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, 2002

     [ ]  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 [ ]

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,

<PAGE>
Page 2

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 23, 2002,
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.

<PAGE>
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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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      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, 2002.

                                  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 23, 2002, 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.

    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, 2002, 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.

     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.

<PAGE>
Page 5

                       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, now 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, 1999.

                                 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 69.

     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

<PAGE>
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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.

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,
2002, 2001 or 2000.

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

     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 23, 2002, 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

<PAGE>
Page 7

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, the owner 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.

     On June 25, 2001, Howard M. Oveson, a principal shareholder, officer
and director of the Company, loaned $5,000 to the Company.

             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, 2002
          Statements of Operations for the fiscal years ended June 30, 2002
               and 2001, and for the period from inception (July 10, 1995)
               through June 30, 2002

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Page 8

          Statements of Stockholders' Equity from July 10, 1995, through
               June 30, 2002
          Statement of Cash Flows for the fiscal years ended June 30, 2002
               and 2001, and for the period from inception (July 10, 1995)
               through June 30, 2002
          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                                               *

     99.1         Written Statement of Chief Executive Officer      Attached
                  and Chief Financial Officer with respect to
                  compliance with Section 13(a) or 15(d) of the
                  Securities Exchange Act of 1934.


          *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, 2002

                                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 29, 2002          By: /s/ Howard M. Oveson
                                       Howard M. Oveson, President, Chief
                                       Executive Officer and Chief
                                       Financial Officer

<PAGE>
Page 9

     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.


September 29, 2001                 By: /s/ Howard M. Oveson
                                       Howard M. Oveson, Director

<PAGE>
Page 10

                              CERTIFICATIONS

I, Howard M.  Oveson, certify that:

     1.    I have reviewed this annual report on Form 10-KSB of Apex
Minerals Corporation

     2.   Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report.

     3.   Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report.

                                   /s/ Howard M. Oveson
                                   Howard M. Oveson, President and Chief
                                   Financial Officer


EXPLANATORY NOTE REGARDING CERTIFICATIONS: Representations 4, 5, and 6 of
the Certifications as set forth in Form 10-KSB have been omitted,
consistent with the Transition Provisions of SEC Exchange Act Release No.
34-46427, because the period covered by this annual report ended before the
Effective Date of Rules 13a-14 and 15d-14.

<PAGE>
Page 11

                         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)

                                  ASSETS
                                                 June 30, 2002
                                                 -------------
CURRENT ASSETS

   Cash                                           $     3,768
                                                   ----------
     Total Current Assets                               3,768
                                                   ----------
     TOTAL ASSETS                                 $     3,768
                                                   ==========


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                               $    17,000
   Interest payable                                    12,825
   Note payable - related party                         5,000
   Interest payable - related party                       500
                                                   ----------
     Total Current Liabilities                         35,325
                                                   ----------
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)                   (110,673)
                                                   ----------
     Total Stockholders' Equity                       (31,557)
                                                   ----------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                         $     3,768
                                                   ==========
                                   F-1
<PAGE>



                         Apex Minerals Corporation
                       (a development stage company)
                          Statement of Operations
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                 For the
                                                               Period from
                                                              July 10, 1995
                                        For the Year           (Inception)
                                       ended June 30,          to June 30,
                                    2002           2001           2002
                                ------------   ------------   ------------
<S>                             <C>            <C>            <C>
REVENUE

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

   General and Admin. Expense         8,196          9,753        110,780
   Loss from Abandonment
    of Mining Leases                   -              -            12,122
                                 ----------     ----------     ----------
     Total Expenses                   8,196          9,753        122,902
                                 ----------     ----------     ----------
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                          (8,196)        (9,753)      (110,273)
                                 ----------     ----------     ----------
   Provision for Taxes                 -              -               400
                                 ----------     ----------     ----------
Net income (loss)                    (8,196)        (9,753)      (110,673)
                                 ==========     ==========     ==========

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

Average shares outstanding        5,055,800      5,055,800      4,938,139
                                 ==========     ==========     ==========
</TABLE>
                                   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 (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                 -              -              -            (4,487)
                                  ----------     ----------     ----------     ----------
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>
<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)
                                  ==========     ==========     ==========     ==========
</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,
                                               2002           2001           2002
                                           ------------   ------------   ------------
<S>                                        <C>            <C>            <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
 Net income (loss)                         $    (8,196)   $    (9,753)   $  (110,673)
  Items not requiring cash flow:
   Amortization                                   -                48         17,772
   Increase in accrued expenses and
    accounts payable                             7,218          8,107         30,325
   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           (978)        (1,598)       (48,016)
                                            ----------     ----------     ----------
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          5,000
                                            ----------     ----------     ----------
Net Cash provided by Financing Act.               -             5,000         84,750
                                            ----------     ----------     ----------
NET INCREASE (DECREASE) IN CASH                   (978)         3,402          3,768

CASH AT BEGINNING OF PERIOD                      4,746          1,344           -
                                            ----------     ----------     ----------
CASH AT END OF PERIOD                      $     3,768    $     4,746    $     3,768
                                            ==========     ==========     ==========
</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,
                                               2002           2001           2002
                                           ------------   ------------   ------------
<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 (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

                                   F-7
<PAGE>

     transactions for tax and financial reporting purposes.  There were no
     temporary differences at June 30, 2002 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 $111,000 at June 30, 2002.  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, 2002
     have been offset by valuation reserves of the same amount.

     The Company has available $111,000 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.

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<PAGE>

     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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