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 ACTO OF 1934

     For the fiscal year ended June 30, 1998

     [   ]     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 fling
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 21, 1998, 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) 359-9300.

       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, 
1998.

                               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 20, 1998, 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, 1998, 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. 
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.

        ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE

       Orton & Company, P.C. ("Orton & Company") were previously the
principal accountants for the Company.  On September 23, 1997, the
Board of Directors approved the engagement of the firm of Crouch,
Bierwolf, & Chisholm to replace Orton & Company, which declined to
stand for reelection as the Certifying Accountants for the Company.

       In connection, with the audit of the fiscal year ended June
30, 1996, there were no disagreements with Orton & Company on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make
reference in connection with their opinion to the subject matter of
the disagreement, and said firm has not advised the Company of any
reportable events.

       The accountants' report of Orton & Company on the
consolidated financial statements of the Company and subsidiary as
of and for the year ended June 30, 1996 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified as to
uncertainty, audit scope, or accounting principles. 

                               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.  He is also a director of Yellow Gold of Cripple Creek,
Inc., a Colorado corporation.  Age 65.

       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, 1998, 1997 or 1996,
except that Mr. Gay, Mr. Bernstein, and Mr. Kastelic each received
150,000 shares of common stock of the Company in partial
consideration of accepting appointments as officers and/or directors
of the Company or the Former Subsidiary during the year ended June
30, 1996.  Also, 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 20, 1998, 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:

        Report of Crouch, Bierwolf & Chisholm, Certified Public Accountants
        Balance Sheet at June 30, 1998
        Statements of Operations for the fiscal years ended June 30, 1998 
               and 1997, and for the period from inception (July 10, 1995) 
               through June 30, 1998
        Statements of Stockholders' Equity from July 10, 1995, through June 30,
        1998
        Statement of Cash Flows for the fiscal years ended June 30, 1998 
               and 1997, and for the period from inception (July 10, 1995) 
               through June 30,1998
        Notes to Financial Statements

       (a)(2)  Exhibits.  The following exhibits are included as
                          part of this report:

       Exhibit No.     Description of Exhibit                       

        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   *  

        16.1    Letter on change in certifying accountant               **
                                                                       
        23.1     Consent of Crouch, Bierwolf & Chisholm

        *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.

        **Incorporated by reference from the Company's Current
Report on Form 8-K dated September 23, 1997.

       (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, 1998.

                              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 25, 1998               By: Howard M. Oveson, President,
                                           Chief Executive Officer and
                                           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 25, 1998

<PAGE>
               APEX MINERALS CORPORATION AND SUBSIDIARY
                    (a development stage company)

                  Consolidated Financial Statements

                            June 30, 1998

                           C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .3

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . .4

Consolidated Statement of Operations . . . . . . . . . . . . . . . .6

Consolidated Statement of Stockholders' Equity . . . . . . . . . . .7

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . .8

Notes to the Consolidated Financial Statements . . . . . . . . . . .10

<PAGE>
                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Apex Minerals Corporation

We have audited the accompanying consolidated balance sheet of Apex
Minerals Corporation (a Delaware Corporation) and subsidiary (a
development stage company)  as of June 30, 1998 and the related
consolidated statement of operations, stockholders' equity and cash
flows for the year then ended and for the period from inception
(July 10,1995) to June 30, 1998.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audit.  The financial statements
of Apex Minerals Corporation and subsidiary as of June 30, 1996,
were audited by other auditors whose report dated July 8, 1996,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.
 An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the financial
position of Apex Minerals Corporation and subsidiary as of June 30,
1998 and the results of its operations and its cash flows for the
year then ended and for the period from inception (July 10, 1995) to
June 30, 1998, in conformity with generally accepted accounting 
principles.




Salt Lake City, Utah
September 24, 1998

<PAGE>
               APEX MINERALS CORPORATION AND SUBSIDIARY
                    (a development stage company)
                      Consolidated Balance Sheet
                            June 30, 1998


                                ASSETS
    
                                                                  
    CURRENT ASSETS

       Cash                                $        10,625
    
        Total Current Assets                        10,625
    
    
    OTHER ASSETS
    
       Organizational costs (Note 1)                   372

         Total Other Assets                            372

         TOTAL ASSETS                      $        10,997
    
<PAGE>    
                                 (continued)
                   APEX MINERALS CORPORATION AND SUBSIDIARY
                        (a development stage company)
                    Consolidated Balance Sheet (Continued)
                                June 30, 1998
    
                     LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
    CURRENT LIABILITIES
    

       Accounts payable - related party 
       (Note 2)                            $        15,000
    

       Accrued expenses and accounts
       payable                                       4,400
    
    

         Total Current Liabilities                  19,400
    
    
    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)                      (87,519 )
    
         Total Stockholders' Equity                 (8,403 )
    
         TOTAL LIABILITIES AND STOCKHOLDERS' 
         EQUITY                              $      10,997

<PAGE>    
                   APEX MINERALS CORPORATION AND SUBSIDIARY
                        (a development stage company)
                     Consolidated Statement of Operations

                                                              For the Period
                                                                   from
                                                              July 10, 1995
                                                               (Inception)
                              For the year ended June 30,      to June 30,
    REVENUE                       1998          1997              1998

     Consulting Revenue        $      -       $       -       $         -

         Total Revenue                -               -                 -
    
    
    EXPENSES
    
    General and 
    Administrative Expense       42,063          27,963            87,626
    Loss from Abandonment 
    of Mining Leases             12,122               -            12,122

         Total Expenses          54,185          27,963            99,748
    
    OTHER INCOME (EXPENSES)
    

      Loss attributable to 
      minority interests            338             864             1,250
     Gain on Sale of Stock 
     (Note 2)                         -               -             4,129
                                    338             864             5,379

    Net (loss) before 
     provision for taxes        (53,847)        (27,099)          (87,119) 
    

       Provision for Taxes 
       (Note 1)                     100             100               400
    
    Net income (loss)       $   (53,947)    $   (27,199)    $     (87,519) 
    
    Loss Per Share (Note 1) $      (.01)    $      (.01)    $        (.02) 
                                                 

    Average shares 
    outstanding               5,004,833       4,750,000         4,429,388
                                                 
<PAGE>              
               APEX MINERALS CORPORATION AND SUBSIDIARY
                    (a development stage company)
            Consolidated Statement of Stockholders' Equity



                                                                        
                                         Capital in
                    Common Stock         Excess of      Retained     Minority
                Shares        Amount     Par Value      (Deficit)    Interests  


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             -             -

Issuance of 
subsidiary 
stock for
services & 
state mining 
claims (Note 2)         -          -             -             -         1,250

Net (loss) for 
the year                -          -             -        (6,373)          (48)

Balance, 
June 30, 1996   4,750,000      4,750         1,863        (6,373)        1,202

Net (loss) for 
the year                -          -             -       (27,199)         (864)

Balance, 
June 30, 1997   4,750,000      4,750         1,863       (33,572)          338

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)         (338)
                5,055,800   $  5,056        74,060       (87,519)     $      -

             See Accountants' Report and Notes to Financial Statements


<PAGE>
                   APEX MINERALS CORPORATION AND SUBSIDIARY
                        (a development stage company)
                     Consolidated Statement of Cash Flows
                             For the Period Ended
                                                             
                                                                        
                                                               For the Period
                                                                July 10, 1995
    CASH FLOWS FROM                                                   to
    OPERATING ACTIVITIES        June 30, 1998   June 30, 1997   June 30, 1998
    
     Net income (loss)          $    (53,947)   $    (27,199)       (87,519)
                                                             
     Items not requiring 
      cash flow:
      Amortization                     8,660           8,627         17,400
      Increase in accrued 
      expenses and accounts 
      payable                        (24,130)         17,330        (21,700)
      Issuance of stock for 
      services                            -               -           3,688
      Minority share of 
      net loss                          (338)           (864)        (1,250)
                                                             
      Loss from abandonment 
      of lease                         12,122             -          12,122
                                                             
    
         Net Cash (Used) by
          Operating Activities        (57,633)        (2,106)        (77,259)
                                                          
    CASH FLOWS FROM
     INVESTING ACTIVITIES                                               
                                             
      Cash paid for:
       Mining claims                        -             -           (9,944)
       Prepaid mining leases           (8,440)        (8,765)        (18,518)
       Organization costs                   -             -             (557)
       Prepaid offering costs               -         (3,947)         (3,947)
         Net cash (used) by
         Investing Activities          (8,440)       (12,712)        (32,966)
    
    CASH FLOWS FROM
     FINANCING ACTIVITIES
    
      Issuance of common stock         76,450             -           79,750
                                                             
      Loans from related parties            -         11,100          41,100
                                                             
         Net Cash provided by
          Financing Activities         76,450         11,100         120,850
                                                             
    
    NET INCREASE (DECREASE) IN CASH    10,378         (3,717)         10,625
                                                             
    CASH AT BEGINNING OF PERIOD           247          3,964              -    
    
    CASH AT END OF PERIOD           $  10,625      $     247    $     10,625
                                                             
<PAGE>
                                 (continued)
                 APEX MINERALS CORPORATION AND SUBSIDIARY
                      (a development stage company)
             Consolidated Statement of Cash Flows (continued)
                           For the Period Ended
    
                                                               For the Period
                                                               July 10, 1995
                                        June 30,     June 30,        to
Supplemental Cash Flow Information        1998         1997    June 30, 1998
      Cash paid for:
        Interest                       $     -     $       -      $      - 
        Taxes                              100           100           200
                                                             
Non Cash Flow Information
      Stock issued for:
        Services                       $     -     $       -      $  3,688
        Organization costs                   -             -           250
        Mining claims                        -             -           625

<PAGE>
                 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. 
              Another ten claims (#71 to #80) were added in
              December 1996.
    
              The Company's 90% owned subsidiary, Apex Minerals
              of Utah, Inc. was incorporated in June 1996 for
              the purpose of holding title to the Utah mining
              claims.  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, 1998 and earlier years; accordingly, no
              deferred tax liabilities have been recognized for
              all years.

<PAGE>    
                 APEX MINERALS CORPORATION AND SUBSIDIARY
                      (a development stage company)
              Notes to the Consolidated Financial Statements
    
    
    NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
    
              Provision for Income Taxes
    
              The Company has cumulative net operating loss
              carryforwards of approximately $87,000 at June 30,
              1998.  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 $30,000 at June 30, 1998 have been offset
              by valuation reserves of the same amount.  The net
              change in deferred tax asset and offsetting
              valuation reserve amounted to $18,000 for 1998.
              
              The Company has available $87,000 in net operating
              loss carryforwards that will begin to expire in
              the year 2016.  The Company has accrued minimum
              state income taxes of $100.
    
              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, 1998 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.
    
              Organization Costs
    
              Organization costs of the Company are being
              amortized over 60 months.  Total amortization
              costs for the year 1998 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.

<PAGE>
                 APEX MINERALS CORPORATION AND SUBSIDIARY
                      (a development stage company)
              Notes to the Consolidated Financial Statements
    
    
    NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
    
              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.  The State of
              Utah also charges for leases on mining claims
              within the state.  State leases are 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 have 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.
    
<PAGE>
                 APEX MINERALS CORPORATION AND SUBSIDIARY
                      (a development stage company)
              Notes to the Consolidated Financial Statements
    
    
    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.
    
    NOTE 5 - SUBSEQUENT EVENT
    
              In September 1998, the Company chose to spinoff
              its 90% owned subsidiary, Apex Minerals of Utah.

<PAGE>

We hereby consent to the use of our audit report of Apex Minerals
Corporation dated September 24, 1998 for the year June 30, 1998 in
their Form 10K-SB Annual Report dated September 25, 1998.





/s/ Crouch, Bierwolf, & Chisholm


Salt Lake City, Utah
September 25, 1998