The accompanying notes are an integral part of these financial ~~statements~~statements.

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 ~~affect~~effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

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.

Revenue Recognition — ~~If the Company commences operations, revenue will be~~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.

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.

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.

The 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. The Company believes that it does not have any uncertain tax positions that are material to the financial statements.

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.

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. ~~There can be no assurance that the Company will have the~~The Company's ability to raise additional capital through the future issuance of common ~~stock.~~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 Company'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.

Subsequent Events — The Company has evaluated subsequent events and has identified ~~only the event in note 5~~none requiring recognition or disclosure.

As of December 31, 2018, the Company has a receivable of $1,042 from its controlling stockholder and this receivable was repaid subsequent to December 31, 2018. The receivable is related to advances to fund operations, was fully paid in May 2019, and was non-interest bearing.

Preferred Stock – The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of December 31, ~~2019~~2020 and ~~2018,~~2019, no shares of preferred stock have been issued.

Common Stock – The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock. As of December 31, 2020 and 2019, 25,927,384 and ~~2018,~~ 21,534,014 ~~and 15,647,216~~ shares were issued and outstanding, respectively.

During the year ended December 31, 2020, the Company issued 4,393,370 shares of common stock to its controlling stockholder for settlement of $20,174 of accrued liabilities.

During the year ended December 31, 2019, the Company ~~issued~~sold 5,886,798 shares of common stock to its controlling stockholder ~~in exchange~~ for settlement of $27,031 ~~in accounts payable. During the year ended December 31, 2018, the Company issued 5,647,216 shares~~ of ~~common stock to its controlling stockholder in exchange for settlement of $25,931 in accounts payable.~~accrued liabilities.

Significant components of the Company's deferred income tax assets and liabilities are as follows at December 31:

At December 31, ~~2019,~~2020, the Company had approximately ~~$70,000~~$95,000 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 $6,442 and $12,242 in 2020 and ~~$5,862 in~~ 2019, ~~and 2018,~~ respectively.

The 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 ~~2019~~2020 and ~~2018.~~2019.

The Company has evaluated subsequent events pursuant to ASC Topic 855 from the balance sheet date through the date the financial statements were issued and determined there are no events to disclose.

On January 30, 2020, the World Health Organization ~~(WHO) announced~~declared the coronavirus outbreak a ~~global health emergency because~~“Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a ~~new strain~~pandemic. Actions taken around the world to help mitigate the spread of the coronavirus ~~originating~~include restrictions on travel, and quarantines in ~~Wuhan, China (the COVID-19 outbreak)~~certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the ~~risks~~economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, and operations. Currently,company, the Company is ~~not expecting any negative impact from~~anticipating potential reductions in revenue, labor and supply shortages, difficulty meeting debt covenants, delays in collecting accounts receivable and paying liabilities and changes in the ~~pandemic because~~fair value of assets and liabilities.

Additionally, it is reasonably possible that estimates made in the ~~market for public shell companies appears~~financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including potential credit losses on receivables and investments; impairment losses related to ~~remain strong.~~capitalized gaming assets and other long-lived assets; and contingent obligations.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls were not effective as of the end of the period covered by this report.

~~MANAGEMENT’S~~MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2019.~~2020. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, ~~2019~~2020 (the “Evaluation Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:

 Limited or no segregation of duties and lack of multiple levels of supervision and review.

Management believes that the material weaknesses set forth in the four items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

 We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This Annual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

Our directors and executive officer, and his age as of ~~October 27, 2020,~~August 24, 2021, are as follows:

The following describes the business experience of each of our directors and executive officers, including other directorships held in public reporting companies, if any:

Set forth below is the biographical information about the director and executive officers:

Mr. Iarocci is our President, Chief Executive Officer, and a member of our Board of Directors. Mr. Iarocci has been the President and a member of the Board of Directors of Du Lac since September 2012. Mr. Iarocci has worked in the securities industry as an investment advisor and an administrator for 38 years. He is the owner of Investment Group, Inc. Mr. Iarocci has been an independent contractor of Wedbush Securities and registered as a securities representative with FINRA since December 2011. For the prior 30 years, Mr. Iarocci was a Vice President, then Senior Vice President and principal with Wedbush Securities. From 1978 to 1981, Mr. Iarocci was a registered representative for Dean Witter Reynolds (now Morgan Stanley) and became a Vice President, Investments during his tenure there. He graduated with a bachelor’s degree in government from the University of Notre Dame. Mr. Iarocci completed his education with a MBA from the University of Chicago with a concentration in finance.

Mr. Schnaus is a member of our Board of Directors. Michael J. Schnaus is an independent consultant providing advisory services in mergers and acquisitions, joint ventures, and strategic alliances. Previously, Mr. Schnaus was the Senior Vice President of Corporate Development at Entrust Datacard Corporation until September 2016. Mr. Schnaus had been an executive with the company since 1997 and was responsible for mergers and acquisitions, joint ventures, and strategic alliances with outside companies on a global basis. Mr. Schnaus has over 33 years of experience in corporate development and finance, including with Alliant Techsystems (formerly Honeywell) from 1991 to 1997, and other publicly held companies in Los Angeles and Phoenix. Mr. Schnaus currently is a member of the Board of Directors of Du Lac. Previously, Mr. Schnaus served on the Board of Directors of other private companies in the United States, the United Kingdom, and Australia. Mr. Schnaus earned a bachelor’s degree in accounting from the University of Notre Dame and an MBA with concentrations in accounting and finance from UCLA.

All of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation, or removal.

There are no family relationships among any of the Company’s directors and officers.

The Company’s Board of Directors is currently composed of two members, Anthony J. Iarocci and Michael J. Schnaus.

We do not have a standing nominating, compensation, or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit committee financial expert” on our board of directors as that term is defined by Item 407(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended June 30, 2016, to our knowledge, all Section 16(a) forms required to be filed with the SEC were filed.

Since our inception, all compensation decisions have been made by our Board of Directors. The primary objective of our compensation policies and programs with respect to executive compensation is to serve our shareholders by attracting, retaining and motivating talented and qualified individuals to manage and lead our business. We will focus on providing a competitive compensation package that provides significant short and long-term incentives for the achievement of measurable corporate and individual performance objectives.

Base salary. We will seek to provide our senior management with a level of base salary in the form of cash compensation appropriate to their roles and responsibilities. Base salaries for our executives will be established based on the executive’s qualifications, experience, scope of responsibilities, future potential and past performance and cash available to pay executive compensation. Base salaries will be reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account an individual's responsibilities, performance, and experience. We will consider four factors in determining the base salaries of our named executive officers. These four factors are, in order of significance, (1) creating an incentive to achieve corporate goals, (2) individual performance, (3) cash available to pay compensation and (4) the total compensation each executive officer previously received while employed with us, if any. We have not paid any executive compensation in the form of base salary to our management during the years ended December 31, ~~2019~~2020 or ~~2018.~~2019.

Incentive cash bonuses. Our practice will be to seek to award incentive cash bonuses to our executive officers based upon their individual performance, as well as our overall business and strategic objectives. In determining the amount of cash bonuses paid to our named executive officers, we will consider the same four factors as in determining their base salaries. We expect that our Board of Directors will adopt formal processes for incentive cash bonuses during the next 24 months and will utilize incentive cash bonuses to reward executives for achieving corporate financial and operational goals and for achieving individual performance objectives. To date, we have not paid any incentive cash bonuses to our management.

Long-term equity compensation. We believe that successful long-term performance is achieved through an ownership culture that encourages long-term performance by our executive officers through the use of stock and stock-based awards. We intend to establish equity incentive plans to provide our employees, including our executive officers, with incentives to help align those employees’ interests with the interests of our shareholders.

We expect that our incentive plans will permit the grant of stock options, restricted shares and other stock awards to our executive officers, employees, consultants, and non-employee board members. When we hire executive officers in the future, we expect to grant them stock-based awards that will generally vest over a five-year period. We believe that stock-based awards provide an incentive for these officers to continue their employment with us, provide our executive officers with an opportunity to obtain an ownership interest in our company and encourage them to focus on our long-term profitable growth. We believe that the use of long-term equity compensation will promote our overall executive compensation objectives and expect that equity incentives will be an important source of compensation for our executives. In determining amounts awarded to our executive officers under our incentive plans, we will consider the same four factors (and use the same method of measurement) as in determining base salary. The third factor (cash available) has an indirect effect when determining long-term equity compensation. Specifically, to the extent that this factor causes us not to pay base salary or cash bonuses, it points toward providing long-term equity compensation. We have not issued any long-term equity compensation to our management during the years ended December 31, ~~2019~~2020 or ~~2018.~~2019.

Other compensation. When we hire executive officers, our executive officers will be eligible to receive the same benefits, including non-cash group life and health benefits that are available to all employees. We may offer a 401(k) plan to our employees, including our executive officers. This plan will permit employees to make contributions up to a statutory maximum and will permit us to make matching or profit-sharing contributions. To date, we have not offered to our employees any benefit plans, including but not limited a 401(k) plan or made, or committed to make, any matching or profit-sharing contributions under a 401(k) plan.

Guidelines for equity awards. We have not formalized a policy as to the amount or timing of equity grants to our executive officers. We expect, however, that our board of directors will approve and adopt guidelines for equity awards. Among other things, we expect that the guidelines will specify procedures for equity awards to be made under various circumstances, address the timing of equity awards in relation to the availability of information about us and provide procedures for grant information to be communicated to and tracked by our finance department. As of the date of this report, we have not established a finance department. We anticipate that the guidelines will require that any stock options or stock appreciation rights have an exercise or strike price not less than the fair market value of our common stock on the date of the grant.

Stock ownership guidelines. As of the date of this report, we have not established stock ownership guidelines for our executive officers or the Board of Directors.

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers, unless such compensation qualifies as performance-based compensation. Among other things, in order to be deemed performance-based compensation for Section 162(m) purposes, the compensation must be based on the achievement of pre-established, objective performance criteria and must be pursuant to a plan that has been approved by our shareholders. At least for the next several years, we expect the cash compensation paid to our executive officers to be below the threshold for non-deductibility provided in Section 162(m), and our equity incentive plans will afford our board of directors with the flexibility to make a variety of types of equity awards to our executive officers, the deductibility of which will not be limited under Section 162(m). However, our board of directors will fashion our future equity compensation awards. However, we do not now know whether any such awards will satisfy the requirements for deductibility under Section 162(m).

We also currently intend for our executive compensation program to satisfy the requirements of Internal Revenue Code Section 409A, which addresses the tax treatment of certain nonqualified deferred compensation benefits.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the Company’s officer during the years ended December 31, ~~2019~~2020 and ~~2018~~2019 for services to the Company.

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Compensation of Directors

The following table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company’s director during the years ended December 31, ~~2019~~2020 and ~~2018~~2019 for services to the Company.

Name	Year Ended & Period Ended	Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)				Option Awards ($)			~~Non-~~ ~~Equity~~ ~~Incentive~~ ~~Plan~~ ~~Compensation~~ ~~($)~~		~~Change in~~ ~~Pension Value~~ ~~and Nonqualified~~ ~~Deferred~~ ~~Compensation~~ ~~Earnings~~ ~~($)~~			~~All Other~~Non- Equity Incentive Plan Compensation ($)		~~Total~~Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Anthony	2020		-				-				-				-				-				-
Iarocci	2019		-				-		-		-		-		-		-
~~Iarocci~~	~~2018~~	-		-						-		-		-		-		-

~~Michael~~	~~2019~~
Michael	2020		-		-		-		-		-		-		-
~~Schnauss~~	~~2018~~	-		-		-		-		-				-
Schnauss	2019		-				-				-				-				-		-		-

Employment Agreements and Benefits

We currently have one employee, Mr. Anthony J. Iarocci. There is no executive employment agreement between him and the Company.

Potential Payments Upon Termination or Change in Control

As of the date of this report, there were no potential payments or benefits payable to our executive officer upon his termination or in connection with a change in control.

Pension Benefits

No named executive officer received or held pension benefits during the years ended December 31, ~~2019~~2020 and ~~2018.~~2019.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to our executive officer for the years ended December 31, ~~2019~~2020 and ~~2018.~~2019.

Grants of Plan-Based Awards

During the years ended December 31, ~~2019~~2020 and ~~2018,~~2019, we have not granted any plan-based awards to our executive officer.

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Outstanding Equity Awards

No unexercised options or warrants were held by our named executive officer during the years ended December 31, ~~2019~~2020 and ~~2018.~~2019. No equity awards were made during the years ended December 31, ~~2019~~2020 and ~~2018.~~2019.

Option Exercises and Stock Vested

During the years ended December 31, ~~2019~~2020 and ~~2018,~~2019, our executive officer has neither been granted any options, nor did any unvested stock or options granted to our executive officer vest. As of the date of this report, our executive officer did not have any stock options or unvested shares of stock of the Company.

Compensation Committee Interlocks and Insider Participation

During the years ended December 31, ~~2019~~2020 and ~~2018,~~2019, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.

Employment Agreements

We have not entered into an employment agreement with our executive officer. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.

Equity Incentive Plan

We expect to adopt an equity incentive plan. The purpose of the plan is to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals, and to more closely align these persons' interests with those of our other shareholder by providing them with a proprietary interest in our growth and performance. Our future executive officers, employees, consultants, and non-employee directors will be eligible to participate in the plan. We have not determined the number of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, ~~2019~~2020 for:

●

each person or group known to us to beneficially own 5% or more of our common stock;

●

each of our directors and director nominees;

●

each of our named executive officers; and

●

all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address 8217 East Spanish Boot Road, Carefree, Arizona 85377.

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The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after ~~October 27,~~August 24, 2020, through the exercise of any stock option, warrant, or other right.

Beneficial Owner

Number of
Shares

Beneficially
Owned

Percentage

of Shares

Outstanding

Number of
Shares

Beneficially
Owned

Percentage

of Shares

Outstanding

Anthony J. Iarocci

21,534,014

100.00%

25,927,384

100.00%

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions With Related Persons, Promoters And Certain Control Persons

~~As of~~During the year ended December 31, ~~2018,~~2020, the Company ~~has a receivable~~sold 4,393,370 shares of ~~$1,042 from~~common stock to its controlling stockholder ~~and this receivable was repaid subsequent to~~for $20,174.

During the year ended December 31, ~~2018. The receivable is related~~2019, the Company sold 5,886,798 shares of common stock to ~~advances to fund operations, was fully paid in May 2019, and was non-interest bearing.~~its controlling stockholder for $27,031.

The Company does not own or rent property. The office space is provided by an officer at no charge. The value of such office space is nominal.

Director Independence

We do not have a standing nominating, compensation, or audit committee. Rather, the board of directors performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Apex 11 Inc., 8217 East Spanish Boot Road, Carefree, Arizona 85377, t (480) 619-1575.

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services for year ended December 31, ~~2019~~2020 and the year ended December 31, ~~2018.~~2019.

	Year Ended December 31, 2019		Year Ended December 31, 2018		Year Ended December 31, 2020		Year Ended December 31, 2019

Audit Fees	$	6,500	$	6,500	$	37,500	$	6,500
Audit-Related Fees		-		-		-		-
Tax Fees		-		-		-		-
All Other Fees		-		-		-		-

Total Audit and Audit-Related Fees	$	6,500	$	6,500	$	37,500	$	6,500

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Item 15. Exhibits.

(a) Exhibits

The following exhibits are filed with this Report on Form 10-K:

Exhibit No.		Description

3.1		Articles of Incorporation, as currently in effect*

3.2		Bylaws, as currently in effect*

31.1		302 Certification – Anthony J. Iarocci

32.1		906 Certification – Anthony J. Iarocci

101.INS		XBRL Instance Document

101.SCH		XBRL Instance Schema

101.CAL		XBRL Instance Calculation Linkbase

101.DEF		XBRL Instance Definition Linkbase

101.LAB		XBRL Instance Label Linkbase

101.PRE		XBRL Instance Presentation Linkbase

* Included as an Exhibit to our Registration Statement on Form 10 filed on June 4, 2013

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2422^thnd day of ~~June~~November 2021.

APEX 11 INC.

By: /s/ Anthony J. Iarocci

Anthony J. Iarocci

CEO, President and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

*/s/ Anthony J. Iarocci* Anthony J. Iarocci	President, Chief Executive Officer, (Principal Executive Officer), Secretary, Treasurer (Principal Financial and Accounting Officer), Chairman	~~June 24,~~ November 22, 2021

*/s/ Michael J. Schnaus* Michael J. Schnaus	Director	~~June 24,~~November 22, 2021

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~~Table of Contents~~

~~Apex 11 Inc.~~

~~Index to Exhibits~~

~~Exhibits~~		~~Description~~

~~Exhibit 31.1~~		~~302 Certification – Anthony J. Iarocci~~

~~Exhibit 32.1~~		~~906 Certification – Anthony J. Iarocci~~

~~-35-~~

(Mark One)
x ☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2019~~2020
OR
o ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from ______________ to ~~______________________.~~______________.

Large accelerated filer o☐		Accelerated filer o☐
Non-accelerated filer o☐ (Do not check if smaller reporting company)		Smaller reporting company x☒
		Emerging growth company o☐

PART I	1
Item 1. Business.	1
Item 1A. Risk Factors.	2
Item 1B. Unresolved Staff Comments.	2
Item 2. Properties.	2 3
Item 3. Legal Proceedings.	2 3
Item 4. Mine Safety Disclosures	2 3
PART II	3 4
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	3 4
Item 6. Selected Financial Data.	3 4
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	3 4
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	10 8
Item 8. Financial Statements and Supplementary Data.	10 8
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. ~~Disclosure~~.	25 17
Item 9A. Controls and Procedures.	25 17
Item 9B. Other Information.	27 18
PART III	28 19
Item 10. Directors, Executive Officers, and Corporate Governance.	28 19
Item 11. Executive Compensation.	31 21
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	35 24
Item 13. Certain Relationships and Related Transactions, and Director Independence.	36 24
Item 14. Principal Accountant Fees and Services.	36 25
Item 15. Exhibits.	37 26
SIGNATURES	38 27

	As of			As of			As of			As of
	December 31, 2019			December 31, 2018			December 31, 2020			December 31, 2019

Cash	$	0		$	0		$	0		$	0
Accumulated (Deficit)		(67,903	)		(41,906	)	$	(94,776	)	$	(69,903	)
Current Liabilities	$	0		$	76		$	4,699		$	0

	2019			2018
ASSETS

Receivable from controlling stockholder	$	—		$	1,042

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accrued expenses	$	—		$	76

Stockholders' EQUITY
Preferred stock; $.0001 par value; 5,000,000 shares authorized;
none issued and outstanding		—			—
Common stock; $.0001 par value; 100,000,000 shares authorized;
21,534,014 and 15,647,216 issued and outstanding, respectively		2,153			1,565
Additional paid-in capital		67,750			41,307
Accumulated deficit		(69,903	)		(41,906	)

Total stockholders' equity		—			966

Total liabilities and stockholders' equity	$	—		$	1,042

	2020			2019

TOTAL ASSETS	$	—		$	—

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITES

Accrued Liabilities	$	4,699		$	—

STOCKHOLDERS (DEFICIENCY)
Preferred stock; $.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Common stock; $.0001 par value; 100,000,000 shares authorized; 25,927,384 and 21,534,014 issued and outstanding, respectively		2,592			2,153
Additional paid-in capital		87,485			67,750
Accumulated deficit		(94,776	)		(69,903	)

Total stockholders' (deficiency)		(4,699	)		—

Total liabilities and stockholders' (deficiency)	$	—		$	—

					Additional												Additional
	Common Stock				Paid-in		Accumulated						Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total			Shares		Amount		Capital		Deficit			Total

Balances, JANUARY 1, 2018		10,000,000	$	1,000	$	15,941	$	(19,271	)	$	(2,330	)
Issuance of common stock		5,647,216		565		25,366		25,931
Net loss		--		--		--		(22,635	)		(22,635	)

Balances, December 31, 2018		15,647,216		1,565		41,307		(41,906	)		966
Balances, JANUARY 1, 2019														15,647,216	$	1,565	$	41,307	$	(41,906	)	$	966
Issuance of common stock		5,886,798		588		26,443		-			27,031			5,886,798		588		26,443		—			27,031
Net loss		--		--		--		(27,997	)		(27,997	)		—		—		—		(27,997	)		(27,997	)

Balances, December 31, 2019		21,534,014	$	2,153	$	67,750	$	(69,903	)	$	—			21,534,014		2,153		67,750		(69,903	)		—

Issuance of common stock in settlement of stockholder payable														4,393,370		439		19,735		—			20,174
Net loss														—		—		—		(24,873	)		(24,873	)

Balances, December 31, 2020														25,927,384	$	2,592	$	87,485	$	(94,776	)	$	(4,699	)

	2019			2018
OPERATING ACTIVITIES
Net loss	$	(27,997	)	$	(22,635	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Cash advances on controlling stockholder payable		—			24,494
Repayment of controlling stockholder payable		1,042			—
Issuance of common stock in settlement of controlling
stockholder payable		27,031			—
Changes in operating assets and liabilities:
Accrued expenses		(76	)		(1,859	)
Cash flows from operating activities		—			—

Cash flows from investing activities		—			—

Cash flows from financing activities		—			—

NET CHANGE IN CASH AND CASH EQUIVALENTS		—			—

CASH AND CASH EQUIVALENTS, Beginning of year		—			—

CASH AND CASH EQUIVALENTS, End of year	$	—		$	—

NON CASH FINANCING ACTIVITY
Issuance of common stock in settlement of
stockholder payable	$	27,031		$	25,931
Receivable recorded as a result of sale
of common stock to controlling stockholder	$	—		$	1,042

Name	Age	Principal Positions With Us

Anthony J. Iarocci	66 67	President, Secretary, Treasurer and Director

Michael J. Schnaus	66 67	Director


	2.		any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


	3.		being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:


		i.	acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;


		iii.	engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


	4.		being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;


	6.		being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;


	7.		being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:


		i.	any Federal or State securities or commodities law or regulation; or


		ii.	any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or


		iii.	any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


	8.		being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name	Position	Year Ended & Period Ended	Salary Paid ($)				Bonus ($)			~~Stock~~ ~~Awards~~ ~~($)~~		~~Option~~Stock Awards ($)			~~Non-~~Option ~~Equity~~ ~~Incentive~~ ~~Plan~~ ~~Compensation~~ Awards ($)		~~All~~Non- ~~Other~~Equity ~~Compensation~~Incentive Plan Compensation ($)		~~Total~~All Other Compensation ($)		Total ($)

~~Anthony~~		~~2019~~
Anthony		2020		-		-		-		-	-		-	-
~~Iarocci~~		~~2018~~-			-				-
Iarocci		2019		-		-		-			-			-		-		-		-

~~Michael~~		~~2019~~
Michael		2020		-		-		-		-	-		-	-
~~Schnaus~~		~~2018~~-			-				-
Schnaus		2019		-		-		-		-	-