UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
[ ] 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
None N/A
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days: The aggregate market value of the voting stock held
by non-affiliates of the Registrant computed by using the closing sale price
has been indeterminable within the past 60 days as there has been no market
for the stock.
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At September 25, 2000, there
were 5,055,800 shares of the Registrant's Common Stock outstanding.
Documents Incorporated by Reference: Exhibits from the Registrant's
registration statement on Form SB-2 (file no. 333-5302-D) are incorporated by
reference into Part III hereof.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Apex Minerals Corporation (the "Company") was incorporated in the State
of Delaware on July 10, 1995. The Company presently has no assets and no
business operations. The Company's mailing address is 57 West 200 South,
Suite 310, Salt Lake City, Utah 84101. Its telephone number is (801)
359-9309.
During the year ended June 30, 1997, the Company filed a registration
statement on Form SB-2 with the U.S. Securities and Exchange Commission to
raise up to $200,000 through the sale of up to 800,000 shares at $0.25 per
share. During the year ended June 30, 1998, the Company raised $76,450
through the sale of 305,800 shares.
The Company, through its former majority owned subsidiary, Apex Minerals
of Utah, Inc., a Utah corporation incorporated on June 7, 1996, (hereinafter
the " Former Subsidiary"), had previously located certain unpatented lode
mining claims in the Tutsagubet Mining District in Washington County, Utah.
In August 1998 the Company did not have sufficient funds to pay the annual
assessments on the claims and management decided to abandon them. In
addition, the Company's interest in the Former Subsidiary was transferred to
Gaylon W. Hansen, a former shareholder of the Company, for services rendered
to the Company. At the time of transfer, the Former Subsidiary had no
interest in any mining claims or any other assets.
Proposed Activities
The Company is currently seeking potential business acquisitions or
opportunities to enter into in an effort to commence new business operations.
The Company does not propose to restrict its search for a business opportunity
to any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and other
factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Company will be able to identify and acquire any business opportunity
based on management's business judgement.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
The Company has no employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's offices are furnished at no cost by the president of the
Company and are shared with other unrelated companies.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings or
government actions, including any material bankruptcy, receivership, or
similar proceedings. Management of the Company does not believe that there
are any material proceedings to which any director, officer or affiliate of
the Company, any owner of record of beneficially of more than five percent of
the common stock of the Company, or any associate of any such director,
officer, affiliate of the Company, or security holder is a party adverse to
the Company or has a material interest adverse to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended June 30, 2000.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is presently no public trading market for the common stock of the
Company, and there has been no reported bid price of the Company's common
stock.
Since its inception the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
At September 25, 2000, the Company had approximately 18 shareholders of
record. The Company acts as its own transfer agent.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has had no revenues from operations during the fiscal year
ended June 30, 2000, and has had no significant revenues from operations since
its inception in July 1995.
During the year ended June 30, 1999, 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. 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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately
following the signature page of this annual report. The financial statements
of the company have not been audited in reliance upon Rule 3-11 of Regulation
S-X, but have been completed my management. The company maintains that it
meets the requirements of this rule and provides the following specific
information:
(a) Its gross receipts from all sources for the fiscal year covered in the
financial statements were not in excess of $100,000;
(b) the company had not purchased or sold any of its stock, granted any options
therefor, or levied assessments upon any outstanding stock;
(c) expenditures for all purposes for the fiscal year were not in excess of
$100,000;
(d) there was no material change in the business of the company occurring
during the fiscal year, including any bankruptcy, reorganization, readjustment
or succession or any material acquisition or disposition of plants, mines,
mining equipment, mine rights, or leases; and
(e) the shares of the company are not listed upon any exchange and it is not
subject to any government authority which requires the furnishing to it or
publication of audited financial statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Crouch, Bierwolf, & Chisholm were previously the principal accountants
for the Company. The Board of Directors decided to rely upon Rule 3-11 of
Regulation S-X and audited financial statements were not completed for the
year ended June 30, 2000.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
General
The sole officer and director of the Company is Howard M. Oveson. Mr.
Oveson has been a director and the secretary/treasurer of Apex Minerals
Corporation since July 1995. He has been the President of the Company since
June 1998. Since 1980 Mr. Oveson has been self-employed as a business
consultant to private and public companies. Age 67.
Each director of the Company is elected to hold office until the next
annual meeting of the shareholders and until his or her successor is elected
and duly qualified. Each officer of the Company is appointed to hold office
until the first meeting of the Board of Directors immediately following the
annual meeting of shareholders.
Compliance with Section 16(a) of the Exchange Act
The Company's common stock is not registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, and therefore no disclosure
is required pursuant to this item.
ITEM 10. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company or its Former Subsidiary during the
years ended June 30, 2000, 1999 or 1998, except during the year ended June 30,
1998, the Company paid $10,000 to Gaylon W. Hansen, an officer and director of
the Former Subsidiary, for services rendered to the Company.
The Company has no written employment contract with Mr. Oveson.
Under Utah law the Company is entitled to pay compensation to its
directors, unless the articles or bylaws provide otherwise. The Company has
not adopted a policy of compensating its directors, and neither the Company's
Articles of Incorporation, nor the current Bylaws prohibit such payments. The
Company has agreed to reimburse its officers and directors for out-of-pocket
expenses relating to their activities as officers or directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of
September 25, 2000, of (i) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock; (ii) all
directors and executive officers; and (iii) directors and executive officers
of the Company as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership(1) Percent of
Class
Howard M. Oveson 3,300,000(2) 65.27%
57 West 200 South
Suite 310
Salt Lake City, Utah 84101
Ronald N. Vance 1,000,000 19.78%
57 West 200 South
Suite 310
Salt Lake City, UT 84101
Executive Officers and
Directors as a Group
(1 Person) 3,300,000 65.27%
(1)Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
(2)Of the shares listed, 1,650,000 are held of record by Gaylon W.
Hansen. Mr. Oveson acquired the shares from Mr. Hansen but has not
transferred them to his own name.
There are no arrangements, known to the Company, the operation of which
may at a subsequent date result in a change of control of the Company. However,
the Company is currently seeking a new business venture and the acquisition
of such new venture will likely result in a change of control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The founders of the Company were Gaylon W. Hansen, an officer and
director of the Former Subsidiary, and Howard M. Oveson, an officer, a
director, and the principal shareholder of the Company. On or about July 11,
1995, each of the organizers of the Company paid $1,650 cash consideration for
1,650,000 shares each of the Common Stock of the Company.
Subsequent to the year ended June 30, 1998, the Company transferred all
of its interest in the Former Subsidiary to Gaylon W. Hansen, an officer and
director of the Former Subsidiary, a founder of the Company, and a former
principal shareholder of the Company. The transfer of interest was
accomplished by transferring all of the shares of the Former Subsidiary owned
by the Company to Mr. Hansen. At the time of transfer the Former Subsidiary
had no assets. The only assets previously owned by the Former Subsidiary were
the mining claims located in Tutsagubet Mining District in Washington County,
Utah, for which the Company failed to pay the maintenance fees and were thus
abandoned as of August 31, 1998.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following financial statements are
included in this report:
Balance Sheet at June 30, 2000
Statements of Operations for the fiscal years ended June 30, 2000
and 1999, and for the period from inception (July 10, 1995)
through June 30, 2000
Statements of Stockholders' Equity from July 10, 1995, through June
30, 2000
Statement of Cash Flows for the fiscal years ended June 30, 2000
and 1999, and for the period from inception (July 10, 1995)
through June 30, 2000
Notes to Financial Statements
(a)(2) Exhibits. The following exhibits are included as part of this
report:
Exhibit No. Description of ExhibitPage
3.1 Certificate of Incorporation *
3.2 By-Laws of the Company currently in
effect *
4.1 Form of certificate evidencing shares of Common
Stock *
*Incorporated by reference from the Company's registration statement
on Form SB-2 filed with the Securities and Exchange Commission, file
no.333-5302-D.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
fourth quarter of the fiscal year ended June 30, 2000.
SIGNATURES
In accordance with Section 13 or 15(d) 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: September 27, 2000 By: /s/ Howard M. Oveson, President,
Chief Executive Officer and Chief Financial
Officer
In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacitates and on
the dates indicated.
By: /s/ Howard M. Oveson, Director September 27, 2000
<PAGE>
Apex Minerals Corporation
(a development stage company)
Balance Sheet
ASSETS
CURRENT ASSETS June 30, 2000
Cash $ 1,344
Total Current Assets 1,344
OTHER ASSETS
Organizational costs (Note 1) 48
Total Other Assets 48
TOTAL ASSETS $ 1,392
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 15,000
Accrued expenses and accounts payable -
Total Current Liabilities 15,000
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) (92,724)
Total Stockholders' Equity (13,608)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,392
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Operations
For the
Period from
July 10, 1995
For the Year (Inception)
ended June 30, to June 30,
REVENUE 2000 1999 2000
Consulting Revenue $ - $ - $ 7,250
Total Revenue - - 7,250
EXPENSES
General and Admin. Expense 718 4,587 92,931
Loss from Abandonment
of Mining Leases - - 12,122
Total Expenses 718 4,587 105,053
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 (718) (4,587) (92,424)
Provision for Taxes - - 300
Net income (loss) (718) (4,587) (92,724)
Loss Per Share (.01) (.01) (.01)
Average shares outstanding 5,055,800 5,055,800 4,903,375
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Stockholders' Equity
Capital in
Common Stock Excess of Retained
Shares Amount Par Value (Deficit)
Balance, July 10, 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 -
Net (loss) for the year - - - (6,373)
Balance, June 30, 1996 4,750,000 4,750 1,863 (6,373)
Net (loss) for the year - - - (27,199)
Balance, June 30, 1997 4,750,000 4,750 1,863 (33,572)
Issuance of shares for
cash at $.25 per share,
net of $3,947 offering
costs (Note 4) 305,800 306 72,197 -
Net (loss) for the year - - - (53,947)
Balance, June 30, 1998 5,055,800 5,056 74,060 (87,519)
Net (loss) for the year - - - (4,587)
Balance, June 30, 1999 5,055,800 5,056 74,060 (92,006)
Net (loss) for the year - - - (718)
Balance, June 30, 2000 5,055,800 $ 5,056 $ 74,060 $ (92,824)
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows
For the Period from
July 10, 1995
For the Year Ended (Inception)
June 30, June 30, to June 30,
2000 1999 2000
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $ (718) $ (4,487) $ (92,724)
Items not requiring cash flow:
Amortization 162 162 17,724
Increase in accrued expenses
and accounts payable - (4,300) 15,000
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 (556) (8,625) (45,440)
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 - - -
Net Cash provided by Financing Act. - - 79,750
NET INCREASE (DECREASE) IN CASH (556) (8,725) 1,344
CASH AT BEGINNING OF PERIOD 1,900 10,625 -
CASH AT END OF PERIOD $ 1,344 $ 1,900 $ 1,344
<PAGE>
Apex Minerals Corporation
(a development stage company)
Statement of Cash Flows (continued)
For the Period from
July 10, 1995
For the Year Ended (Inception)
June 30, June 30, to June 30,
2000 1999 2000
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
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. Another ten claims (#71 to #80) were added in December 1996.
Apex Minerals of Utah, Inc. was incorporated in June 1996 for the purpose of
holding title to the Utah mining claims and was a 90% owned subsidiary of the
Company. These claims were transferred in June 1996.
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 1998, The Company chose to abandon its leasehold properties and wrote off
all of its investment made into the project.
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
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended June 30, 1996.
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences at June 30, 2000 and earlier years; accordingly, no
deferred tax liabilities have been recognized for all years.
Provision for Income Taxes
The Company has cumulative net operating loss carryforwards of approximately
$92,000 at June 30, 2000. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates of $31,000 at June
30, 2000 have been offset by valuation reserves of the same amount.
The Company has available $92,000 in net operating loss carryforwards that
will begin to expire in the year 2016.
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.
Organization Costs
Organization costs of the Company are being amortized over 60 months. Total
amortization costs for the year 2000 was $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.
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.
In 1998, The Company chose to abandon its leasehold properties and wrote off
all of its investment made into the project.
Spinoff of Subsidiary
In September 1998, the Company chose to spinoff its 90% owned subsidiary, Apex
Minerals of Utah.
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 had prepaid its lease on the mining claims to August 31, 1997. The
State of Utah also charges for leases on mining claims within the state.
State leases were prepaid through December 31, 1997. In 1998, The Company
chose not to renew the leases for the fiscal year ended August 31, 1999, and,
subsequently, the Company took a loss of its entire investment in the mining
properties as of June 30, 1998.
NOTE 2 - RELATED PARTY TRANSACTIONS
During 1998, a shareholder provided legal services of $15,000 to the Company.
During 1997, two shareholders provided loans and legal services for the
Company. Total contributions made to the Company during 1997 was $26,100
($15,000 in services and $11,100 in cash). The loan is non-interest bearing
and payable on demand.
During 1996, 450,000 shares of the parent corporation (Apex) and 800 shares of
the subsidiary corporation (Apex-Utah) were issued to various officers and
directors for services rendered including the staking of two state mining
leases in the same district as the BLM mining claims. 300,000 shares of Apex
were issued at a stated value of $.001 for total consideration of $300 for
services rendered and 150,000 shares were issued at a stated value of $.0134
for total consideration of $2,013 for services rendered. The fair value of
the services rendered was the estimated value of the stock issued. The 800
shares of Apex-Utah were issued at a value of $1.25 per share, the same value
placed on the 9,000 shares issued for the mining claims and prepaid leases
(book value).
During the year ended June 30, 1996, a shareholder/officer/director sold stock
to the Company for total consideration of $100. The Company sold the stock
for $4,229.
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 4 - PUBLIC STOCK OFFERING
In August 1997, the Company completed a public offering of 305,800 shares at
$0.25 per share for total consideration of $76,450. The Company expended
$3,947 in accounting, legal, registration and other miscellaneous costs in
preparation of the registration.
