UNITED
STATES


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, 2009





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





For the transition period from
______to______.





APEXTALK
HOLDINGS, INC.


Exact
name of registrant as specified in Charter





Delaware
            
            333-153838
            
            26-1402471(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





637
Howard Street


San
Francisco, CA 94105


(Address
of Principal Executive Offices)


_______________





(888)
228 2829


(Issuer
Telephone number)


_______________





(Former
Name or Former Address if Changed Since Last Report)





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer 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 registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):





Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yes o  No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 20, 2009:459,706 shares of common stock.


























APEXTALK
HOLDINGS, INC.





FORM
10-Q





September
30, 2009





INDEX





PART
I-- FINANCIAL INFORMATION





Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3.
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures





PART
II-- OTHER INFORMATION





Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
















PART
I-- FINANCIAL INFORMATION





Item
1. Financial Information





Our
financial statements are as follows:











APEXTALK
HOLDINGS, INC. AND SUBSIDIARY





CONTENTS





PAGE
              1
              CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009 (UNAUDITED) AND
      DECEMBER 31, 2008.PAGE
              2
              CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
      SEPTEMBER 30, 2009 AND 2008PAGE
              3
              CONDENSED
      CONSOLIDTAED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE NINE
      MONTHS ENDED SEPTEMBER 30, 2009 AND 2008PAGE
              4
              CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER
      30, 2009 AND 2008PAGES
              5 –
      10
              NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS















APEXTALK
HOLDINGS, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED BALANCE SHEETS











September
      30,
            
            
            December
      31,2009
            
            
            2008(UNAUDITED)ASSETSCurrent
      AssetsCash
            
            $
            2,027
            
            
            $
            49,430Accounts
      receivables, net
            
            
            4,367
            
            
            
            9,201Other
      receivables, net
            
            
            1,871
            
            
            
            1,871Inventories,
      net
            
            
            -
            
            
            
            1,840Deposit
            
            
            -
            
            
            
            11,000Total
      Current Assets
            
            
            8,265
            
            
            
            73,342Property
      and equipment, net
            
            
            45,187
            
            
            
            54,252Patent,
      net
            
            
            8,969
            
            
            
            8,969Total
      Assets
            
            $
            62,421
            
            
            $
            136,563LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIENCY)LiabilitiesAccounts
      payable
            
            $
            24,889
            
            
            $
            40,266Accrued
      expenses
            
            
            61,672
            
            
            
            40,747Unearned
      Revenue
            
            
            11,403
            
            
            
            11,036Shareholder's
      loan
            
            
            1,000
            
            
            
            1,000Total
      Liabilities
            
            
            98,964
            
            
            
            93,049Stockholders'
      EquityCommon
      Stock, authorized 1,000,000,000 shares,par value $0.001,
      459,706 shares and 434,429 shares
              issued and
      outstanding, respectively
            
            
            459
            
            
            
            434Additional
      Paid in Capital
            
            
            348,678
            
            
            
            247,764Accumulated
      Deficiency
            
            
            (385,680
            )
            
            
            (204,684
            )Total
      Stockholders' Equity (Deficiency)
            
            
            (36,543
            )
            
            
            43,514Total
      Liabilities and Stockholders' Equity (Deficiency)
            
            $
            62,421
            
            
            $
            136,563





See
accompanying notes to unaudited condensed consolidated financial
statements.





1





APEXTALK
HOLDINGS, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)








Three
      Months ended
            
            
            Nine
      Months endedSeptember
      30, 2009
            
            
            September
      30, 2008
            
            
            September
      30, 2009
            
            
            September
      30, 2008Revenue
            
            $
            7,755
            
            
            $
            25,189
            
            
            $
            14,427
            
            
            $
            45,736Cost
      of services
            
            
            11,436
            
            
            
            25,355
            
            
            
            28,844
            
            
            
            42,353Gross
      profit
            
            
            (3,681
            )
            
            
            (166
            )
            
            
            (14,417
            )
            
            
            3,383Operating
      Expenses:Payroll
      expenses
            
            
            1,665
            
            
            
            1,665
            
            
            
            4,995
            
            
            
            4,995Rent
      and utilities
            
            
            1,335
            
            
            
            1,335
            
            
            
            4,005
            
            
            
            4,005Bad
      debts
            
            
            -
            
            
            
            2,080
            
            
            
            -
            
            
            
            2,080Depreciation
            
            
            3,244
            
            
            
            -
            
            
            
            9,700
            
            
            
            -Legal
      & professional fees
            
            
            20,607
            
            
            
            24,271
            
            
            
            80,379
            
            
            
            62,023Outside
      service
            
            
            7,100
            
            
            
            13,630
            
            
            
            13,488
            
            
            
            13,630Other
      operating expenses
            
            
            12,916
            
            
            
            1,351
            
            
            
            48,755
            
            
            
            10,018Total
      Operating Expenses
            
            
            46,867
            
            
            
            44,332
            
            
            
            161,322
            
            
            
            96,751Loss
      from Operations before Income Taxes
            
            
            (50,548
            )
            
            
            (44,498
            )
            
            
            (175,739
            )
            
            
            (93,368
            )Provision
      for Income Tax
            
            
            (1,219
            )
            
            
            -
            
            
            
            (5,257
            )
            
            
            (2,671
            )Net
      Loss
            
            $
            (51,767
            )
            
            $
            (44,498
            )
            
            $
            (180,996
            )
            
            $
            (96,039
            )Loss
      per Share – Basic and Diluted
            
            $
            (0.11
            )
            
            $
            (0.10
            )
            
            $
            (0.40
            )
            
            $
            (0.22
            )Weighted
      average number of common shares outstanding
              during
      the period  - Basic and Diluted
            
            
            459,706
            
            
            
            434,009
            
            
            
            447,190
            
            
            
            434,009





See
accompanying notes to unaudited condensed consolidated financial
statements.





2






APEXTALK
HOLDINGS, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY / (DEFICIENCY)








Common
      Stock
            
            
            Paid
      in
            
            
            Subscriptions
            
            
            Accumulated
            
            
            Total
              EquityShares
            
            
            Amount
            
            
            Capital
            
            
            Receivable
            
            
            Deficit
            
            
            (Deficiency)Balance,
      December 31, 2008
            
            
            434,429
            
            
            $
            434
            
            
            $
            247,764
            
            
            $
            -
            
            
            $
            (204,684
            )
            
            $
            43,514Common
      Stock issued for cash
            
            
            14,590
            
            
            
            14
            
            
            
            35,002
            
            
            
            -
            
            
            
            -
            
            
            
            35,016Common
      Stock issued for cash
            
            
            10,687
            
            
            
            11
            
            
            
            25,637
            
            
            
            -
            
            
            
            -
            
            
            
            25,648In
      kind contribution for services
            
            
            
            
            
            
            
            
            
            
            40,275
            
            
            
            -
            
            
            
            -
            
            
            
            40,275Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (180,996
            )
            
            
            (180,996
            )Balance,
      September 30, 2009
              (UNAUDITED)
            
            
            459,706
            
            
            $
            459
            
            
            $
            348,678
            
            
            $
            -
            
            
            $
            (385,680
            )
            
            $
            (36,543
            )


See
accompanying notes to unaudited condensed consolidated financial
statements.





3





APEXTALK
HOLDINGS, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)









For
      the period ended
            
            
            For
      the period endedSeptember
      30, 2009
            
            
            September
      30, 2008Cash
      Flows from Operating ActivitiesNet
      Loss
            
            $
            (180,996
            )
            
            $
            (96,039
            )Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Depreciation
            
            
            9,700
            
            
            
            1,935In
      kind contribution of services
            
            
            40,275
            
            
            
            11,160Changes
      in operating assets and liabilities:(Increase)
      / decrease in:Accounts
      receivable and other receivable
            
            
            4,834
            
            
            
            (12,861
            )Accounts
      receivable, other
            
            
            
            
            
            
            (1,871
            )Inventory
            
            
            1,840
            
            
            
            -Unearned
      Revenue
            
            
            367
            
            
            
            1,208Deposits
            
            
            11,000
            
            
            
            (10,000
            )Increase/
      (decrease) in:Accounts
      payable
            
            
            (15,377
            )
            
            
            32,642Accrued
      expenses
            
            
            20,925
            
            
            
            12,051Net
      Cash Used In by Operating Activities
            
            
            (107,432
            )
            
            
            (61,775
            )Net
      Cash flows from Investing activitiesPurchase
      of Equipment
            
            
            (635
            )
            
            
            (42,765
            )Net
      Cash Used In Investing activities
            
            
            (635
            )
            
            
            (42,765
            )Net
      Cash Flows from Financing ActivitiesProceeds
      from the sale of common stock
            
            
            25,648
            
            
            
            3,500Repayment
      of stockholder loan
            
            
            -
            
            
            
            (1,840
            )Proceeds
      from the collection of Stock Subscription receivable
            
            
            35,016
            
            
            
            85,538Net
      Cash Provided by Financing Activities
            
            
            60,664
            
            
            
            87,198Net
      Decrease in Cash
            
            
            (47,403
            )
            
            
            (17,342
            )Cash,
      Beginning of Period
            
            
            49,430
            
            
            
            139,045Cash,
      End of Period
            
            $
            2,027
            
            
            $
            121,703Supplemental
      disclosure of cash flow Information:Interest
      Paid
            
            $
            -
            
            
            $
            -Income
      Taxes Paid
            
            $
            1,600
            
            
            $
            800




See
accompanying notes to unaudited condensed consolidated financial
statements.





4





APEXTALK
HOLDINGS, INC.  AND SUBSIDIARY


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF
SEPTEMBER 30, 2009 AND 2008


(UNAUDITED)








NOTE
1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND ORGANIZATION





Apextalk,
Inc. was incorporated on November 7, 2007 under the laws of the state of
Delaware.  On November 12, 2007, Apextalk, Inc. changed their name to
Apextalk Holdings, Inc.  The Company, located in San Francisco,
California, is a holding company whose subsidiary provides various telecom
services.





Apextalk
Inc. was incorporated on June 8, 2004 under the laws of the state of
California.  The Company has integrated VoIP and wireless technology
to develop various market driven applications.





Apextalk
Holdings, Inc. completed the acquisition of Apextalk Inc. on November 16, 2007
where Apextalk Holdings, Inc. purchased all of the outstanding shares of
Apextalk Inc.  The transaction was accounted for as a combination of
entities under common control and accordingly, recorded the merger at historical
cost.  Accordingly, all shares and per share amounts have been
retroactively restated.





Apextalk
Holdings, Inc. and its wholly owned subsidiary Apextalk Inc. are hereafter
referred to as (the “Company”).




NOTE  2.     SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES





Basis of
Accounting





The
accompanying condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in The United States of
America and the rules and regulations of the Securities and Exchange Commission
for interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position and
results of operations.





It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.




Cash and Cash
Equivalents





The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.





Earnings (Loss) per
Share





Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards Board
(FASB) Accounting Standards Codification No. 260, Earnings Per
Share.  As of September 30, 2009 and 2008, there were no
diluted shares outstanding.





Income
Taxes





The
Company accounts for income taxes under FASB Accounting Standards Codification
No. 740, Income
Taxes.Under FASB Accounting Standards Codification No. 740,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
FASB Accounting Standards Codification No. 740, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.








5








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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.





Business
Segments





The
Company operates in one segment and therefore segment information is not
presented.





Revenue and Cost
Recognition





The
Company recognizes revenue on arrangements in accordance with FASB Accounting
Standards Codification No. 605, Revenue Recognition.Revenue
is recognized when amounts are earned and when the amount and timing of the
revenue can be reasonably estimated. Expenses are recognized when they occurred
and matched against revenue, as a component of costs of services in the
statement of operations in accordance with FASB Accounting Standards
Codification No. 605, Revenue
Recognition. Revenues from internet communication services are recognized
in the period such services are used by the end user.




Allowance for Doubtful
Accounts





The
Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. The
Company evaluates the trends in customers’ payment patterns, including review of
specific delinquent accounts, changes in business conditions and external
communications available about customers to estimate the level of allowance that
is needed to address potential losses that the Company may incur due to the
customer’s inability to pay.  Accounts are considered delinquent or
past due, if they have not been paid within the terms provided on the invoice.
Delinquent account balances are written off after management has determined that
the likelihood of collection is not probable. As of September 30, 2009 and
December 31, 2008, the Company has recorded an allowance for doubtful accounts
in the amounts of $2,084 and $2,084, respectively.





Inventory





Inventories
are valued at the lower of cost or market.  Cost is determined using
the first-in, first-out (FIFO) method.  As of September 30, 2009 and
December 31, 2008, purchased finished goods inventory is $0 and $1,840,
respectively.  Provision for potentially obsolete or slow moving
inventory is made based on management’s analysis of inventory levels and future
sales forecasts.





Consolidation





The books
and records of the parent company Apextalk Holdings, Inc. have been consolidated
with the records of the wholly owned subsidiaries – Apextalk Inc. as of
September 30, 2009 and 2008.  All of the material inter-company
transactions have been eliminated.





Reclassification





Certain
amounts from the prior year financial statements have been reclassified to
conform to the current year presentation.  These reclassifications had
no effect on the Company's consolidated net loss or stockholders'
deficit.








6








Property and
Equipment





Property
and equipment are stated at cost and are depreciated using 150% the
double-declining balance method over their estimated useful lives, which differ
by asset category:





•
Furniture & fixtures: 7 years


•
Equipment: 5-7 years


•
Software: 10 years


•
Leasehold improvements: 15 years





The
residual value of property and equipment is estimated to be equal to 10% of the
original cost.  Upon disposal, the assets and related accumulated
depreciation are removed from the Company’s accounts, and the resulting gains or
losses are reflected in the statements of operations.





Intangible
Assets





Intangible
assets are stated at cost and are amortized using straight-line method over
their estimated useful lives. Patent fees paid is not amortized until
approved.





Impairment of Long-lived
Assets





The
Company evaluates the recoverability of its long-lived assets, including
goodwill, on an annual basis or more frequently if indicators of potential
impairment arise. Following the criteria of FASB Accounting Standards
Codification No. 350, Intangibles-Goodwill &
Other, the Company evaluates the recoverability of its amortizable
purchased intangible assets based on an estimate of the undiscounted cash flows
resulting from the use of the related asset group and its eventual disposition.
The asset group represents the lowest level for which cash flows are largely
independent of cash flows of other assets and liabilities. Measurement of an
impairment loss for long-lived assets that the Company expects to hold and use
is based on the difference between the fair value and carrying value of the
asset. Long-lived assets to be disposed of are reported at the lower of carrying
amount or fair value less costs to sell.





Recent Accounting
Pronouncements





In May
2009, the FASB issued FASB Accounting Standards Codification No. 855, Subsequent
Events.  FASB Accounting Standards Codification No. 855
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued.  FASB Accounting Standards Codification
No. 855 sets forth (1) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, (2)
he circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.  FASB Accounting Standards
Codification No. 855 is effective for interim or annual financial periods ending
after September 15, 2009. The adoption of this FASB Accounting Standards
Codification No. 855 did not have a material effect on the Company’s financial
statements.





In June
2009, the FASB issued FASB Accounting Standards Codification No. 860, Transfers and
Servicing.  FASB Accounting Standards Codification No. 860
improves the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets.  FASB Accounting
Standards Codification No. 860 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period and for
interim and annual reporting periods thereafter.  The Company is
evaluating the impact the adoption that FASB Accounting Standards Codification
No. 860 will have on its financial statements.








7








In June
2009, the FASB issued FASB Accounting Standards Codification No. 810, Consolidation. FASB
Accounting Standards Codification No. 810 improves financial reporting by
enterprises involved with variable interest entities. FASB Accounting Standards
Codification No. 810 is effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and for interim and annual
reporting periods thereafter.  The Company is evaluating the impact
the adoption of FASB Accounting Standards Codification No. 810 will have on its
financial statements.





In June
2009, the FASB issued FASB Accounting Standards Codification No. 105, Generally Accepted Accounting
Principles.  The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles.  Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants.  FASB Accounting Standards
Codification No. 105 is effective for interim and annual periods ending after
September 15, 2009.  All existing accounting standards are superseded
as described in FASB Accounting Standards Codification No. 105.  All
other accounting literature not included in the Codification is
nonauthoritative.  The Codification is effective for us in the
third quarter of 2009.  The adoption of this guidance only affected
how specific references to GAAP literature have been disclosed in the notes to
the Company's financial statements; it did not result in any impact on the
Company's results of operations, financial condition, or cash
flows.





NOTE
3.     INCOME TAXES





The
Company accounts for income taxes under FASB Accounting Standards Codification
No. 740, Income
Taxes.Under FASB Accounting Standards Codification No. 740,
clarification is given on the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements,  FASB Accounting
Standards Codification No. 740, Income Taxes, describes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return and also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition.




NOTE
4. PROPERTY
AND EQUIPMENT





At
September 30, 2009 and December 31, 2008 property and equipment is as
follows:





September
      30, 2009
            
            
            December
      31, 2008Computer
      and Office Equipment
            
            $
            68,400
            
            
            $
            67,765Less
      accumulated depreciation
            
            
            (23,213
            )
            
            
            (13,513
            )$
            45,187
            
            
            $
            54,252





Depreciation
expense for the nine months ended September 30, 2009 and 2008 was $9,700 and
$1,935, respectively.




NOTE
5      STOCKHOLDERS’ EQUITY





Common and Preferred
Stocks





On March
31, 2009, the Company accepted subscriptions receivable of 8,340 shares through
a private offering for sale to persons who qualify as accredited investors. In
connection with this offering, the Company had a subscription receivable of
$20,016.  During the second quarter of 2009, the Company collected the
subscription receivable.





On April
19, 2009, the Company issued 4,167 shares of common stock for $10,000 in
cash.





During
June of 2009, the Company sold 6,520 shares of stock for $15,648 in
cash.





8








On June
23, 2009, the Company issued 6,250 shares to an investor for a stock
subscription receivable of $15,000. During the third quarter of 2009, the
Company collected the subscription receivable.





Reverse Stock
Split





On
November 12, 2009, the Company effectuated a 20 for 1 reverse stock
split.  As a result of the reverse stock split, unless otherwise
indicated all basic and diluted loss per share, average share, and common stock
issued and outstanding information has been adjusted to reflect the
aforementioned reverse stock split.




In Kind
Contribution




For the
nine months ended September 30, 2009, key management personnel contributed
administrative and managerial services to the Company with a fair market value
of $40,275 (See Note 6).




NOTE
6      RELATED PARTY TRANSACTIONS





The
current office space is sub-leased from one of the shareholders on a month to
month basis.  The rent expense for the nine-month ended September 30,
2009 and 2008 is $4,005 and $4,005, respectively.





The
Company entered into an agreement with Apex Telecom, shareholder of the Company,
for leasing the facility and related equipment for use in the
operation.  The monthly rate of this lease is $200 per
month.  Either party could terminate the lease by 30 day notification
to the other party.




During
the period ended September 30, 2009 and 2008, the Company accrued compensation
for key management personnel for the administrative and managerial services
rendered to the Company.  The total compensation accrued for the
nine-month ended September 30, 2009 and 2008 is $4,995 and $4,995,
respectively.




For the
nine months ended September 30, 2009, key management personnel contributed
administrative and managerial services to the Company with a fair market value
of $40,275 (See Note 5).




NOTE  7     GOING
CONCERN





As
reflected in the accompanying financial statements, the Company had a net loss
of $180,996, and used $107,432 in cash flows from operations during the nine
months ended September 30, 2009, and has an accumulated deficit of $385,680 at
September 30, 2009.  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 the Company’s ability to raise
additional capital and implement its business plan.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.




Management
believes that actions presently being taken to raise additional capital,
implement its business plan, and work closely with their potential merger
company provide the opportunity for the Company to continue as a going
concern.





NOTE  8.    STOCK
PURCHASE AGREEMENT





On
September 16, 2009, the Company's management incorporated Global Apex Holdings,
Inc. (GAHI) under the laws of the state of Delaware.  On October 13,
2009, the Company's management incorporated Global Apex, Inc. (GAI) under the
laws of the state of California.  GAHI was incorporated for the
purpose of owning all of the outstanding shares of Global Apex, Inc. (GAI) and
GAHI's shareholders will be identical to the current shareholders of the
Company.  GAI was incorporated for the purpose of being the receiving
company of certain assets to be spun-off pursuant to the stock purchase
agreement dated September 25, 2009.  As of November 12, 2009, neither
GAHI nor GAI had any transactions, owned any assets, had any stockholders and
were awaiting the close of the stock purchase agreement dated September 25, 2009
which was updated on November 12, 2009.





On
September 25, 2009, the Company, along with the newly created entities Global
Apex Holdings, Inc. and Global Apex, Inc., entered into a stock purchase
agreement for which the Company was to sell shares up to 90% of the Company's
currently outstanding shares of common stock to a group of unrelated third party
investors (Purchasers) for an aggregate purchase price of
$300,000.  Pursuant to the transaction and as additional
consideration, the Company will transfer 70% of its equity interest in Apextalk,
Inc. to Global Apex, Inc. and the remaining 30% equity interest in Apextalk,
Inc. to the Purchasers.











9





The
closing date shall take place on or before December 31, 2009.  Upon
closing and for one year after closing, as further consideration to the existing
shareholders, the Purchasers will compensate Global Apex Holdings, Inc. in cash
of $30,000 for every $1,000,000 in additional equity raised by the Company from
outside investors, of up to a total maximum additional equity of $4,000,000 in
the aggregate.  As of November 12, 2009, the Company updated the
agreement to reflect the current shares outstanding as a result of the reverse
stock split (see Note 5).  In addition, as of November 12, 2009 the
agreement has not closed and no monies have been received.





NOTE  9.     SUBSEQUENT
EVENTS





On
October 2, 2009, the Company entered into a consulting agreement with an
individual to provide consulting services related to the Company's development
of its soft switch for a fee of $1,000 per month for three months.





In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through November 12, 2009,
the date the financial statements were issued.




10





Item
2.     Management’s Discussion and Analysis
or Plan of Operation





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.




Business
Plan




We plan
on taking the following steps to implement our business plan in the next 12
months.




1.
              We
      have a signed Stock Purchase Agreement dated on September 25, 2009, with 5
      individuals from the People’s Republic of China (PRC) to purchase 90% of
      our current outstanding shares from all of our shareholders for $300,000.
      All of the existing shareholders have agreed to sell their 90% shares to
      these 5 PRC investors.
                
                The
      5 individuals have done their due diligence and agreed to deposit their
      funding into our attorney Anslow & Jaclin’s trust account for purchase
      of the Company. Up to November 4, 2009, there was $291,200 deposited into
      our attorney’s trust account.
                
                When
      the 5 individuals from PRC become the major shareholders, the existing
      board of directors will resign and new directors of the board will be
      re-elected.
                
                The
      new management will seek additional funding from overseas investors and is
      going to develop a telecommunication and related businesses in both
      hardware and software applications within China and the United States,
      also, the possibility of going into other business opportunities for the
      Company.
                
                Based
      on the Stock Purchase Agreement, the 5 PRC investors agreed to have our
      existing shareholders own 70% of the existing telecom operation under a
      new business name “Global Apex, Inc.” a California corporation. The 5
      individuals from PRC will own the remaining 30% of “Global Apex,
      Inc.”.
                
                The
      purchase agreement has indicated that the Apextalk Holdings Inc. stock
      needed to be reverse split at the ratio of 20:1. On November 12, 2009, we
      received approval from FINRA for the reverse split.
                
                We
      have setup “Global Apex, Inc.” a private company which is owned by a newly
      formed Delaware private company called “Global Apex Holdings,
      Inc.”  The shareholders and equity position of “Global Apex
      Holdings, Inc.” are structured exactly as our current Apextalk Holdings,
      Inc. before selling to the 5 individual PRC investors.
                
                These
      two (2) newly formed companies are set up according to the Stock Purchase
      Agreement, to ensure our current shareholders get the full benefit of
      selling their shares to the 5 PRC investors.
                
                With
      this new management and potential funding, the Company is intended to
      launch new product lines and new services related to the telecom industry
      for our China and US markets. One of the new product lines could be
      hardware development for VoIP calling, other services related to telecom
      consultation services, or could be in different industry.
                
                While
      our current business is still in operation and before the final closing of
      the Stock Purchase Agreement dated September 25,2009, we intend to support our current business model to launch a
      larger marketing campaign through a revised referral program to boost up
      our sales during the last quarter of 2009. We expect the total cost of the
      marketing program to range from $5,000 to
    $10,000.
 
 2.
              During
      the next 12 months, we have the possibility to work closely with the 5 PRC
      investors to come up with new hardware and new services package to attract
      new customers.  The 5 PRC investors are going to seek additional
      business ventures either related to telecom industry or products and
      services in a total different
industry.


11


3.
              At
      this moment, all functions will be coordinated and managed by the founders
      of the Company, including marketing, finance and operations. In the next
      three months, we are planning to hire two full time marketing personnel
      and four part-time employees for customer service to coordinate marketing
      efforts and technical support. The time commitment of these positions will
      depend upon the 5 PRC investors’ marketing and the availability of
      additional funding.
 
 4.
              Within
      1 year
                
                If
      the business grows as planned, we will consider opening an office in
      China, to support the 5 PRC investors in developing the Chinese market.
      With a few years’ experience, our growth rate may be able to generate 25
      net customers per day, and expect to bring in a total of 2,250 new
      customers in the last quarter and proximately 4,250 subscribers by
      the end of next 12 months.
 
 In
summary, based on our current business model that we are building, we are
expecting to sign-up approximately 4,250 subscribers, and be able to generate
approximately $600,000 revenue from our new and existing customers within
360 days.  The projections are based on our estimates only, and the result
is not yet realized.  We are only using this as our guideline to set
milestones on our progress.


We
currently generate revenues from two types of services that we are offering--
“Speed Dial,” and “Global Forwarding”.




Result of
Operations





Results of Operation for the
Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September
30, 2008





The
following table presents certain consolidated statement of operations
information for the nine months ended September 30, 2009 and 2008. The
discussion following the table is based on these results.





For
      the Nine Months ended
            
            
            For
      the Nine Months endedSeptember
      30, 2009
            
            
            September
      30, 2008Revenue
            
            $
            14,427
            
            
            $
            45,736Cost
      of services
            
            
            28,844
            
            
            
            42,353Gross
      profit
            
            
            (14,417
            )
            
            
            3,383Operating
      Expenses:Payroll
      expenses
            
            
            4,995
            
            
            
            4,995Rent
      and utilities
            
            
            4,005
            
            
            
            4,005Bad
      debts
            
            
            -
            
            
            
            2,080Depreciation
            
            
            9,700
            
            
            
            -Legal
      & professional fees
            
            
            80,379
            
            
            
            62,023Outside
      service
            
            
            13,488
            
            
            
            13,630Other
      operating expenses
            
            
            48,755
            
            
            
            10,018Total
      Operating Expenses
            
            
            161,322
            
            
            
            96,751Loss
      from Operations before Income Taxes
            
            
            (175,739
            )
            
            
            (93,368
            )Provision
      for Income Tax
            
            
            (5,257
            )
            
            
            (2,671
            )Net
      Loss
            
            $
            (180,996
            )
            
            $
            (96,039
            )Loss
      per Share – Basic and Diluted
            
            $
            (0.40
            )
            
            $
            (0.22
            )Weighted
      average number of common shares outstandingduring
      the period  - Basic and Diluted
            
            
            447,190
            
            
            
            434,009







12




Revenue:Net revenue decreased by
$31,309 or approximately 69%, from $45,736 for the nine months ended
September 30, 2008 to $14,427 for the nine months ended September 30,
2009.  Our overall net revenue decreased because of the expiration of
the wholesale minutes program.





Cost of
Services: Cost of services decreased by $13,509, or approximately 32%,
from $42,353 for the nine months ended September 30, 2008 to $28,844 for the
nine months ended September 30, 2009. The cost of services decreased because of
the decrease in wholesale minutes usage in association with the wholesale
minutes program.





Gross
profit: Gross profit decreased
by $17,800, or 527%, from $3,383 for the nine months ended September 30, 2008 to
($14,417) for the nine months ended September 30, 2009. Our gross profit
decreased mainly due to the expiration of the wholesale minutes
program.





Operating
Expenses: Operating expenses
were $96,751 for the nine months ended September 30, 2008, compared to
$161,322 for the nine months ended September 30, 2009.  This
represents an increase of $64,571, or approximately 67%, primarily due to the
increase in legal & professional services associated with our SEC filings,
an increase in depreciation of fixed assets, and an increase in the other
operating expenses which represent the expensing of the in-kind contribution of
services by the directors.





Net
Loss: Net
loss was $96,039 for the nine months ended September 30, 2008, compared to
$180,996 for the nine months ended September 30, 2009, an increase of
$84,957 or approximately 89%. Our net loss increased because of the loss of
profit related to the  wholesale minutes program, the increase in
legal & professional services associated with our SEC filings, an increase
in depreciation of fixed assets, and an increase in the other operating expenses
which represent the expensing of the in-kind contribution of services by the
directors.


Results of Operation for the
Three Months Ending September 30, 2009 Compared to the Three Months Ending
September 30, 2008





The
following table presents certain consolidated statement of operations
information for the three months ended September 30, 2009 and 2008. The
discussion following the table is based on these results.





For
      the three months ended
            
            
            For
      the three months endedSeptember
      30, 2009
            
            
            September
      30, 2008Revenue
            
            $
            7,755
            
            
            $
            25,189Cost
      of services
            
            
            11,436
            
            
            
            25,355Gross
      profit
            
            
            (3,681
            )
            
            
            166Operating
      Expenses:Payroll
      expenses
            
            
            1,665
            
            
            
            1,665Rent
      and utilities
            
            
            1,335
            
            
            
            1,335Depreciation
            
            
            3,244
            
            
            
            -Legal
      & professional fees
            
            
            20,607
            
            
            
            24,271Outside
      service
            
            
            7,100
            
            
            
            13,630Other
      operating expenses
            
            
            12,916
            
            
            
            1,351Total
      Operating Expenses
            
            
            46,867
            
            
            
            44,332Loss
      from Operations before Income Taxes
            
            
            (50,548
            )
            
            
            (44,498
            )Provision
      for Income Tax
            
            
            (1,219
            )
            
            
            -Net
      Loss
            
            $
            (51,767
            )
            
            $
            (44,498
            )Loss
      per Share – Basic and Diluted
            
            $
            (0.11
            )
            
            $
            (0.10
            )Weighted
      average number of common shares outstandingduring
      the period  - Basic and Diluted
            
            
            459,706
            
            
            
            434,009





Revenue:Net revenue decreased by
$17,434 or approximately 70%, from $25,189 for the three months ended
September 30, 2008 to $7,755 for the three months ended September 30,
2009.  Our overall net revenue decreased because of the expiration of
the wholesale minutes program.





Cost of
Services: Cost of services decreased by $13,919, or approximately 55%,
from $25,355 for the three months ended September 30, 2008 to $11,436 for the
three months ended September 30, 2009. The cost of revenue decreased because of
the decrease in the wholesale minutes usage in association with the wholesale
minutes program.





Gross
profit: Gross profit decreased
by $3,847, or 2318%, from $166 for the three months ended September 30, 2008 to
($3,681) for the three months ended September 30, 2009. Our gross profit
decreased mainly due to the expiration of the wholesale minutes
program.







13




Operating
Expenses: Operating expenses
were $44,332 for the three months ended September 30, 2008, compared to
$46,867 for the three months ended September 30, 2009.  This
represents an increase of $2,535, or approximately 6% and is mainly due to an
increase in the other operating expenses which represent the expensing of the
in-kind contribution of services by the directors.





Net
Loss: Net
loss was $44,498 for the three months ended September 30, 2008, compared to
$51,767 for the three months ended September 30, 2009, an increase of
$7,269 or approximately 17%. Our net loss increased primarily due to the
loss of profit from the wholesale minutes program.





Liquidity and Capital
Resources





As of
September 30, 2009, the Company has cash of $2,027, as compared to $49,430 at
December 31, 2008. The decrease in cash was related to funding the business
operation for the nine months ended September 30, 2009. As of September 30,
2009, the Company had accounts receivable of $4,367 as compared to $9,201 at
December 31, 2008. The decrease in accounts receivable was related to the
decrease in sales for the nine months ended September 30, 2009 as compared to
the same period of 2008.We believe that we will need additional funding to
satisfy our cash requirements for the next twelve months. Completion of our plan
of operation is subject to attaining adequate revenue and additional investor
funding. We cannot assure investors that additional financing will be available.
In the absence of additional financing, we may be unable to proceed with our
business plan.





We do not
currently have any commitments for capital expenditures. We are expecting to
close the Stock Purchase Agreement with the 4th
quarter of 2009, we believe we will have additional outside capital of $120,000
to fully implement our business model.




Going
Concern





As
reflected in the accompanying financial statements, the Company had a net loss
of $180,996, and used $107,432 in cash flows from operations during the nine
months ended September 30, 2009, and has an accumulated deficit of $385,680 at
September 30, 2009.  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 the Company’s ability to raise additional capital
and implement its business plan. The current financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.




Off-Balance Sheet
Arrangements





We have
never entered into any off-balance sheet financing arrangements and have never
established any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.





Critical Accounting
Policies





The
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates based on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.





A summary
of significant accounting policies is included in Note 2 to the audited
consolidated financial statements included in this annual report. Management
believes that the application of these policies on a consistent basis enables us
to provide useful and reliable financial information about our Company's
operating results and financial condition.





Recent Accounting
Pronouncements





In May
2009, the FASB issued FASB Accounting Standards Codification No. 855, Subsequent
Events.  FASB Accounting Standards Codification No. 855
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued.  FASB Accounting Standards Codification
No. 855 sets forth (1) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, (2)
he circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.  FASB Accounting Standards
Codification No. 855 is effective for interim or annual financial periods ending
after September 15, 2009. The adoption of this FASB Accounting Standards
Codification No. 855 did not have a material effect on the Company’s financial
statements.






14






In June
2009, the FASB issued FASB Accounting Standards Codification No. 860, Transfers and
Servicing.  FASB Accounting Standards Codification No. 860
improves the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets.  FASB Accounting
Standards Codification No. 860 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period and for
interim and annual reporting periods thereafter.  The Company is
evaluating the impact the adoption that FASB Accounting Standards Codification
No. 860 will have on its financial statements.




In June
2009, the FASB issued FASB Accounting Standards Codification No. 810, Consolidation. FASB
Accounting Standards Codification No. 810 improves financial reporting by
enterprises involved with variable interest entities. FASB Accounting Standards
Codification No. 810 is effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and for interim and annual
reporting periods thereafter.  The Company is evaluating the impact
the adoption of FASB Accounting Standards Codification No. 810 will have on its
financial statements.




In June
2009, the FASB issued FASB Accounting Standards Codification No. 105, Generally Accepted Accounting
Principles.  The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles.  Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants.  FASB Accounting Standards
Codification No. 105 is effective for interim and annual periods ending after
September 15, 2009.  All existing accounting standards are superseded
as described in FASB Accounting Standards Codification No. 105.  All
other accounting literature not included in the Codification is
nonauthoritative.  The Codification is effective for us in the third
quarter of 2009.  The adoption of this guidance only affected how
specific references to GAAP literature have been disclosed in the notes to the
Company's financial statements; it did not result in any impact on the Company's
results of operations, financial condition, or cash flows.




Item
3.      Quantitative and Qualitative Disclosures
About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item
4T.    Evaluation of Disclosure Controls and Procedures





a)  
Evaluation of Disclosure
Controls. Our Chief Executive Officer and Chief Accounting Officer
evaluated the effectiveness of our disclosure controls and procedures as of the
end of our third fiscal quarter 2009 pursuant to Rule 13a-15(b) of the
Securities and Exchange Act.  Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
as appropriate to allow timely decisions regarding required disclosure. Based on
his evaluation, our Chief Executive Officer and Chief Accounting Officer
concluded that our disclosure controls and procedures were effective as of
September 30, 2009.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all
potential future conditions.





(b)
  Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. Our management team will
continue to evaluate our internal control over financial reporting in 2009 as we
implement our Sarbanes Oxley Act testing.






15







PART
II - OTHER INFORMATION





Item 1. Legal
Proceedings.





We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.





Item
1A. Risk Factors





Not
applicable because we are a smaller reporting company.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





On March
31, 2009, the Company accepted subscriptions receivable of 8,340 shares through
a private offering for sale to persons who qualify as accredited
investors.  In connection with this offering, the Company has a
subscription receivable of $20,016.  During the second quarter of
2009, the Company collected the subscription receivable.





On April
19, 2009, the Company issued 4,167 shares of common stock for $10,000
cash.





During
June of 2009, the Company sold 6,520 shares of stock for $15,648 in
cash.





On June
23, 2009, the Company issued 6,250 shares to an investor for a stock
subscription receivable of $15,000





Item
3. Defaults Upon Senior Securities.





None




Item
4. Submission of Matters to a Vote of Security Holders.





With the
written consent of the majority shareholders in lieu of a special meeting, the
Company effectuated a 20 for 1 reverse split on its issued and outstanding
common stock on November 12, 2009.





Item
5. Other Information.





None





Item
6. Exhibits.





(a)        
Exhibits





31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002





31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002





32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002





32.2 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002








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, there unto duly
authorized.





APEXTALK
      HOLDINGS, INC.RegistrantDate: November
      20, 2009
            
            By:
      /s/ Tony
      LiTony
      LiChief
      Executive Officer





Date:
      November 20, 2009
            
            By:
      /s/ Spencer
      LuoChief
      Financial and Accounting Officer








16