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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ____________.

Commission File Number 000-54430
 
APEX 2, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
80-0725943
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
90 SW 3rd Street Penthouse 4, Miami FL 33130
(Address of principal executive offices)
 
(772) 216-6460
(Issuer's telephone number)
 
NA
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes  x No  o
 
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  o No  o

Indicate by check mark whether the Company is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer
o
Accelerated filed
o
Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x No  o
 
As of October 29, 2013, there were 10,000,000 shares of Common Stock of the issuer outstanding.
 


 
 
 
 
 
Table of Contents

         
Part I
FINANCIAL INFORMATION
     
     
page
 
Item 1
Financial Statements
     
         
 
Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012
    3  
           
 
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 and for the period from May 17, 2011 (Date of Inception) to September 30, 2013 (Unaudited)
    4  
           
 
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and for the period from May 17, 2011 (Date of Inception) to September 30, 2013 (Unaudited)
    5  
           
 
Notes to Condensed Financial Statements (Unaudited)
       
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    8  
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    10  
           
Item 4.
Controls and Procedures
    10  
           
Part II.
OTHER INFORMATION
       
           
Item 1
Legal Proceedings
    11  
           
Item 1. A
Risk Factors
    11  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    11  
           
Item 3
Defaults Upon Senior Securities
    11  
           
Item 4
Mine Safety Disclosures
    11  
           
Item 5
Other Information
    11  
           
Item 6
Exhibits
    11  
 
 
2

 
 
PART I: FINANCIAL INFORMATION
 
ITEM 1: Financial Statements

APEX 2, Inc.
(A Development Stage Company)
 Condensed Balance Sheets
 
   
September 30,
   
December 31,
 
   
2013
   
2012
 
   
(Unaudited)
       
ASSETS
 
             
Total Assets
  $ --     $ --  
                 
LIABILITIES AND STOCKHOLDER’S DEFICIT
 
                 
Current Liabilities
               
 Accounts payable
  $ --     $ 1,250  
 Due related party
    22,260       10,400  
                 
Total liabilities
    22,260       11,650  
                 
Stockholder’s 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 September 30, 2013 and December 31, 2012
    1,000       1,000  
Deficit accumulated during the development stage
    (23,260 )     (12,650 )
Total stockholder’s deficit
    (22,760 )     (11,650 )
                 
Total Liabilities and Stockholder’s Deficit
  $ --     $ --  

The accompanying notes are an integral part of the unaudited condensedfinancial statements

 
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APEX 2, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
 
   
 
Three Months Ended
September 30,
   
 
Nine Months Ended
September 30,
   
From May 17, 2011 (Inception) to September 30,
 
   
2013
   
2012
   
2013
   
2012
   
2013
 
EXPENSES:
                             
                               
General and administration expenses
    2,794       2,000       10,610       6,400       23,260  
                                         
Total expenses
    2,794       2,000       10,610       6,400       23,260  
                                         
Net loss
  $ (2,794 )   $ (2,000 )   $ (10,610 )   $ (6,400 )   $ (23,260 )
                                         
Loss per share (basic and diluted)
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                         
Weighted average common shares (basic and diluted)
    10,000,000       10,000,000       10,000,000       10,000,000       10,000,000  

The accompanying notes are an integral part of the unaudited condensed financial statements

 
4

 
 
APEX 2, Inc.
(ADevelopment Stage Company)
Condensed Statements of Cash Flow
(Unaudited)

   
Nine Months Ended
September 30,
   
From May 17, 2011 (Inception of Development Stage) to September 30,
 
   
2013
   
2012
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (10,610 )   $ (6,400 )   $ (23,260 )
Stock based compensation
    --       --       1,000  
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Accounts payable
    (1,250 )     --          
Net cash used in operating activities
    (11,860 )     (6,400 )     (22,260 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Advances from related party
    11,860       6,400       22,260  
Net cash provided by financing activities
    11,860       6,400       22,260  
                         
Net change in Cash
    --       --       --  
                         
Cash at Beginning of Period
    --       --       --  
                         
Cash at End of Period
  $ --     $ --     $ --  
                         
Supplemental Cash Flow Information
                       
 Interest paid
  $ --     $ --     $ --  
 Taxes paid
  $ --     $ --     $ --  

 The accompanying notes are an integral part of the unaudited condensed financial statements

 
5

 
 
APEX 2, Inc.
(A Development Stage Company)
Notes to CondensedUnaudited Financial Statements

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS
 
APEX 2, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on May 17, 2011 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.
 
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in the Company’s Form 10-K annual report for year ended December 31, 2012 filed with the Securities and Exchange Commission (SEC) on April 1, 2013. Interim results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of future results for the full year.
 
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Statement Accounting Standards Codification (“ASC”) Topic 915. Among the disclosures required by ASC Topic 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statement of operations, stockholders’ deficit and cash flows disclose activity since the date of the Company’s inception.
 
Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
 
 
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Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
 
Income Taxes
Income taxes are provided in accordance with ASC Topic 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
Basic Earnings (Loss) per Share
ASC Topic 260, “Earnings per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC Topic 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
 
Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. There were no such common stock equivalents outstanding during the period from May 17, 2011 (inception) through September 30, 2013.
 
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
 
NOTE 3: GOING CONCERN
 
As shown in the accompanying balance sheet, the Company has no assets and an accumulated deficit of $23,260 at September 30, 2013. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on ability to identify a target acquisition. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty. The Company will engage in very limited activities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholder.

 
7

 

NOTE 4: RELATED PARTY TRANSACTIONS
 
The Company’s officer and director performed services related to the organization of the Company in May 2011 for 10,000,000 founder’s shares which was valued at par value of $1,000. Since inception, the Company’s officer and director has advanced a total $22,260 which remains unpaid as of September 30, 2013. These amounts are non-interest bearing and due on demand.
 
NOTE 5: STOCKHOLDER’S DEFICIT
 
On May 17, 2011 the Company issued 10,000,000 shares of common stock (founder’s shares) valued at $1,000 with a par value of $0.0001 per share.
 
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are forward-looking statements. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to meet anticipated development timelines, the Company’s ability to protect its proprietary technology and knowhow;, the Company’s ability to successfully consummate future acquisitions and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
 
Overview
 
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. No assurances can be given that the Company will be successful in locating or negotiating with any target business.
 
 
8

 
 
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development 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.
 
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire 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.
 
Results of Operations
 
During the periods from May 17, 2011, (inception) through September 30, 2013, the Company has generated no revenue. Expenses for the three and nine months ended in September 30, 2013 were $2,794 and $10,610, respectively, while the expenses for the same periods in 2012 were $2,000 and $6,400, respectively. The three month expenses were higher in 2013 compared to the same period in 2012 due to higher accounting and filing fees in 2013. The increase in expenses for the nine months period in 2013 over the same period in 2012 was due to higher professional and accounting expenses in 2013. Expenses for the period from inception through September 30, 2013, were $23,260. The expenses related to the cost for accounting and filing of financial reports.
 
Net loss for the three and nine months ended September 30, 2013, was $2,794 and $10,610, respectively, compared to $2,000 and $6,400 for the three and nine months ended September 30, 2012, respectively, and $23,260 for the period from inception through September 30, 2013.
 
 
9

 
 
Liquidity
 
The Company has negative working capital of $22,260 as of September 30, 2013. Funds used in operating activities during the nine months ended September 30, 2013 were $11,860 while funds provided from financing activities were $11,860. This compares to funds used in operating activities of $6,400 and funds provided of $6,400 for the same period ended September 30, 2012. All funds in financing activities were advances from the officer and director.
 
Off-Balance Sheet Arrangements
 
The Company does not have any off-balance sheet arrangements.
 
Item 3: Quantitative and Qualitative Disclosures About Market Risk.
 
An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

Item 4: Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2013.
 
Changes in internal controls
 
Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the nine months ended September 30, 2013. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no changes occurred in the Company's internal controls over financial reporting during the three months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
 
 
10

 
 
PART II - OTHER INFORMATION
Item 1: Legal 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.
 
Item 1A: Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are notrequired to provide the information under this item.
 
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.
 
None
 
Item 3: Defaults UponSenior Securities

None

Item 4: Mine Safety Disclosures

Not applicable

Item 5: Other Information
 
None
 
Item 6: Exhibits.
 
No.   Description
31   Chief Executive Officer Certification
     
32   Section 1350 Certification
     
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
11

 
  
SIGNATURES
 
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  APEX 2, INC.  
       
Dated: October 29, 2013
By:
/s/ Martin Mobarak  
   
Martin Mobarak, Chief Executive Officer
(Principal Executive Officer) and Chairman of the Board of Directors
 
 
 
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