01/26/2026 | Press release | Distributed by Public on 01/26/2026 14:37
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this report and are hereby 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 report. You should not place undue certainty on these forward-looking statements, which apply 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 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 statement by the use of the forward-terminology, including words such as "may", "will", "believes", "anticipates", "estimates", "expects", "continues", "should", "seeks", "intends", "plans", and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative 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 could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues 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 catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
Apex 11 Inc. (the "Company") was 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 corporation which could be used to consummate a merger or acquisition.
Plan of Operation
Apex 11 Inc. intends to seek to acquire assets or shares of an 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 a target entity. The Board of Directors does intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.
Results of Operations for the Three and Nine Months Ended September 30, 2025, as Compared to the Three and Nine Months Ended September 30, 2024.
Revenues. The Company's revenues were $0 for the three-month and nine-month periods ended September 30, 2025 (as restated), and September 30, 2024.
Selling, General and Administrative Expenses. Selling, general, and administrative expenses for the three months ended September 30, 2025, were $14,592 as compared to $13,913 (as restated) for the three months ended September 30, 2024, and $36,566 for the nine months ended September 30, 2025 as compared to $23,693 (as restated) for the nine months ended September 30, 2024. General and administrative expenses increased due to an increase in expenses related to the Company's filings.
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Liquidity and Capital Resources
We measure our liquidity in a number of ways, including the following:
|
As of September 30, 2025 (Unaudited) |
As of December 31, 2024 (As Restated) |
|||||||
| Cash and Cash Equivalents | $ | 0 | $ | 0 | ||||
| Working Capital (Deficit) | (303,012 | ) | (266,446 | ) | ||||
| Liabilities | 44,404 | 7,805 | ||||||
The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of 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. These factors raise substantial doubt about the Company's ability to continue as a going concern.
In order to continue as a going concern, the Company will 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, 2025 as compared to $0 during the nine months ended November 30, 2024. 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, 2025 and 2024 were $0.
Net Cash Provided by Financing Activities
Cash provided by financing activities during the nine months ended September 30, 2025 and 2024 were $0.
Availability of Additional Funds
Based on our working capital as of September 30, 2024, we will need additional equity 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.
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Material Commitments
There was no material commitment during the nine months ended September 30, 2025, and 2024.
Purchase of Furniture and Equipment
We purchased $0 of furniture or equipment during the nine months ended September 30, 2025, and 2024.
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, 2025, we had no off-balance sheet arrangements.