Apex 11 Inc. (2024 10-K) Deep Dive Review

Apex 11 Inc. ("Apex 11" or the "Company") filed its 2024 Annual Report on Form 10-K on May 15, 2025. This review breaks down the most important aspects of the filing, interprets the Company’s current situation, and offers an investment verdict based on the disclosed information.

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1. Business Overview (Item 1)

Company Background

• Apex 11 Inc. was incorporated in Delaware on May 20, 2013.
• The Company is a publicly registered shell with no operating history or revenues to date.
• Principal executive offices: 8217 East Spanish Boot Road, Carefree, Arizona.
• Fiscal year end: December 31.

Principal Business Model

• Apex 11 intends to acquire assets or equity interests in an operating business in exchange for Apex 11 stock.
• No industry, geography, or business stage is targeted—management will consider any attractive merger or acquisition candidate.
• Candidate sourcing methods include classified ads, personal contacts, and social networking.

Management and Resources

• Sole officer and directors: Anthony J. Iarocci (CEO, President, Secretary, Treasurer, Director) and Michael J. Schnaus (Director).
• Both principals lack professional business analysts on the team, relying largely on personal experience and discretion.
• No employees other than one part-time staffer.
• No research & development expenditures.

Corporate Governance

• Apex 11 is an “emerging growth company” under the JOBS Act.
• Smaller reporting company; not a shell under SEC’s definition but effectively operates as one.
• No independent audit or compensation committees; the full Board handles these functions.
• No audit committee financial expert on the Board.

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2. Risk Factors (Item 1A)

Apex 11 is a smaller reporting company and omitted customary Risk Factors disclosure. However, based on the Business section and the shell status, key risks include:

1. No Historic Operations or Revenues

• The shell has existed since 2013 with zero operating revenues; the entire business rests on a future business combination.

1. Funding and Liquidity Risk

• The Company has no cash or operating capital; relies on shareholder loans and stock issuances.
• Negative working capital and recurring net losses cast doubt on its going concern status.

1. Execution Risk in Finding a Target

• Management’s methods for sourcing a merger partner (classified ads, personal contacts) have no demonstrated track record.
• No professional due diligence team or advisors beyond legal and accounting counsel.

1. Dilution Risk

• The only receipts so far have come from issuing shares to settle accrued liabilities, diluting existing shareholders.

1. Corporate Governance Risk

• No independent directors or audit committee; control by a two-person Board may impair oversight.

1. Going Concern Uncertainty

• The independent auditor noted “substantial doubt about the Company’s ability to continue as a going concern.”

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3. Financial Analysis (Items 7, 7A & 8)

Income Statement Highlights (2024 vs. 2023)

Metric	2024	2023	Change
Revenue	$0	$0	—
General & Administrative Expenses	$27,165	$33,224	-18.3%
Net Loss	$(27,165)	$(33,224)	-18.3%
Net Loss per Share	$(0.00)	$(0.00)	—

• No revenue. 100% of expenses relate to minimal corporate costs (legal, accounting, filing fees).
• Administrative costs fell by 18% due to lower public reporting fees.
• Ongoing net losses accumulate deficits and increase the net operating loss (NOL) carryforward ($~260K at end 2024).

Balance Sheet Strength (12/31/24 vs. 12/31/23)

Metric	12/31/24	12/31/23	Comment
Cash	$0	$0	No cash on hand.
Prepaid Expenses	$418	$418	Minimal service prepayments.
Accrued Liabilities	$2,255	$2,110	Unpaid professional fees.
Stockholders’ Deficit	$(1,837)	$(1,692)	Slightly increased deficit year-over-year

• Working Capital Deficit: Current liabilities exceed current assets.
• No Cash Reserves: Zero cash means the shell cannot meet expenses without new capital injections.
• Reliance on Shareholder Support: Recent financings have been share issuances to settle bills.

Cash Flows (2024 vs. 2023)

• Operating: $0 change in cash; net loss converted to non-cash stock issuances.
• Investing: No activity.
• Financing: No cash in; instead, accrued liabilities settled with share issuances.

Market Risk & Other Quantitative Disclosures (Item 7A)

• No foreign operations or currency risk—100% domestic shell.
• No derivatives or hedging activities.
• Interest rate and commodity price risks are immaterial given no revenue-producing or debt-financed activities.

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4. Cash Flow and Capital Requirements

• Immediate Cash Need: The shell has $0 cash. Future minimal costs will require immediate capital or debt facilities.
• Going Concern: Both management and the auditor highlight substantial doubt regarding continuity without new funding or a successful combination.
• Capital Strategy: Rely on issuing shares for any professional services or a stock-for-stock merger with a target.

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5. Management Discussion & Analysis (MD&A)

• Apex 11’s sole purpose is to serve as a SPAC-like vehicle to acquire an operating business.
• Management acknowledges the complexity and risk in finding and closing a merger.
• No formal budgets or forecasts disclosed; progress measured solely by reductions in shell maintenance costs.
• COVID-19 disclosures are boilerplate and immaterial to a shell.

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6. Conclusion & Investment Score

Key Takeaways

1. No Operating Business: Apex 11 is a publicly traded shell with no products, services, or revenues.
2. Negative Cash Position: $0 cash and working capital deficit.
3. Recurring Net Losses: $27K+ annual losses funded through share issuances.
4. High Execution Risk: No proven track record in mergers.
5. Governance Issues: Two-person Board, no independent oversight or audit committee.

Net Profit (Loss)

• 2024 Net Loss: $(27,165)
• 2023 Net Loss: $(33,224)

Investment Score: 1.0 / 10
Rationale: Apex 11 lacks operations, cash, and a credible path to profitability. Without significant changes—new management, independent board, capital infusion, and a viable acquisition target—this entity offers essentially zero investment upside and carries a high risk of shareholder dilution and potential delisting.

Recommendation Apex 11 Inc. does not present a viable investment opportunity at this time. Current and prospective investors should exercise extreme caution and consider alternatives with established operations and financial stability.

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