UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 

☒    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JUNESeptember 30, 20152023

 

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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:000-54966number 000-54964

 

APEX 11 Inc.INC.

(Exact name of registrant as specified in its charter)

 

Delaware

46-2845657

(State or Other Jurisdictionother jurisdiction of

incorporation or organization)

46-2823100

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

2251 North Rampart Blvd, #182
Las Vegas, NV89128
(Address of Principal Executive Offices)(Zip Code)Number)

 

Registrant’s8217 East Spanish Boot Road

Carefree, Arizona 85377

(Address of principal executive offices)

(480) 619-1575

(Issuer’s telephone number, including area code: (702) 334-4424code)

 

16192 Coastal Highway

Lewes, DE

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check markSecurities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

Check whether the registrantissuer (1) 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. Yes ☐ No    No   ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

 

Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedaccelerate filer, a non-accelerated filer, or a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 Non-accelerated filerSmaller reporting company

Non-accelerated filer ☐ (Do not check if smaller reporting company)

 

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of June 30, 2015, the issuer had 10,000,000 shares of its common stock issued and outstanding.date.

 

Class

Outstanding at November 6, 2023

Common Stock, par value $.001 per share

49,882,268 shares


 

 

APEX 11 INC.

TABLE OF CONTENTS

 

PART I

PAGE

Item 1.

Part I Financial Information

Financial Statements

3

Item 1. Financial Statements (unaudited)

3

Condensed Balance Sheets

3

Condensed Statements of Operations

4

Condensed Statements of Stockholder’s Deficiency

5

Condensed Statements of Cash Flows

6

Notes to the Unaudited Condensed Interim Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

8

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

Item 4.

Controls and Procedures

12

11

PART

Part II Other Information

12

Item 1.

Legal Proceedings

12

Item 1A.

Risk Factors12

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3.

Defaults Upon Senior Securities

12

Item 4.

Mine Safety Disclosures

13

12

Item 5.

Other Information13

Item 6.5. Other Information

Exhibits13

12

Signatures

Item 6. Exhibits

14

12

Signatures

13


2

 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Statements

3

 

APEX 11, INC.

Financial Statements

Contents

Financial StatementsPAGE
Balance Sheets as of  June 30, 2015 and December 31, 2014 (Unaudited)5
Statements of Operations for the Three & Six Months Ended June 30, 2015 and 2014 (Unaudited)6
Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (Unaudited)7
Notes to Financial Statements (Unaudited)8

4

CONDENSED BALANCE SHEETS

(UNAUDITED)


 

APEX 11 INC.

  

September 30,

  

December 31,

 
  

2023

  

2022

 
      

(Unaudited)

 
         

ASSETS

 $  $ 
         

LIABILITIES AND STOCKHOLDERS DEFICIENCY

        
         

LIABILITIES

        

Accrued expenses

 $113  $433 

Controlling stockholder payable

  24,492    
   24,605   433 

Stockholders’ DEFICIENCY

        

Preferred stock; $.0001 par value; 5,000,000 shares authorized; none issued and outstanding

        

Common stock; $.0001 par value; 100,000,000 shares authorized; 49,882,268 issued and outstanding, respectively

  4,988   4,988 

Additional paid-in capital

  195,086   195,086 

Accumulated deficit

  (224,679)  (200,507)

Total stockholders’ deficiency

  (24,605)  (433)

Total liabilities and stockholders’ deficiency

 $  $ 

 

Balance Sheets

  June 30,  December 31, 
  2015  2014 
       
ASSETS      
       
Current assets:      
Cash $-  $- 
         
Total assets $-  $- 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current liabilities        
Accounts payable and accrued liabilities $2,067  $800 
Due to related party  6,846   2,550 
Total current liabilities  8,913   3,350 
         
Stockholders' deficit:        
Preferred stock, ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding.)  -   - 
Common stock ($.0001 par value, 100,000,000 shares authorized; 10,000,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014)  1,000   1,000 
Additional paid-in capital  7,028   7,028 
Accumulated deficit  (16,941)  (11,378)
Total stockholders' deficit  (8,913)  (3,350)
         
Total liabilities and stockholders' deficit $-  $- 

The accompanying notes are an integral part of these unaudited financial statements.

5

 

APEX 11, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


 

Statements of Operations

(Unaudited)

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

  

September 30,

  

September 30,

 
  

2023

  

2022

  

2023

  

2022

 
                 

OPERATING EXPENSES

                

General and administrative

 $13,955  $5,476  $24,172  $28,869 
                 

NET LOSS

 $(13,955) $(5,476) $(24,172) $(28,869)
                 
Basic and diluted loss per common share $(.00) $(.00) $(.00) $(.00)

 

                
Basic and diluted weighted-average common shares outstanding  49,882,268   39,491,009   49,882,268   39,491,009 

 

 Three months ended
June 30,
2015
  Three months ended
June 30,
2014
  Six months ended
June 30,
2015
  Six months ended
June 30,
2014
 
             
Revenue $-  $-  $-  $- 
                 
Operating expenses:                
General and administrative  1,996   1,167   5,563   2,834 
Total operating expenses  1,996   1,167   5,563   2,834 
                 
Net loss $(1,996) $(1,167) $(5,563) $(2,834)
                 
Basic and diluted loss per common share $(0.00) $(0.00) $(0.00) $(0.00)
                 
Basic and diluted weighted average common shares outstanding  10,000,000   10,000,000   10,000,000   10,000,000

 

The accompanying notes are an integral part of these unaudited financial statements.

 

6

 

APEX 11, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS DEFICIENCY

(UNAUDITED)


 

Statement of Cash Flows

(Unaudited)

          

Additional

         
  

Common Stock

  

Paid-in

  

Accumulated

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Total

 

Balances, JANUARY 1, 2023

  49,882,268  $4,988  $195,086  $(200,507) $(433)

Net loss

           (1,355)  (1,355)
                     

Balances, MARCH 31, 2023

  49,882,268   4,988   195,086   (201,862)  (1,788)

Net loss

           (8,862)  (8,862)
                     

Balances, June 30, 2023

  49,882,268   4,988   195,086   (210,724)  (10,650)

Net loss

           (13,955)  (13,955)
                     

Balances, September 30, 2023

  49,882,268  $4,988  $195,086  $(224,679) $(24,605)
                     

Balances, JANUARY 1, 2022

  39,491,009  $3,949  $148,410  $(163,269) $(10,910)

Net loss

           (6,924)  (6,924)
                     

Balances, MARCH 31, 2022

  39,491,009   3,949   148,410   (170,193)  (17,834)

Net loss

           (16,469)  (16,469)
                     

Balances, June 30, 2022

  39,491,009   3,949   148,410   (186,662)  (34,303)

Net loss

           (5,476)  (5,476)
                     

Balances, September 30, 2022

  39,491,009  $3,949  $148,410  $(192,138) $(39,779)

 

  Six months ended June 30, 2015  Six months ended June 2014 
       
Cash flows from operating activities:      
Net loss $(5,563) $(1,167)
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities  1,267     
Due to related party  4,296     
Net cash used in operating activities  -   (1,167)
         
Cash flows from financing activities:        

Proceeds from contributed capital

  -   - 
Net cash provided by financing activities  -   - 
         
Net change in cash  -   (1,167)
         
Cash, beginning of period  -   - 
         
Cash, end of period $-  $(1,167)
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 

The accompanying notes are an integral part of these unaudited financial statements.

 

7

 

APEX 11, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


 

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
   2023   2022 
         

OPERATING ACTIVITIES

        

Net loss

 $(24,172) $(28,869)
         

Adjustments to reconcile net loss to net cash

provided by operating activities:

        

Changes in operating assets and liabilities:

        

Accrued liabilities

  (320)  (10,910)

Controlling stockholder payable

  24,492   39,779 
         

Cash flows from operating activities

      
         

Cash flows from investing activities

      
         

Cash flows from financing activities

      
         

NET CHANGE IN CASH AND CASH EQUIVALENTS

      
         

CASH AND CASH EQUIVALENTS, Beginning of period

      
         

CASH AND CASH EQUIVALENTS, End of period

 $  $ 

The accompanying notes are an integral part of these unaudited financial statements.

APEX 11,Inc. INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2015

(UNAUDITED)


 

1.

1.DESCRIPTION

ORGANIZATION AND SUMMARY OF BUSINESS AND HISTORY AND BASIS OF PRESENTATIONSIGNIFICANT ACCOUNTING POLICIES

 

DescriptionBasis of business - APEXPresentation — The accompanying financial information of Apex 11, Inc. (the “Company”)Company) as of and for the three and nine months ended September 30, 2023, has been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC) applicable to interim financial information and is unaudited. Accordingly, certain information normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) has been condensed and/or omitted. The results for the interim period are not necessarily indicative of the results to be expected for the full year. In the opinion of management, the accompanying unaudited interim financial statements contain all necessary adjustments, consisting only of those of a recurring nature, and disclosures to present fairly our financial position and the results of our operations and cash flows for the periods presented. These unaudited interim financial statements should be read in conjunction with the financial statements and the related notes thereto included in our Form 10-12G/A for the year ended December 31, 2022, filed with the SEC on April 17, 2023.

Organization — The Company was incorporated under the laws of the State of Delaware on May 20, 2013 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

BasisUse of presentation -Estimates The accompanying unaudited interimpreparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of Apex 11 have been prepared in accordance with accounting principles generally accepted inassets and liabilities and disclosure of contingent assets and liabilities at the United States of America and the rulesdate of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed withreported amounts of revenues and expenses during the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and thereporting period. Actual results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.could differ from those estimates.

 

2.GOING CONCERN

Going ConcernThe accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of the liabilities in the normal course of business. The Company has accumulated deficit of $16,941 as of June 30, 2015. The Company requires capital forincurred losses since inception and is currently dependent on the stockholders to fund its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuancesissuance of common stock is unknown. The obtainment ofObtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations areis necessary for the Company to continue operations. TheManagement believes the stockholders will continue to fund operations as long as necessary to keep the Company available for its intended purpose which is described above. However, the uncertainty regarding management’s ability to successfully resolve these factors raiseraises substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

In orderRecent Accounting Pronouncements — New pronouncements issued are not expected to mitigate the risk related with this uncertainty, the Company plans to issue additional shareshave a material impact on our consolidated results of common stock foroperations, financial position or cash and services during the next 12 months.flows.

 

Subsequent Events — The Company has evaluated subsequent events and has identified none requiring recognition or disclosure.

2.

3.DUE TO RELATED PARTY

CONTROLLING STOCKHOLDER PAYABLE

 

OurAs of September 30, 2023, the Company has a payable of $24,492 to its controlling stockholder related party (Ferris Holding, Inc.) balance as of June 30, 2015 was $6,846. Due to related partyadvances to fund operations. The amount is unsecured and non-interest bearing and have no set terms of repayment.

4.STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of June 30, 2015 and December 31, 2014, no shares of preferred stock had been issued.

Common Stock - The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock. As of June 30, 2015 and December 31, 2014, 10,000,000 shares were issued and outstanding.

payable on demand.

8

 

Special Note Regarding Forward-Looking Statements

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements, whichincluding the notes thereto, appearing in this report and are includedhereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Form 10-Q (the “Report”). This Report containsreport. You should not place undue certainty on these forward-looking statements, which relateapply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future financial performance. In some cases,events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statementsstatement by terminologythe use of the forward-terminology, including words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or “continue”words of similar import, or the negative of these termswords and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements are only predictionsrelate to, among other things: our sales, results of operations and involve knownanticipated cash flows; capital expenditures; depreciation and unknown risks, uncertainties,amortization expenses; sales, general and otheradministrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors that maycould cause our or our industry’s actual results levels of activity, performance or achievements to bediffer materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Whilethose projected in these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the directionincluding, but not limited to: variability of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptionsrevenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other future performance suggested herein. Except as required by applicable law, includingcatastrophic events; general economic conditions, government mandates; and, the securities lawscontinued employment of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.our key personnel and other risks associated with competition.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

Change in Control of Registrant.

On June 5, 2015, the sole officer and director of APEXApex 11 Inc. (the “Company”), Richard Chiang, entered intowas incorporated on May 20, 2013 under the laws of the State of Delaware, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company was formed for the purpose of creating a Stock Purchase Agreement (the “SPA”) pursuantcorporation which could be used to which he sold an aggregateconsummate a merger or acquisition.

Plan of 10,000,000Operation

Apex 11 Inc. intends to seek to acquire assets or shares of his sharesan entity actively engaged in business which generates revenues, in exchange for its securities. Apex 11 Inc. plans to enter into negotiations regarding such an acquisition. The Company will obtain audited financial statements of the Company’s common stock to Ferris Holding Inc. (“FHI”) at an aggregate purchase price of $40,000. These shares represent 100% of the Company’s issued and outstanding common stock. Effective upon the closing of the Stock Purchase Agreement, June 5, 2015, Richard Chiang owned no shares of the Company’s stock and FHI was the sole majority stockholder of the Company. A copy of the SPA is attached to this Current Report as Exhibit 10.1.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

On June 5, 2015, following the execution of the SPA, FHI elected Barry Epling as a Director of the Company and as Chairman of the Company’s Board of Directors. Immediately following the election of Mr. Epling to the Company’starget entity. The Board of Directors Mr. Epling, acting as the sole Directordoes intend to obtain certain assurances of value of the Company, accepted the resignationtarget entity's assets prior to consummating such a transaction. These assurances consist mainly of Richard Chiang as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Mr. Chiang’s resignation was in connection with the consummation of the SPA between Mr. Chiang and FHI and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Following Mr. Chiang’s resignation, and effective as of the same date, to fill the vacancies created by Richard Chiang’s resignations, the Board of Directors appointed Mr. Epling as President, Chief Executive Officer, Secretary, and Chief Financial Officer. A copy of the resignation letter submitted by Mr. Chiang is attached to this Current Report as Exhibit 17.1.

9

financial statements. The Company will participate in aalso examine business, combination only afteroccupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the negotiation and execution of appropriate agreements. Negotiationsevent that no such assurances are provided the Company will not move forward with a target companycombination with this target. Closing documents relative thereto will likely focus oninclude representations that the percentagevalue of the Company whichassets conveyed to or otherwise so transferred will not materially differ from the target company shareholders would acquirerepresentations included in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.documents.

 

Results of Operations

for the Three Months and SixNine Months Ended JuneSeptember 30, 20152023 as Compared to the Three and JuneNine Months Ended September 30, 20142022.

 

Revenues. The Company’s revenues were $0 for the three-month and nine-month periods ended September 30, 2023, and September 30, 2022.

 

For the three months ended June 30, 2015Selling, General and 2014, we had no revenues. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer, shareholders and others.

For the six months ended June 30, 2015 and 2014, we had no revenues. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer, shareholders and others.

OperatingAdministrative Expenses

General. Selling, general and administrative expenses were $1,996 for the three months ended JuneSeptember 30, 2015,2023, were $13,995 as compared to $1,167$5,476 for the three months ended JuneSeptember 30, 2014. The increase in operating is due an increase in professional fees related2022 and $24,127 for the nine months ended September 30, 2023 as compared to filing Exchange Act reports.

$28,869 for the nine months ended September 30, 2022. General and administrative expenses were $5,563 for the six months ended June 30, 2015, compareddecreased due to $2,834 for the six months ended June 30, 2014. The increase in operating is due an increase in professional feesless expenses related to filing Exchange Act reports.

Net Loss

Our net losses for the three months June 30, 2015 and 2014 were $1,996 and $1,167, respectively. Our losses increased in the current period because of an increase in professional fees related to filing Exchange Act reports.

Net Losses were $5,563 for the six months ended June 30, 2015, compared to $2,834 for the six months ended June 30, 2014. The increase in operating is due an increase in professional fees related to filing Exchange Act reports.

Liquidity

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company asfilings.

Liquidity and Capital Resources

We measure our liquidity in a going concern. Asnumber of June 30, 2015, we had cash of $0 and total liabilities of $8,913. Our cash flows from operating activities forways, including the six months ended June 30, 2015 resulted in cash used of $0. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. Our cash flow provided by financing activities for the six months ended June 30, 2015 was $0. following:

  

As of

September 30, 2023

Unaudited

  

As of

December 31, 2022

 
         

Cash and Cash Equivalents

 $0  $0 

Working Capital (Deficit)

  (224,679

)

  (200,507

)

Liabilities

  24,605   433 

The Company has a working capital deficiencynot yet established an ongoing source of $16,941revenue sufficient to cover its operating costs and a shareholders’ deficit of $8,913 as of June 30, 2015. Primarily as a result of our recurring losses and our lack of liquidity, we have received a report from our independent registered public accounting firm for our financial statements for the year ended December 31, 2014 that included an explanatory paragraph describing the uncertainty as to our abilityallow it to continue as a going concern.

Over the next 12 months we expect to expend approximately $20,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal. We hope to be able to attract suitable investors for our business plan, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.

We expect to be able to secure capital through advances from our Chief Executive Officer, shareholders and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.

The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for acquiring suitable partners or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and resultsability of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.

10

Operating Capital and Capital Expenditure Requirements

Our controlling shareholders expect to advance us additional funding for operating costs in order to implement our business plan. The funds are loaned to the Company as required to pay amounts owed by the Company. As such, our operating capital is currently limited to the resources of our controlling shareholders. The loans from our controlling shareholders are unsecured and non-interest bearing and have no set terms of repayment. We anticipate receiving additional capital once we are able to have our securities actively trading on a public exchange. There is no guarantee our stock will develop a market on that public exchange.

Plan of Operation and Funding

We do not currently engage in enough business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing of Exchange Act reports, and

(ii) costs relating to developing our business plan

We believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our controlling shareholders.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred an accumulated deficit of $16,941 as of June 30, 2015. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The ability to successfully resolve theseThese factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

In order to mitigate the risk related with this uncertainty,continue as a going concern, the Company planswill need, among other things, additional capital resources.

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.

Net Cash Used in Operating Activities

Net cash of $0 was used in operating activities for the nine months ended September 30, 2023, as compared to issue$0 during the nine months ended September 30, 2022. The cash used in operating activities during this period was used to fund the net loss.

Net Cash Used in Investing Activities

The cash used in investing activities during the nine months ended September 30, 2023, and 2022 were $0.

Net Cash Provided by Financing Activities

Cash provided by financing activities during the nine months ended September 30, 2023, and 2022 were $0.

Availability of Additional Funds

Based on our working capital as of September 30, 2023, we will need additional shares of common stock for cash and servicesequity and/or debt financing to continue our operations during the next 12 months. We have limited funds to continue our operating activities. Future operating activities are expected to be funded by loans from officers, directors and major shareholders.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions primarily relate to our ability to continue as a going concern.

We qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Material Commitments

There was no material commitment during the nine months ended September 30, 2023, and 2022.

Purchase of Furniture and Equipment

We purchased $0 of furniture or equipment during the nine months ended September 30, 2023, and 2022.

Recent Accounting Pronouncements

FASB ASU 2019-12 – “Income Taxes (Topic 740)” – In December 2019, the FASB issued guidance which simplifies certain aspects of accounting for income taxes. The guidance is effective for interim and annual reporting periods beginning after December 15, 2020, and early adoption is permitted. We adopted this ASU in the first quarter of 2021. This ASU did not have a material effect on our condensed financial statements.

Off Balance Sheet Arrangements

As of September 30, 2023, we had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk.Risk

None.

 

11

Disclosure under this section is not required for a smaller reporting company.

 

Item 4. Controls and Procedures.Procedures

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company'sWe maintain disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effectiveare designed to ensure that thematerial information required to be disclosed byin our company inperiodic reports it files or submitsfiled under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officerChief Executive Officer and principal financial officer,Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. The conclusionUnder the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures. Based on the foregoing evaluation, our management concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective was due to provide reasonable assurance that the presence ofinformation required to be disclosed by us in reports that we file or submit under the following material weaknessesExchange Act is recorded, processed, summarized, and reported within the time periods specified in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of dutiesthe SEC’s rules and effective risk assessment;forms, and (ii) insufficient written policiesis accumulated and procedures for accountingcommunicated to our management, including our Chief Executive Officer and financial reporting with respectChief Financial Officer, as appropriate, to the requirementsallow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer (Principal Executive Officer) and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipatesChief Financial Officer (Principal Financial Officer), does not expect that suchour disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not be effective untilabsolute, assurance that the material weaknessesobjectives of the control system are remediated.

We plan to take steps to enhance and improvemet. Further, the design of our internala control system must reflect the fact that there are resource constraints and the benefits of controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been ablemust be considered relative to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2015, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our companyCompany have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Control over Financial ReportingControls

There were no changes in ourthe Company’s internal control over financial reporting that occurred during the quarternine months ended JuneSeptember 30, 20142023, that have materially affected or are reasonably likely to materially affect our internal control over financial reportingreporting.

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.Proceedings

 

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.None.

 

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

Item 3. Defaults Upon Senior Securities

None.

 

12

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

Item 5. Other Information.Information

 

None.

Item 6. Exhibits.

      Incorporated by reference
Exhibit Exhibit Description Filed
herewith
 Form Period
ending
 Exhibit Filing
date
3.1 Certificate of Incorporation (i) 10   3.1 06/04/13
3.2 By-Laws (ii) 10   3.2 06/04/13
4.1 Specimen Stock Certificate (iii) 10   4.1 06/04/13
10.1 Share Purchase Agreement (iv)     10,1 08/09/13
31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X        
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X        
101.INS XBRL Instance Document X        
101.SCH XBRL Taxonomy Extension Schema Document X        
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X        
101.LAB XBRL Taxonomy Extension Label Linkbase Document X        
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X        
101.DEF XBRL Taxonomy Extension Definition Linkbase Definition X        

Exhibits

13

 

SIGNATURES(a) Exhibits

 

Exhibit No.

Description

31.1

302 Certification – Anthony J. Iarocci

32.1

906 Certification – Anthony J. Iarocci

101.INS

INSTANCE DOCUMENT

101.SCH

SCHEMA DOCUMENT

101.CAL

CALCULATION LINKBASE DOCUMENT

101.DEF

DEFINITION LINKBASE DOCUMENT

101.LAB

LABEL LINKBASE DOCUMENT

101.PRE

PRESENTATION LINKBASE DOCUMENT

104

COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

In accordance with

(b) Reports of Form 8-K

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

APEX 11 INC.
By:/s/ Barry Epling

Barry Epling

Chief Executive Officer

(Principal Executive Officer) and

Chief Financial Officer

Dated: October 15, 2015 

14

 

Apex 11 Inc.

DATE: November 6, 2023

By:/s/ Anthony J. Iarocci                                           

Anthony J. Iarocci

Chairman, President, Chief Executive Officer

and Treasurer (Principal Accounting Officer

and Authorized Officer)

13
iso4217:USD xbrli:shares