{"url_path":"/sec/cik-0001578329/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary Data.**","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":2610,"has_tables":true,"body_markdown":"**Item 8. Financial Statements and Supplementary Data.**\n \n \n \n**Page**\n\n**Financial Statements**\n \n \n\n \n \n \n\nReport of Independent Registered Public Accounting Firm\n \nF-1\n\nBalance Sheets as of December 31, 2025 and 2024\n \nF-3\n\nStatements of Operations for the Years ended December 31, 2025 and 2024\n \nF-4\n\nStatement of Stockholders’ Equity (Deficiency) for the Years ended December 31, 2025 and 2024\n \nF-5\n\nStatements of Cash Flows for the Years ended December 31, 2025 and 2024\n \nF-6\n\nNotes to Financial Statements\n \nF-7\n\n \n \n \n11\n\n**MICHAEL GILLESPIE & ASSOCIATES, PLLC**\n**CERTIFIED PUBLIC ACCOUNTANTS**\n**Vancouver, WA 98666**\n**206.353.5736**\n \n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n \nTo the Shareholders & Board of Directors\nApex 11, Inc.\n \n**Opinion on the Financial Statements**\nWe have audited the accompanying balance sheets of Apex 11, inc. as of December 31, 2025 and 2024 and the related statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.\n \n**Going Concern**\nThe accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #1 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n \n**Basis for Opinion**\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n \nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n \nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n \n/s/ MICHAEL GILLESPIE & ASSOCIATES, PLLC*\n\nMICHAEL GILLESPIE & ASSOCIATES, PLLC\n\n \n\nWe have served as the Company’s auditor since 2026.\n\nVancouver, Washington\n\nPCAOB ID 6104\n\nJuly 1, 2026\n\n \n\nF-1\n\n \n\n**Apex 11 Inc.**\n\n**Balance Sheets**\n\n \n\n \n\n**December 31,**\n\n**2025**\n\n \n\n**2024**\n\n \n\n \n\n \n\n(As Restated)\n\n**ASSETS**\n\n \n\n \n\n \n\n \n\n \n\nCURRENT ASSETS\n\n \n\n \n\n \n\n \n\n \n\nPrepaid Expenses\n\n$\n\n419\n\n \n\n$\n\n418\n\nTOTAL CURRENT ASSETS\n\n \n\n419\n\n \n\n \n\n418\n\n \n\n \n\n \n\n \n\n \n\n \n\nTOTAL ASSETS\n\n$\n\n419\n\n \n\n$\n\n418\n\n \n\n \n\n \n\n \n\n \n\n \n\n**LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**\n\n \n\n \n\n \n\n \n\n \n\nLIABILITIES\n\n \n\n \n\n \n\n \n\n \n\nCURRENT LIABILITIES\n\n \n\n \n\n \n\n \n\n \n\nAccrued Expenses\n\n$\n\n-\n\n \n\n$\n\n7,805\n\nTOTAL CURRENT LIABILITIES\n\n \n\n-\n\n \n\n \n\n7,805\n\n \n\n \n\n \n\n \n\n \n\n \n\nTOTAL LIABILITIES\n\n \n\n-\n\n \n\n \n\n7,805\n\n \n\n \n\n \n\n \n\n \n\n \n\nSTOCKHOLDERS’ DEFICIENCY\n\n \n\n \n\n \n\n \n\n \n\nPreferred stock; $0.0001 par value;\n\n5,000,000 shares authorized;\n\nnone issued and outstanding\n\n \n\n-\n\n \n\n \n\n-\n\nCommon stock; $0.0001 par value;\n\n100,000,000 shares authorized;\n\n74,491,958 and 62,727,829 issued\n\nand outstanding, respectively\n\n \n\n7,448\n\n \n\n \n\n6,272\n\nAdditional Paid-in Capital\n\n \n\n305,630\n\n \n\n \n\n252,787\n\nAccumulated Deficit\n\n \n\n(312,659)\n\n \n\n \n\n(266,446)\n\nTOTAL STOCKHOLDERS’ DEFICIENCY\n\n \n\n419\n\n \n\n \n\n(7,387)\n\nTOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY\n\n$\n\n419\n\n \n\n$\n\n418\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n*The accompanying notes are an integral part of these financial statements.*\n\nF-2\n\n \n\n**Apex 11 Inc.**\n\n**Statements of Operations**\n\n \n\n \n\n**For the Years Ended**\n\n**December 31,**\n\n**2025**\n\n \n\n**2024**\n\n \n\n \n\n \n\n(As Restated)\n\nREVENUES\n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\nOPERATING EXPENSES\n\n \n\n \n\n \n\n \n\n \n\nGeneral and Administrative Expenses\n\n \n\n46,213\n\n \n\n \n\n32,715\n\nTotal Operating Expenses\n\n \n\n46,213\n\n \n\n \n\n32,715\n\n \n\n \n\n \n\n \n\n \n\n \n\nNET LOSS\n\n$\n\n(46,213)\n\n \n\n$\n\n(32,715)\n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic and Diluted Earnings per Share\n\n$\n\n(0.00)\n\n \n\n$\n\n(0.00)\n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic and Diluted Weighted-Average Common Shares Outstanding\n\n \n\n62,760,059\n\n \n\n \n\n56,859,600\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n*The accompanying notes are an integral part of these financial statements.*\n\nF-3\n\n**Apex 11 Inc.**\n\n**Statement of Stockholders’ Equity (Deficiency)**\n\n**For the Years Ended December 31, 2025 and 2024**\n\n \n\n \n\n \n\n**Common Shares**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Shares**\n\n \n\n**Amount**\n\n \n\n**Additional**\n\n**Paid-in**\n\n**Capital**\n\n \n\n**Accumulated**\n\n**Deficit**\n\n \n\n**Total**\n\nBALANCES, JANUARY 1, 2024 (As Restated)\n\n \n\n56,843,478\n\n \n\n$\n\n5,684\n\n \n\n$\n\n226,355\n\n \n\n$\n\n(233,731)\n\n \n\n$\n\n(1,692)\n\nIssuance of common stock for\n\nsettlement of stockholder payable\n\n \n\n5,884,351\n\n \n\n \n\n588\n\n \n\n \n\n26,432\n\n \n\n \n\n-\n\n \n\n \n\n27,020\n\nNet Loss for the Year\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n(32,715)\n\n \n\n \n\n(32,715)\n\nBALANCES, DECEMBER 31, 2024 (As Restated)\n\n \n\n62,727,829\n\n \n\n$\n\n6,272\n\n \n\n$\n\n252,787\n\n \n\n$\n\n(266,446)\n\n \n\n$\n\n(7,387)\n\nIssuance of common stock for\n\nsettlement of stockholder payable\n\n \n\n11,764,129\n\n \n\n \n\n1,176\n\n \n\n \n\n52,843\n\n \n\n \n\n-\n\n \n\n \n\n54,019\n\nNet Loss for the Year\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n(46,213)\n\n \n\n \n\n(46,213)\n\nBALANCES, DECEMBER 31, 2025\n\n \n\n74,491,958\n\n \n\n$\n\n7,448\n\n \n\n$\n\n305,630\n\n \n\n$\n\n(312,659)\n\n \n\n$\n\n419\n\n \n\n \n\n \n\n \n\n \n\n \n\n*The accompanying notes are an integral part of these financial statements.*\n\nF-4\n\n**Apex 11 Inc.**\n\n**Statements of Cash Flows**\n\n \n\n \n\n**For the Years Ended**\n\n**December 31,**\n\n**2025**\n\n \n\n**2024**\n\n \n\n \n\n \n\n(As Restated)\n\n**OPERATING ACTIVITIES**\n\n \n\n \n\n \n\n \n\n \n\nNet Loss for the Year\n\n$\n\n(46,213)\n\n \n\n$\n\n(32,715)\n\nAdjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities\n\n \n\n \n\n \n\n \n\n \n\nChanges in operating assets and liabilities:\n\n \n\n \n\n \n\n \n\n \n\nChanges in Prepaid Expenses\n\n \n\n1\n\n \n\n \n\n-\n\nChanges in Accrued Liabilities\n\n \n\n46,214\n\n \n\n \n\n32,715\n\nCash Provided by Operating Activities\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n**INVESTING ACTIVITIES**\n\n \n\n \n\n \n\n \n\n \n\nCash Provided by Investing Activities\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n**FINANCING ACTIVITIES**\n\n \n\n \n\n \n\n \n\n \n\nCash Provided by Financing Activities\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n**NET CHANGE IN CASH AND CASH EQUIVALENTS**\n\n \n\n-\n\n \n\n \n\n-\n\nCash and Cash Equivalents, Beginning of Year\n\n \n\n-\n\n \n\n \n\n-\n\nCash and Cash Equivalents, End of Year\n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n**SUPPLEMENTAL DISCLOSURE INFORMATION**\n\n \n\n \n\n \n\n \n\n \n\nInterest Paid in Cash\n\n$\n\n-\n\n \n\n$\n\n-\n\nIncome Taxes paid in Cash\n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n**NON-CASH FINANCING ACTIVITY**\n\n \n\n \n\n \n\n \n\n \n\nIssuance of common stock in settlement of accrued liabilities\n\n$\n\n54,019\n\n \n\n$\n\n27,020\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n*The accompanying notes are an integral part of these financial statements.*\n\nF-5\n\n \n\n**Apex 11 Inc.**\n\n**Notes to Financial Statements**\n\n**Years Ended December 31, 2025 and 2024**\n\n \n\n**1.****ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** \n\n \n\n**Organization** - Apex 11, Inc. (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.\n\n \n\n**Cash and Cash Equivalents** - For purposes of the statements of cash flows, the Company defines cash and cash equivalents as all cash on hand, demand deposits and money market investment accounts.\n\n \n\n**Prepaid Expenses** - Payments made to vendors for goods or services that will benefit future periods are recorded as prepaid expenses until the year the goods or services are incurred.\n\n \n\n**Accrued Liabilities** - Accrued expenses include obligations for goods and services received but not yet invoiced or paid as of the reporting date.\n\n \n\n**Revenue Recognition** - Revenue 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 \n\n**Earnings (Loss) Per Share** - Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.\n\n \n\n**Income Taxes** - The Company accounts for income taxes using the asset and liability method and recognizes the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities.\n\n \n\nThe Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in the financial statements.\n\n \n\nThe Company believes that it does not have any uncertain tax positions that are material to the financial statements.\n\n \n\n**Use of Estimates** - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.\n\n \n\n**Going Concern** - The 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 incurred 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 issuance of common stock is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations is necessary for the Company to continue operations. Management 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 raises substantial doubt about the\n\nF-6\n\nCompany’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.\n\n \n\n**Recently Adopted Accounting Pronouncements** - Improvements to Income Tax Disclosures – In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that expands income tax disclosures for public entities, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance should be applied on a prospective basis, with retrospective application to all prior periods presented in the financial statements permitted. During the fourth quarter of 2025, the Company elected to adopt this guidance prospectively and added necessary disclosures upon adoption as disclosed in Note 3, Income Taxes.\n\n \n\n**Disaggregation of Income Statement Expenses** – In November 2024, the FASB issued guidance that requires disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2026, and subsequent interim periods with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact this new guidance will have on its disclosures upon adoption and expect to provide additional detail and disclosures under this new guidance.\n\n \n\n**Measurement of Credit Losses for Accounts Receivable and Contract Assets** - In July 2025, the FASB issued guidance that provides a practical expedient that all entities can use to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.\n\n \n\nUnder this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods in those years, with early adoption permitted. Entities that elect the practical expedient are required to apply the amendments prospectively. The Company has adopted this guidance on January 1, 2026, and the adoption did not have a material impact on the financial statements or disclosures and the Company does not have any accounts receivables or contract assets.\n\n \n\n**Subsequent Events** - The Company has evaluated subsequent events and has identified none requiring recognition or disclosure.\n\n \n\n**2.****STOCKHOLDERS’ DEFICIENCY** \n\n \n\n**Preferred Stock** – The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2025 and 2024, no shares of preferred stock have been issued and none have been designated. Accordingly, there are no specific rights assigned to any series of preferred stock of the Company at this time.\n\n \n\n**Common Stock** – The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock. As of December 31, 2025 and 2024, 74,491,958 and 62,727,829 shares were issued and outstanding, respectively.\n\n \n\nDuring the year ended December 31, 2025, the Company issued 11,764,129 shares of common stock to its controlling stockholder for settlement of $54,019 for accrued liabilities. During the year ended December 31, 2024, the Company issued 5,884,351 shares of common stock to its controlling stockholder for settlement of $27,020 for accrued liabilities.\n\n \n\n**3.****INCOME TAXES** \n\n \n\nSignificant components of the Company’s deferred income tax assets and liabilities are as follows at December 31:\n\n \n\n \n\n**2025**\n\n \n\n**2024**\n\n \n\n \n\n \n\n(As Restated)\n\nDeferred income tax asset – net operating loss carryforward\n\n$\n\n80,634\n\n \n\n$\n\n69,010\n\nValuation allowance\n\n \n\n(80,634)\n\n \n\n \n\n(69,010)\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet deferred income tax asset\n\n$\n\n-\n\n \n\n$\n\n-\n\nF-7\n\n \n\nAt December 31, 2025, the Company had approximately $311,000 of net operating loss (NOL) carryforwards available to offset future taxable income, which begin to expire in 2033. However, a valuation allowance has been recorded reducing the NOL net deferred tax asset to zero because of uncertainty as to the ultimate utilization of the net operating losses to which it relates. The valuation allowance increased by $11,969 and $8,473 in 2025 and 2024, respectively.\n\n \n\nThe income tax benefit differed from the amount computed using the statutory federal rate of 21% due primarily to the change in the valuation allowance during 2025 and 2024.\n\n \n\nThe Company adopted guidance that expands income tax disclosures, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information, effective January 1, 2025, on a prospective basis. The federal statutory rate used is 21%. The statutory rate reconciles to the effective income tax rate as follows:\n\n \n\nFederal tax rate\n\n21.00%\n\nState tax rate\n\n4.90%\n\nChanges in valuation allowances\n\n(25.90)%\n\nEffective tax rate\n\n0.00%\n\n \n\n**4.****RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS** \n\n \n\nThe Company had misstatements in the December 31, 2024 financial statements that were restated due to the following:\n\n \n\n·Certain expenses were not accrued in the proper period. The result was an increase to general and administrative expenses and accrued expenses of $5,550 for the year ended December 31, 2024. \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nF-8"}