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 September 30, 1997
[ ] 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 fling
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 November 17, 1997 there were 5,055,800 shares of
the Registrant's
Common Stock outstanding.
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Balance Sheet
ASSETS
September 30, June 30,
1997
1997
(unaudited)
(audited)
CURRENT ASSETS
Cash $ 17,602 $ 247
Prepaid mining leases (Note 1) 7,443 1,612
Accounts receivable-related party 25,000 -
Total Current Assets 50,045 1,859
OTHER ASSETS
Mining claims (Note 1) 10,569 10,569
Organizational costs (Note 1) 494 534
Prepaid offering costs - 3,947
Total Other Assets 11,063 15,050
TOTAL ASSETS $ 61,108 $ 16,909
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30,
June 30,
1997 1997
(unaudited)
(audited)
CURRENT LIABILITIES
Accounts payable - related party (Note 2) $ 21,144 $ 41,100
Accrued expenses 3,000 2,430
Total Current Liabilities 24,144 43,530
Minority interests 120 338
STOCKHOLDERS' EQUITY
Common stock, authorized 50,000,000 shares
at $.001 par value; 5,055,800 and 4,750,000
shares issued and outstanding 5,056 4,750
Capital in excess of par value 74,060 1,863
Retained deficit (accumulated during
the development stage) (42,272) (33,572)
Total Stockholders' Equity 36,844 (26,959)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,108 $ 16,909
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Unaudited Statements of Operations
For the Period
For the Three Months Ended From
Inception
September 30,
to September 30,
1997 1996 1997
REVENUE
Consulting Revenue $- $ - $ 7,250
Total Revenue - - 7,250
EXPENSES
General and Administrative Expense 8,918 3,594 54,481
Total Expenses 8,918 3,594 54,481
OTHER INCOME (EXPENSES)
Loss attributable to minority interests 218 184 1,13
Gain on sale of stock - - 4,129
- 184 5,259
Net profit (loss) before provision
for taxes (8,700) (3,410 ) (41,972)
Provision for Taxes (Note 1) - - 300
Net income (loss) $ (8,700 ) $(3,410 ) $ (42,272)
Loss Per Share (Note 1) $- $ - $ -
Average shares outstanding 4,953,867 4,750,000 4,231,911
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Cash Flows
For the Three For the Three
For the Period
Months Ended Months Ended
From Inception
September 30, September 30,
to September 30,
1997 1996 1997
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $(8,700) $ (3,410) $(42,272)
Items not requiring cash flow:
Amortization 41 40 313
Mining leases 2,168 1,896 2,168
Increase in accounts payable 570 (95 )
3,000
Issuance of stock for services - - 3,688
Minority share of net loss (218 ) (191 ) (1,130)
Net Cash (Used) by
Operating Activities (6,139 ) (1,760 ) (34,233)
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for:
Mining claims - - (9,944 )
Prepaid mining leases (8.000 ) (7,000 ) (9,612)
Prepaid offering costs - (459 ) (3,947)
Organization costs - - (557)
Net cash (used) by
Investing Activities (8,000 ) (7,459 ) (24,060)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 76,450 - 79,750
Loans to related parties (44,956 ) 5,300 (3,856)
Net Cash provided by
Financing Activities $ 31,494 $ 5,300 $75,894
NET INCREASE (DECREASE) IN CASH $ 17,355 $ (3,919 ) $17,602
CASH AT BEGINNING OF PERIOD 247 3,964 -
CASH AT END OF PERIOD $ 17,602 $ 45 $17,602
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Cash Flows
For the Three For the Three
For the Period
Months Ended Months Ended
From Inception
September 30, September 30,
to September 30,
1997 1996 1997
Supplemental Cash Flow Information
Cash paid for:
Interest $ - $ - $ -
Income taxes - $ - $ 100
Non Cash Flow Information
Stock issued for:
Services $- $ - $ 3,688
Organization Costs - - 250
Mining claims - - 625
APEX MINERALS CORPORATION AND SUBSIDIARY
(a development stage company)
Notes to the Consolidated Financial Statements
NOTE 1- INTERIM FINANCIAL STATEMENTS
The unaudited financial statements for the three months ended September
30, 1997
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 September
30, 1997.
The results of the three months are not indicative of a full year of
operation for the
Company. All of the footnotes for the financial statements have been
deleted. For
further detail information concerning the financial statements at June
30, 1997,
management recommends reviewing the financial report in the June 30,
1997 10-
KSB annual report.
NOTE 2 - COMPLETION OF PUBLIC OFFERING
During the quarter, the Company completed a public offering of 305,800
shares of
stock at $.25 per share for total proceeds of $76,450. $3,947 in
prepaid offering
costs were offset from the proceeds to net the company $72,503.
Apex Minerals Corporation and Subsidiary
September 30, 1997
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 since that time. 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.
In the Spring of 1997, the Company 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. The Company raised a total of $76,450 by selling
305,800 shares of
common stock at $.25 per share. During the quarter, the Company paid back
$19,956 of $26,100
of an accounts payable-related party. The balance was paid shortly after the
end of the quarter. Also
during the quarter, the Company loaned $25,000 to a corporation owned by an
officer of Apex
Minerals. $10,000 was repaid shortly after the end of the quarter.
Management believes that the equity funding received by the Company
through this offering, will
allow the Company to operate through August 1998. 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 $8,500 through August 1998.
The Subsidiary, Apex Minerals of Utah, 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 as funds are available either through additional
equity or loan financing.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
APEX MINERALS CORPORATION
September 30, 1997
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) During the quarter, a Form 8-K was filed during the quarter giving
notice of a change in
accountants.
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: November 21, 1997 By /s/ Howard M. Oveson
Howard M. Oveson
Principal Financial Officer
