EXHIBIT 31.1

 

 

APEX 1, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

 

I, Andrew J. Zagorski, certify that:

 

1.   I have reviewed this Form 10-K/Aof APEX 1, INC.;

 

2.   Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances  under which such statements were made, not misleading with respect tothe period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant's other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant,  including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed suchinternal  control over  financial  reporting,  or caused such internal  control over  financial reporting to be designed under our  supervision,   to  provide  reasonable assurance regarding thereliability of financial reporting and the  preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

(c)  Evaluated theeffectiveness of the registrant’s' disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures,  as of the end of the period covered by this report based on suchevaluation; and

 

(d)  Disclosed inthis report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.   The registrant’sother certifying officer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)  All significant deficienciesand material weaknesses in the design or operation of internal control over  financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and

 

(b)  Any fraud,whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 

Dated: April 11, 2014

 

 /s/ Andrew J. Zagorski

Andrew J. Zagorski

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

EXHIBIT 31.2

 

 

APEX 1, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

 

I, Andrew J. Zagorski, certify that:

 

1.   I have reviewed this Form 10-K/Aof APEX 1, INC.;

 

2.   Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances  under which such statements were made, not misleading with respect tothe period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant's other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business  issuer,  including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed suchinternal  control over  financial  reporting,  or caused such internal  control over  financial reporting to be designed under our  supervision,   to  provide  reasonable assurance regarding thereliability of financial reporting and the  preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

(c)  Evaluated theeffectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures,  as of the end of the period covered by this report based on suchevaluation; and

 

(d)  Disclosed inthis report any change in the registrant's internal control over financial reporting that occurred duringthe registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;and

 

5.   The registrant's other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)  All significant deficienciesand material weaknesses in the design or operation of internal control over  financial reporting whichare reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financialinformation; and

 

(b)  Any fraud,whether or not material, that involves management or other employees who have a significant role in the registrant'sinternal control over financial reporting.

 

 

Dated: April 11, 2014

 

by: /s/ Andrew J. Zagorski

Andrew J. Zagorski

Chief Financial Officer

(Principal Financial Officer)