
Total Revenue - - - - 7,250
EXPENSES
General and
Administrative
Expense 2,713 2,081 10,487 5,675 23,325
Total Expenses 2,713 2,081 10,487 5,675 23,325
OTHER INCOME
(EXPENSES)
Loss
attributable to
minority
interests - 179 - 367 415
- 179 - 367 415
Net (loss)
before
provision
for taxes (2,713) (1,902) (10,487) (5,308) (15,660)
Provision
for Taxes
(Note 1) - - - - 150
Net income
(loss) $ (2,713) $ (1,902) $ (10,487) $ (5,308) $ (15,810)
Loss Per
Share
(Note 1) $ - $ - $ - $ - $ -
Average
shares
outstanding 3,300,000 4,750,000 3,300,000 4,750,000 3,938,888
</TABLE>
<PAGE> 5
Apex Minerals Corporation and Subsidiary
(a development stage company)
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Retained Minority
Shares Amount Par Value (Deficit) Interests
<C> <S> <S> <S> <S> <S>
Balance, July 1,
1995 - $ - $ - $ - $ -
Issuance of shares
for cash at $.001 3,300,000 3,300 - - -
Issuance of shares
for services at
$.001 (Note 2) 1,300,000 1,300 - - -
Issuance of shares
for services at
$.0134 (Note 2) 150,000 150 1,863 - -
Capital contribution
by shareholder/
officer (Note 2) - - 4,129 - -
Issuance of
subsidiary stock
for services &
state mining
claims (Note 2) - - - - 1,250
Net (loss) for
the year - - - (10,502) (48)
Balance, June 30,
1996 4,750,000 $ 4,750 $ 5,992 $ (10,502) $ 1,202
Net (loss) for
the period - - - (5,308) (367)
Balance, December
31, 1996 4,750,000 $ 4,750 $ 5,992 $ (15,810) $ 835
</TABLE>
<PAGE> 6
Apex Minerals Corporation and Subsidiary
(a development stage company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Six For the Six For the Period
Months Ended Months Ended From Inception
December 31, December 31, to December 31,
1995 1996 1996
CASH FLOWS FROM
OPERATING ACTIVITIES
<C> <S> <S> <S>
Net income (loss) $ (10,487) $ (5,308) $ (15,810)
Items not requiring cash flow:
Amortization 48 81 192
Mining leases 8,700 3,646 3,646
Increase in accounts payable - 1 101
Issuance of stock for services - - 3,688
Minority share of net loss - (367) (415)
Net Cash (Used) by
Operating Activities (1,739) (1,947) (8,598)
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for:
Mining claims (2,069) (1,350) (11,294)
Prepaid mining leases (10,575) (7,000) (8,313)
Prepaid offering costs - (2,767) (3,324)
Net cash (used) by
Investing Activities (12,644) (11,117) (22,931)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 3,300 - 3,300
Loans from related parties 6,900 9,100 24,100
Capital contribution by
related parties 4,129 - 4,129
Net Cash provided by
Financing Activities $ 14,329 $ 9,100 $ 31,529
NET INCREASE (DECREASE) IN CASH $ 54 $ (3,964) $ -
CASH AT BEGINNING OF PERIOD - 3,964 -
CASH AT END OF PERIOD $ 54 $ - $ -
Supplemental Cash Flow
Information
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ 50
Non Cash Flow Information
Stock issued for:
Services $ - $ - $ 3,688
Organization Costs - - 250
Mining claims - - 625
$ - $ - $ 4,563
</TABLE>
<PAGE> 7
Apex Minerals Corporation and Subsidiary
(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. In July and August 1995 the
Company located 45 unpatented lode mining claims known as the Dix Apex #1
through #45 inclusive, in the Tutsagubet Mining District in Washington County,
Utah. An additional 25 unpatented lode mining claims known as the Dix Apex #46
through #70 inclusive, were located in the same mining district in December
1995.
The Company's 90% owned subsidiary, Apex Minerals of Utah, Inc. (Apex
Utah) was incorporated in June 1996 for the purpose of holding title to the Utah
mining claims. These claims were transferred in June 1996. In November 1996,
Apex Utah purchased an additional 9 mining claims and part of a 10th mining
claim in the same vicinity as the six Apex claims.
The Company exchanged all of its interest in the mining claims and the
prepaid mining leases for 9,000 shares of the subsidiary. Another 1,000 shares
were issued to other parties for various services rendered and two state mining
leases (See Note 2).
In the future, the Company will recognize it's revenues from the sale of
mineral and mining claims and may conduct studies and perform research and
consultation from time to time.
Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the financial
statements.
Provision for Income Taxes
Minimum state income taxes have been accrued. Due to operating losses,
no federal income tax has been accrued.
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.
Consolidation
The consolidated financial statements as of June 30, 1996 and December
31, 1996 include the accounts of the parent company, Apex Minerals Corporation,
and its majority owned subsidiary Apex Minerals of Utah, Inc. All significant
intercompany transactions and accounts have been eliminated.
<PAGE> 8
Apex Minerals Corporation and Subsidiary
(a development stage company)
Notes to the Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Organization Costs
Organization costs of the Company are being amortized over 60 months.
Total amortization costs for the six months was $81.
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
Mining Claims
The Company has acquired several mining claims in Washington county in the
state of Utah. The Company has expended funds in staking the claims and making
the proper filings with the appropriate county, state and federal agencies.
Prepaid Mining Leases
Each year, the Bureau of Land Management charges $100 per mining claim
which is to be paid in advance for the fiscal year September 1 to August 31.
The Company has prepaid its lease on the mining claims to August 31, 1997.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the period, an officer and shareholder has provided loans for
operating cash for the Company. Total loans made to the Company during the six
month period ending December 31, 1996 was $9,100. Total loans advanced since
inception is $24,100 The loans are non-interest bearing and payable on demand.
NOTE 3 - INTERIM FINANCIAL STATEMENTS
The unaudited financial statements for the three and six months ended
December 31, 1996 were prepared from the books and records of the Company.
Management believes that all adjustments have been made to the financial
statements to make a fair presentation of the financial condition of the Company
as of December 31, 1996. The results of the three and six months are not
indicative of a full year of operation for the Company.
<PAGE> 9
APEX MINERALS CORPORATION
December 31, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has had no material revenues from operations since its
inception in July 1995. During the year ended June 30, 1996, the Company
generated revenue of $7,500 from consulting services performed by one of the
officers of the Subsidiary for a local mining company. The Company has not
generated any revenue during the first six months ended December 31, 1996.
Although the Company may conduct studies or perform research and consulting
services for other mining companies in the future, it is not anticipated
that such revenues will be material to the operations of the Company.
The Company has filed an SB-2 registration with the Securities and Exchange
Commission to sell a minimum of 300,000 ($75,000) shares and a maximum of
800,000 shares ($200,000) to the public. Management believes that the equity
funding received by the Company through this offering, will allow the Company to
operate through August 1998. Except for the previous loans of management in the
amount of $24,000 through December 31, 1996, the sole fixed obligation of the
Company is the payment of the annual maintenance fees to the BLM and the State
of Utah which would equal approximately $15,000 through August 1998. The
Company does not anticipate the need to raise this offering are raised, the
Subsidiary intends to seek additional mining properties and/or conduct limited
geologic evaluation of the current or additional mining properties in the form
of a limited drilling program or otherwise. Other than the purchase of office
equipment and furniture from the funds in excess of the minimum amount raised,
if any, the Company anticipates no additional purchases of equipment.
Management anticipates that the $17,500 allocated from the use of proceeds
from the offering will be adequate to provide the operating capital necessary to
locate a suitable joint venture partner or other party interested in the mining
properties and to pay operating expenses through August 1998.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
<PAGE> 10
APEX MINERALS CORPORATION
December 31, 1996
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter covered by this report.
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 25, 1997 By /s/ Howard M. Oveson
Howard M. Oveson,
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,667
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,968
<CURRENT-LIABILITIES> 24,201
<BONDS> 0
0
0
<COMMON> 4,750
<OTHER-SE> (8,983)
<TOTAL-LIABILITY-AND-EQUITY> 19,968
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,081
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,902)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,902)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,902)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
