{"url_path":"/sec/cik-0001578329/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1578329/0001578329-26-000004-index.html","accession_number":"0001578329-26-000004","cik":"0001578329","ticker":null,"issuer_name":"APEX 11 INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1578329/0001578329-26-000004-index.html","primary_entity_key":"0001578329","primary_entity_name":"APEX 11 INC."},"word_count":2363,"has_tables":true,"body_markdown":"**Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.**\n \nThe following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-K 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.\n \nThe COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenues, expenses, reserves and allowances, fair value measurements and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.\n \nThese 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\n7\n\nanticipated 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.\n \n**Overview**\n \nApex 11, Inc. (the Company) was incorporated under the laws of the State of Delaware on May 20, 2013, and has been inactive since its 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.\n \n**Plan of Operation**\n \nApex 11 Inc. intends to seek to acquire assets or shares of an entity actively engaged in business that generates revenues, in exchange for its securities. Apex 11 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 the 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, by-laws, 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.\n \n**Results of Operations for the Year Ended December 31, 2025, compared to the Year Ended December 31, 2024**\n \n**Revenues**. The Company did not have any revenue for the years ended December 31, 2025, or 2024.\n \n**Selling, General and Administrative Expenses**. Selling, general, and administrative expenses for the year ended December 31, 2025, were $46,213 as compared to $32,715 (as restated) for the year ended December 31, 2024. General and administrative expenses increased due to the Company incurring more expenses related to being a public reporting company, including service fees and the cost of preparing our SEC reports.\n \n**Liquidity and Capital Resources**\n \nWe measure our liquidity in a number of ways, including the following:\n \n \n \n**As of**\n**December 31,**\n\n \n \n**2025**\n \n**2024**\n\n \n \n \n \n(As Restated)\n\nCash\n \n$\n0\n \n$\n0\n\nAccumulated (Deficit)\n \n$\n(312,659)\n \n$\n(266,446)\n\nCurrent Liabilities\n \n$\n0\n \n$\n7,805\n\n \n**Impact of Inflation**\n \nWe 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.\n \n8\n\n \n**Net Cash Used in Operating Activities**\n \nWe experienced negative cash flow from operating activities for the year ended December 31, 2025, in the amount of $0 due to cash used to fund a net loss of $46,213, adjusted for the increase in accounts payable for legal and accounting services to being a public reporting company. We experienced negative cash flow from operating activities for the period ended December 31, 2024 (as restated), in the amount of $0 due to cash used to fund a net loss of $33,715, adjusted for the increase in accounts payable for legal and accounting services to being a public reporting company.\n \n**Net Cash Used in Investing Activities**\n \nWe experienced no cash flow from investing activities for the years ended December 31, 2025, and 2024.\n \n**Net Cash Provided by Financing Activities**\n \nWe experienced positive cash flow from financing activities for the year ended December 31, 2025, due to related party loans, and related to cash deposited in the trust account.\n \n**Availability of Additional Funds**\n \nBased on our working capital as of December 31, 2025, we will need additional equity and/or debt financing to continue our operations during the next 12 months. See “Description of Business”.\n \n**Critical Accounting Policies and Estimates**\n \nOur financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles 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 include amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.\n \nWe 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.\n \nThe accompanying financial statements have been prepared in conformity with generally accepted accounting principles (U.S. GAAP), which contemplate continuation of the Company as a going concern. However, the Company has not commenced operations and has accumulated a capital deficit as of December 31, 2024. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern.\n \n**Recently Issued Accounting Pronouncements**\n \nReference is made to the “Organization and Significant Accounting Pronouncements” in Note 1 to our financial statements included elsewhere in this report for information related to new accounting pronouncements.\n \n**Material Commitments**\n \nThere were no material commitments for the year ended December 31, 2025.\n \n**Purchase of Furniture and Equipment**\n \nThere were no purchases of computers and equipment for the year ended December 31, 2025.\n9\n\n \n**Off-Balance Sheet Arrangements**\n \nAs of December 31, 2025, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.\n \n**Critical Accounting Policies**\n \nOur financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles 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.\n \nWe regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.\n \n**Cash and Cash Equivalents**\n \nWe consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. We have no cash equivalents.\n \n**Revenue Recognition**\n \nRevenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.\n \n**Use of Estimates**\n \nThe preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.\n \n**Share Based Payments**\n \nWe recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.6\n \n**Earnings (Loss) Per Share**\n \nThe Company computes earnings per share in accordance with ASC 260, “Earnings Per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.\n \n**Income Taxes**\n \nThe Company accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and\n10\n\ntheir respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.\n \n**Fair Value of Financial Instruments**\n \nASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:\n \nLevel 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.\n \nLevel 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.\n \nLevel 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.\n \nThe carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.\n \n**Recent Accounting Pronouncements**\n \nReference is made to the “Organization and Significant Accounting Pronouncements” in Note 1 to our financial statements included elsewhere in this report for information related to new accounting pronouncements."}