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, 1999
[ ] 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 [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At May 14, 1999, there were
5,055,800 shares of the Registrant's Common Stock outstanding.
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 nave 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, 1998.
Apex Minerals Corporation
(a development stage company)
Balance Sheet
ASSETS
CURRENT ASSETS March 31, 1998 June 30, 1998
Cash $ 1,916 $ 10,625
Total Current Assets 1,916 10,625
OTHER ASSETS
Organizational costs (Note 1) 250 372
Total Other Assets 250 372
TOTAL ASSETS $ 2,166 $ 10,997
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES March 31, 1998 June 30, 1998
Accounts payable -
related party $ 15,000 $ 15,000
Accrued expenses and
accounts payable - 4,400
Total Current Liabilities 15,000 19,400
STOCKHOLDERS' EQUITY
Common stock, authorized
50,000,000 shares
at $.001 par value
5,055,800 shares issued
and outstanding 5,056 5,056
Capital in excess of par value 74,060 74,060
Retained deficit (accumulated
during the development stage) (91,950) (87,519)
Total Stockholders' Equity (12,834) (8,403)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,166 $ 10,997
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Operations
For the
Period from
For the For the July 10, 1995
Three months Nine months (Inception)
ended March 31, ended March 31, to Dec. 30,
REVENUE 1999 1998 1999 1998 1999
Consulting Revenue $ - $ - $ - $ - $ 7,250
Total Revenue - - - - 7,250
EXPENSES
General and Admin.
Expense 236 610 4,431 12,441 92,057
Loss from Abandonment
of Mining Leases - - - 12,122
Total Expenses 236 610 4,431 12,441 104,179
OTHER INCOME (EXPENSES)
Loss attributable to
minority interests - - - 338 1,250
Gain on Sale of Stock - - - - 4,129
- - - 338 5,379
Net (loss) before
provision for taxes (236) (610) (4,431) (12,103) (102,308)
Provision for Taxes - - - - 400
Net income (loss) (236) (610) (4,431) (12,103) 102,708
Loss Per Share (.01) (.01) (.01) (.01) (.02)
Average shares
outstanding 5,055,800 5,055,800 5,055,800 5,055,800 4,560,866
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows
For the Nine For the Period
Months Ended From Inception
March 31, March 31, to March 31,
1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $ (4,431) $ (12,103) $ (91,950)
Items not requiring
cash flow:
Amortization 122 121 17,522
Increase in accrued expenses
and accounts payable (4,400) 1,070 15,000
Issuance of stock for services - - 3,688
Minority share of net loss - (338) (1,250)
Loss from abandonment of lease - - 12,122
Net Cash (Used) by
Operating Activities (8,709) (6,531) (44,868)
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for:
Mining claims - - (9,944)
Prepaid mining leases - (8,440) (18,518)
Organization costs - - (557)
Prepaid offering costs - - (3,947)
Net cash (used) by
Investing Activities - (8,440) (32,966)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock - 76,450 79,750
Loans from related parties - (41,100) -
Net Cash provided by
Financing Act. - 35,350 79,750
NET INCREASE (DECREASE) IN CASH (8,709) 20,379 1,916
CASH AT BEGINNING OF PERIOD 10,625 247 -
CASH AT END OF PERIOD $ 1,916 $ 20,626 $ 1,916
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows (continued)
For the Period from
For the Nine July 10, 1995
Months Ended (Inception)
March 31, March 31, to March 31,
1999 1998 1999
Supplemental Cash Flow
Information
Cash paid for:
Interest $ - $ - $ -
Taxes - - 300
Non Cash Flow Information
Stock issued for:
Services $ - $ - $ 3,688
Organization costs - - 250
Mining claims - - 625
<PAGE>
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 are being amortized over 60 months. Total
amortization costs for the year 1998 were $162.
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.
Spinoff of Subsidiary
In September 1998, the Company chose to spinoff its 90% owned subsidiary, Apex
Minerals of Utah.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company had no revenues from operations during the fiscal year ended
June 30, 1998, during the third quarter ended March 31, 1999, or during the
nine month period ended March 31, 1999, and has had no significant revenues
from operations since its inception in July 1995.
During the year ended June 30, 1998, the Company held interests in a
number of unpatented mining claims, each of which required payment of annual
maintenance fees principally to the Bureau of Land Management in the aggregate
amount of approximately $15,000, which fees were due on or before August 31,
1998. The Company had attempted without success to locate joint venture
partners to develop the claims or potential purchasers of such claims. The
Company did not have sufficient funds to pay the annual fees and Mr. Oveson,
who had previously loaned money to the Company, determined not to advance
additional funds for this purpose. During the first quarter ended September
30, 1998, management decided to abandon the interest of the Company in such
claims and did not pay the annual fees.
The Company has no plans to raise or seek additional funding, but intends
to seek a new business venture or enterprise for the Company. The Company has
no significant operating costs or capital obligations.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
APEX MINERALS CORPORATION
Date: May 14, 1999 By /s/ Howard M. Oveson, Principal
Financial and Accounting Officer
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,916
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,916
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,166
<CURRENT-LIABILITIES> 15,000
<BONDS> 0
0
0
<COMMON> 19,648
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,166
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 236
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (236)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
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