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, 2003

     [ ]  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, 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]

<PAGE>

Page 2

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 15, 2003,
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>

Page 3

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.

<PAGE>

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, 2003.

                                  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 15, 2003, 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, 2003, 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.

                     ITEM 8A.  CONTROLS AND PROCEDURES

     As of June 30, 2003, the Company's management conducted an evaluation,
under the supervision and with the participation of the Company's President
and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures.  Based on
this evaluation, the President and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective.  There have
been no significant changes in the Company's internal controls or in other
factors that significantly affect those controls in the last year or
subsequent to the date of our last evaluation.

     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,
2003.

<PAGE>

Page 6

                                 PART III

                ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS;
             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 71.

     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.

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,
2003, 2002 or 2001.

     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.

<PAGE>

Page 7

                  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 15, 2003, 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.

         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.

<PAGE>

Page 8

     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.  The promissory
note issued by the Company bears interest at 10% per annum and is due and
payable upon demand.

             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, 2003
          Statements of Operations for the fiscal years ended June 30, 2003
               and 2002, and for the period from inception (July 10, 1995)
               through June 30, 2003
          Statements of Stockholders' Equity from July 10, 1995, through
               June 30, 2003
          Statement of Cash Flows for the fiscal years ended June 30, 2003
               and 2002, and for the period from inception (July 10, 1995)
               through June 30, 2003
          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        Written Statement of Chief Executive Officer and Chief  Attached
               chief Financial Officer with respect to compliance with
               Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934.

     32        Section 1350 Certification                              Attached

     *  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.

<PAGE>

Page 9

     (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, 2003

             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 two 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 two fiscal years.  The Company has also
not engaged an accountant to prepare tax returns, but has had management
prepare them.


                                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 26, 2003          By: /s/ Howard M.  Oveson
                                   Howard M. Oveson, President, Chief Executive
                                   Officer and Chief Financial Officer

     In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacitates
and on the dates indicated.


Date:  September 26, 2003          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)

                                  ASSETS

                                            June 30, 2003
CURRENT ASSETS

   Cash                                      $     3,326
                                              ----------
     Total Current Assets                          3,326
                                              ----------
     TOTAL ASSETS                            $     3,326
                                              ==========


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                          $    17,000
   Interest payable                               18,534
   Note payable - related party                    5,000
   Interest payable - related party                 1050
                                              ----------
     Total Current Liabilities                    41,584

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)              (117,374)
                                              ----------
     Total Stockholders' Equity                  (38,258)
                                              ----------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                    $     3,326
                                              ==========

                               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,
                                   2003          2002          2003
                                ----------    ----------   ------------
REVENUE

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

EXPENSES

   General and Admin. Expense        6,701         8,196       117,482
   Loss from Abandonment
    of Mining Leases                   -             -          12,122
                                ----------    ----------    ----------
     Total Expenses                  6,701         8,196       129,604

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                       (6,701)       (8,196)     (116,975)

   Provision for Taxes                 -             -             400
                                ----------    ----------    ----------
Net income (loss)                   (6,701)       (8,196)     (117,375)
                                ==========    ==========    ==========


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

Average shares outstanding       5,055,800     5,055,800     4,938,139

                               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>
<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)
                                 ==========   ==========   ==========   ==========
</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,
                                             2003          2002          2003
                                          ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
  Net income (loss)                      $    (6,701)  $    (8,196)  $  (117,374)
  Items not requiring cash flow:
   Amortization                                  -             -          17,772
   Increase in accrued expenses and
    accounts payable                           6,259         7,218        36,584
   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         (442)         (978)      (48,458)

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 Activites         -             -          84,750
                                          ----------    ----------    ----------
NET INCREASE (DECREASE) IN CASH                 (442)         (978)        3,326

CASH AT BEGINNING OF PERIOD                    3,768         4,746           -
                                          ----------    ----------    ----------
CASH AT END OF PERIOD                    $     3,326   $     3,768   $     3,326
                                          ==========    ==========    ==========
</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,
                                             2003          2002          2003
                                          ----------    ----------    ----------
<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.

                               F-7

<PAGE>

     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, 2003 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 $117,000 at June 30, 2003.  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 $33,000 at June 30, 2003 have been
     offset by valuation reserves of the same amount.

     The Company has available approximately $117,000 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

<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.

                               F-9