SEC Comment Letter 0000000000-24-012232 to APEX 11 INC. (CIK 0001578329)
APEX 11 INC. (CIK 0001578329)
Date: Nov. 4, 2024 · CIK: 0001578329 · Accession: 0000000000-24-012232
AI Filing Summary & Sentiment
File numbers found in text: 000-54964
Letter
November 4, 2024 Anthony Iarocci Chief Executive Officer and Chief Financial Officer APEX 11 INC. 8217 East Spanish Boot Road Carefree, Arizona 85377 Re:APEX 11 INC. Form 10-K for the Year Ended December 31, 2023 Filed March 19, 2024 File No. 000-54964 Dear Anthony Iarocci: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Year Ended December 31, 2023 Report of Independent Registered Public Accounting Firm, page 8 1.We note that the report from your independent registered public accounting firm does not cover the balance sheet as of December 31, 2022 nor the related financial statements (e.g., statements of operations, stockholders’ equity (deficiency), and cash flows) for the fiscal year ended December 31, 2022. Please amend your Form 10-K to include an audit report that covers the financial statements as of and for each of the most recent two fiscal years; refer to Rule 8-02 of Regulation S-X. 2.We note your going concern disclosure on page 14 which indicates that substantial doubt exists regarding the registrant's ability to continue as a going concern. Please have your independent registered public accounting firm tell us what consideration they gave to providing an explanatory paragraph in concluding on your ability to continue as a going concern or amend your filing to have them revise their report as appropriate. Refer to PCAOB AS 2415.
November 4, 2024 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Howard Efron at 202-551-3439 or Mark Rakip at 202-551-3573 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Jonathan Coury
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November 4, 2024
Anthony Iarocci
Chief Executive Officer and Chief Financial Officer
APEX 11 INC.
8217 East Spanish Boot Road
Carefree, Arizona 85377
Re:APEX 11 INC.
Form 10-K for the Year Ended December 31, 2023
Filed March 19, 2024
File No. 000-54964
Dear Anthony Iarocci:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page 8
1.We note that the report from your independent registered public accounting firm does
not cover the balance sheet as of December 31, 2022 nor the related financial
statements (e.g., statements of operations, stockholders’ equity (deficiency), and cash
flows) for the fiscal year ended December 31, 2022. Please amend your Form 10-K to
include an audit report that covers the financial statements as of and for each of the
most recent two fiscal years; refer to Rule 8-02 of Regulation S-X.
2.We note your going concern disclosure on page 14 which indicates that substantial
doubt exists regarding the registrant's ability to continue as a going concern. Please
have your independent registered public accounting firm tell us what consideration
they gave to providing an explanatory paragraph in concluding on your ability to
continue as a going concern or amend your filing to have them revise their report as
appropriate. Refer to PCAOB AS 2415.
November 4, 2024
Page 2
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Howard Efron at 202-551-3439 or Mark Rakip at 202-551-3573 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jonathan Coury