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, 2004

     [ ]  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:  None

Securities registered pursuant to Section 12(g) of the Act:  None

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 [ ]

     *The duty to file reports under subsection 15(d) was automatically
suspended for the fiscal year beginning July 1, 1997, because the common
stock of the registrant was held of record by fewer than 300 persons at and
since such date.  The registrant has continued to voluntarily file reports
under such subsection since such date.

<PAGE>

Page 2

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 July 30, 2004, 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

<PAGE>

Page 3

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.

Employees

     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 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.

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Page 4

      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, 2004.

                                  PART II

      ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

     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 July 30, 2004, the Company had approximately 21 shareholders of
record as reported by our transfer agent.  The transfer agent for our
common shares is American Registrar & Transfer Co., 342 East 900 South,
Salt Lake City, Utah 84111.

     The Company has not adopted any equity compensation plans.

     During the year ended June 30, 2004, no securities were sold by the
Company.

               ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OR PLAN OF OPERATION

     The Company had no revenues from operations during the fiscal year
ended June 30, 2004, 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, a principal shareholder and sole officer and director, 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.

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Page 5

     During the year ended June 30, 2001, the Company borrowed $5,000 from
Mr. Oveson for operating expenses.  Management believes that these funds
will satisfy the Company's cash requirements for the current year.

Off-Balance Sheet Arrangements

     There are currently no off-balance sheet arrangements.  Until the
Company is able to locate a potential business for acquisition or business
prospect to merge with, there will likely not be any arrangements.

                       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

     Chisholm, Bierwolf, & Nilson, formerly Bierwolf, Nilson & Associates,
Certified Public Accountants, 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 have not been completed
since the year ended June 30, 1998.

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Page 6

                     ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

     The President and principal financial officer, Howard Oveson, has
concluded, based on his evaluation, as of the end of the period covered by
this report, that the Company's disclosure controls and procedures (as
defined in Rule 15d-14(a) under the Exchange Act) are (1) effective to
ensure that material information required to be disclosed by the Company in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the  rules
and forms of the Securities and Exchange Commission, and (2) designed to
ensure that material information required to be disclosed by the Company in
such reports is accumulated, organized and communicated to the management,
including the principal executive officer and principal financial officer,
as appropriated, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting.

     There were no changes in the Company's internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the most recent quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

     It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that
the objectives of the system will be met.  In addition, the design of any
control system is based in part upon certain assumptions about the
likelihood of future events.  Because of these and other inherent
limitations of control systems, there is only reasonable assurance that the
Company's controls will succeed in achieving their stated goals under all
potential future conditions.

     The Company has relied upon Rule 3-11 of Regulation S-X, and has had
management prepare all financial statements for the year ended June 30,
2004.

                                 PART III

                 ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

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 70.

<PAGE>

Page 7

     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.  The Company has not held an
annual meeting of its shareholders since its inception and has not
scheduled such a meeting for the current year.

     There are no other employees who are expected to make a significant
contribution to the business and there are no intentions to employ anyone
until business operations change.

     There are no family relationships between any of the officers and the
director or persons nominated to become directors or executive officers.

     The entire board of directors of the Company is currently acting as
the audit committee.  There is no financial expert currently on the audit
committee as there is no current activity in the Company.

     There are no established procedures for security holders to recommend
nominees for the board of directors.

Code of Ethics

     The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, because it has not commenced development of its business.

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 officer of the Company during the years ended June 30,
2004, 2003 or 2002.

     The Company has no written employment contract with Mr. Oveson, the
sole executive officer of the Company.

     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.

<PAGE>

Page 8

         ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information furnished by
current management concerning the ownership of common stock of the Company
as of July 30, 2004, 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

Executive Officers and        3,300,000                65.27%
Directors as a Group
(1 Person)

     (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.

     At June 30, 2004, the Company had no compensation plan under which
equity securities of the Company were authorized for issuance.

         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On June 25, 2001, Howard M. Oveson, a principal shareholder, officer
and director of the Company, loaned $5,000 to the Company.  The promissory
note issued by the Company bears interest at 10% per annum and is due and
payable upon demand.

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Page 9

             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, 2004
          Statements of Operations for the fiscal years ended June 30, 2004
             and 2003, and for the period from inception (July 10, 1995)
             through June 30, 2004
          Statements of Stockholders' Equity from July 10, 1995, through
             June 30, 2004
          Statement of Cash Flows for the fiscal years ended June 30, 2004
             and 2003, and for the period from inception (July 10, 1995)
             through June 30, 2004
          Notes to Financial Statements

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

     Exhibit
     No.      Description of Exhibit                                  Page

     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    *

     31.1     Rule 15d-14(a) Certification by Principal Executive
              Officer                                                Attached

     31.2     Rule 15d-14(a) Certification by Principal Financial
              Officer                                                Attached

     32       Section 1350 Certification of Principal Executive      Attached
              Officer and Principal Financial Officer

          *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, 2004

             ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The Company has not engaged an accountant to prepare, review or audit
financial statements as the Company has relied upon Rule 3-11 of Regulation
S-X for the last six fiscal years.  By meeting all of the requirements of
Rule 3-11 of Regulation S-X, management of the Company has prepared all
financial statements for the last six fiscal years.  The Company has also
not engaged an accountant to prepare tax returns, but has had management
prepare them.

<PAGE>

Page 10
                                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: August 26, 2004              By: /s/ Howard M. Oveson
                                       Howard M. Oveson (President, Chief
                                       Executive Officer, principal financial
                                       officer, and chief accounting 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.


Date: August 26, 2004              By: /s/ Howard M. Oveson
                                       Howard M. Oveson, Director



                         SUPPLEMENTAL INFORMATION

     No annual report has been sent to security holders covering the
registrant's last fiscal year.

<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
                               Balance Sheet
                                (Unaudited)

                                               June 30, 2004
                                               -------------

                                  ASSETS

CURRENT ASSETS

   Cash                                         $    2,541
                                                 ---------
     Total Current Assets                            2,541
                                                 ---------
     TOTAL ASSETS                               $    2,541
                                                 =========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                             $   18,500
   Interest payable                                 25,594
   Note payable - related party                      5,000
   Interest payable - related party                  1,655
                                                 ---------
     Total Current Liabilities                      50,749

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)                (127,324)
                                                 ---------
     Total Stockholders' Equity                    (48,208)
                                                 ---------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                       $    2,541
                                                 =========


                                    F-1
<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
                          Statement of Operations
                                (Unaudited)

                                                                  For the
                                                                Period from
                                                               July 10, 1995
                                         For the Year           (Inception)
                                        ended June 30,          to June 30,
                                     2004           2003           2004
                                  ----------     ----------     ----------
REVENUE

   Consulting Revenue             $     -        $     -        $    7,250
                                   ---------      ---------      ---------
     Total Revenue                      -              -             7,250

EXPENSES

General and Admin. Expense             9,950          6,701        127,431
Loss from Abandonment
  of Mining Leases                      -              -            12,122
                                   ---------      ---------      ---------
     Total Expenses                    9,950          6,701        139,553

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                           (9,950)        (6,701)      (126,924)

   Provision for Taxes                  -              -               400
                                   ---------      ---------      ---------
Net income (loss)                     (9,950)        (6,701)      (127,324)
                                   =========      =========      =========


Loss Per Share                         (.01)          (.01)          (.01)

Average shares outstanding         5,055,800      5,055,800      4,951,212


                                    F-2
<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
                     Statement of Stockholders' Equity
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                        Capital in
                                      Common Stock         Excess of    Retained
                                  Shares        Amount     Par Value    (Deficit)
                                -----------   ----------   ----------   ----------
<S>                             <C>           <C>          <C>          <C>
Balance, July 10, 1995                 -      $     -      $     -      $     -

Issuance of shares for cash
 at $.001                         3,300,000        3,300         -            -

Issuance of shares for services
 at $.001                         1,300,000        1,300         -            -

Issuance of shares for services
 at $.0134                          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                -            -            -          (4,487)
                                 ----------    ---------    ---------    ---------
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   $  (92,724)
</TABLE>

                                    F-3
<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
               Statement of Stockholders' Equity (continued)
<TABLE>
<CAPTION>
                                                                        Capital in
                                      Common Stock         Excess of    Retained
                                  Shares        Amount     Par Value    (Deficit)
                                -----------   ----------   ----------   ----------
<S>                             <C>           <C>          <C>          <C>
Balance, June 30, 2000            5,055,800   $    5,056   $   74,060   $  (92,724)

Net (loss) for the year                -            -            -          (9,753)
                                 ----------    ---------    ---------    ---------
Balance, June 30, 2001            5,055,800   $    5,056   $   74,060   $ (102,477)

Net (loss) for the year                -            -            -          (8,196)
                                 ----------    ---------    ---------    ---------
Balance, June 30, 2002            5,055,800   $    5,056   $   74,060   $ (110,673)

Net (loss) for the year                -            -            -          (6,701)
                                 ----------    ---------    ---------    ---------
Balance, June 30, 2003            5,055,800   $    5,056   $   74,060   $ (117,374)

Net (loss) for the year                -            -            -          (9,950)
                                 ----------    ---------    ---------    ---------
Balance, June 30, 2004            5,055,800   $    5,056   $   74,060   $ (127,324)
                                 ==========    =========    =========    =========
</TABLE>

                                    F-4
<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
                          Statement of Cash Flows
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                 For the Period from
                                                                    July 10, 1995
                                            For the Year Ended       (Inception)
                                          June 30,      June 30,     to June 30,
                                            2004          2003          2004
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES

  Net income (loss)                      $   (9,950)   $   (6,701)   $ (127,324)
  Items not requiring cash flow:
   Amortization                                -             -           17,772
   Increase in accrued expenses and
     accounts payable                         9,165         6,259        45,749
   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        (785)         (442)      (49,243)

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                   -             -            5,000
                                          ---------     ---------     ---------
Net Cash provided by Financing Activities      -             -           84,750
                                          ---------     ---------     ---------
NET INCREASE (DECREASE) IN CASH                (785)         (442)        2,541

CASH AT BEGINNING OF PERIOD                   3,326         3,768          -
                                          ---------     ---------     ---------
CASH AT END OF PERIOD                    $    2,541    $    3,326    $    2,541
                                          =========     =========     =========
</TABLE>

                                    F-5
<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
                    Statement of Cash Flows (continued)
<TABLE>
<CAPTION>
                                                                 For the Period from
                                                                    July 10, 1995
                                            For the Year Ended       (Inception)
                                          June 30,      June 30,     to June 30,
                                            2004          2003          2004
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
Supplemental Cash Flow Information
  Cash paid for:
   Interest                              $     -       $     -       $     -
   Taxes                                       -             -              200

Non Cash Flow Information
  Stock issued for:
   Services                              $     -       $     -       $    3,688
   Organization costs                          -             -              250
   Mining claims                               -             -              625
</TABLE>

                                    F-6
<PAGE>

                         Apex Minerals Corporation
                       (a development stage company)
              Notes to the Consolidated Financial Statements
                                (Unaudited)

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.

     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.

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     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, 2004 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 $127,000 at June 30, 2004.  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 $35,500 at June 30, 2004
     have been offset by valuation reserves of the same amount.

     The Company has available approximately $127,000 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.

     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 acquired several mining claims in Washington county in the
     state of Utah.  The Company 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.

                                    F-8
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     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

     In June 2001, the majority shareholder loaned $5,000 to the Company.
     The loan bears interest at the rate of 10% per annum and is payable
     on demand.

     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.


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