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 March 31, 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 May 20, 2009: 8,938,710 shares of common stock.
  
 
  
   APEXTALK
HOLDINGS, INC.
  FORM
10-Q
  March
31, 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
      and Reports on Form 8-K
   
     Item 1. Financial
Information
  ITEM 6. FINANCIAL STATEMENTS
 
 
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 
 
 CONTENTS
   PAGE           1
                  CONDENSED
      CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2009 UNAUDITED)
      AND DECEMBER 31, 2008 (AUDITED)PAGE           2
                  CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIOD ENDED MARCH 31, 2009
      AND 2008 (UNAUDITED)
 
 PAGE           3
                CONDENSED
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE
      PERIOD ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)
 
 PAGE           4
                  CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 2009
      AND 2008 (UNAUDITED)PAGES    5
      – 9
                  NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
 
 
 
 
 
   APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 
 
 March
      31,
                                          
                                          
                                          December
      31,2009
                                          
                                          
                                          2008(Unaudited)ASSETSCurrent
      AssetsCash
                                          
                                          $
                                          3,410
                                          
                                          
                                          $
                                          49,430Accounts
      receivables, net
                                          
                                          
                                          1,948
                                          
                                          
                                          
                                          9,201Other
      receivables, net
                                          
                                          
                                          1,871
                                          
                                          
                                          
                                          1,871Inventories,
      net
                                          
                                          
                                          1,840
                                          
                                          
                                          
                                          1,840Deposit
                                          
                                          
                                          10,000
                                          
                                          
                                          
                                          11,000Total
      Current Assets
                                          
                                          
                                          19,069
                                          
                                          
                                          
                                          73,342Property and equipment, net
                                          
                                          
                                          51,040
                                          
                                          
                                          
                                          54,252Patent,
      net
                                          
                                          
                                          8,969
                                          
                                          
                                          
                                          8,969Total
      Assets
                                          
                                          $
                                          79,078
                                          
                                          
                                          $
                                          136,563LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIENCY)LiabilitiesAccounts
      payable
                                          
                                          $
                                          43,696
                                          
                                          
                                          $
                                          40,266Accrued
      expenses
                                          
                                          
                                          48,537
                                          
                                          
                                          
                                          40,747Unearned
      Revenue
                                          
                                          
                                          11,964
                                          
                                          
                                          
                                          11,036Shareholder's
      loan
                                          
                                          
                                          1,000
                                          
                                          
                                          
                                          1,000Total
      Liabilities
                                          
                                          
                                          105,197
                                          
                                          
                                          
                                          93,049Stockholders'
      EquityCommon
      Stock, authorized 1,000,000,000 shares,par value $0.001, 8,855,375 shares and 8,688,575 shares
                                            issued
      and outstanding, respectively
                                          
                                          
                                          8,856
                                          
                                          
                                          
                                          8,689Additional
      Paid in Capital
                                          
                                          
                                          273,533
                                          
                                          
                                          
                                          239,509Subscriptions
      Receivable
                                          
                                          
                                          (20,016
                                          )
                                          
                                          
                                          -Accumulated
      Deficiency
                                          
                                          
                                          (288,492
                                          )
                                          
                                          
                                          (204,684
                                          )Total
      Stockholders' Equity (Deficiency)
                                          
                                          
                                          (26,119
                                          )
                                          
                                          
                                          43,514Total
      Liabilities and Stockholders' Equity (Deficiency)
                                          
                                          $
                                          79,078
                                          
                                          
                                          $
                                          136,563
 
 
 See
accompanying notes to condensed consolidated financial statements.
 -1-
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
  
  For
      the period ended
                              
                              
                              For
      the period endedMarch
      31, 2009
                              
                              
                              March
      31, 2008Revenue
                              
                              $
                              3,126
                              
                              
                              $
                              2,505Cost
      of services
                              
                              
                              10,955
                              
                              
                              
                              4,850Gross
      profit
                              
                              
                              (7,829
                              )
                              
                              
                              (2,345
                              )Operating
      Expenses:Payroll
      expenses
                              
                              
                              1,665
                              
                              
                              
                              1,665Rent
      and utilities
                              
                              
                              1,335
                              
                              
                              
                              1,335Depreciation
      & amortization
                              
                              
                              3,212
                              
                              
                              
                              357Legal
      & professional fees
                              
                              
                              45,414
                              
                              
                              
                              7,407Outside
      service
                              
                              
                              3,000
                              
                              
                              
                              3,000Other
      operating expenses
                              
                              
                              18,534
                              
                              
                              
                              2,345Total
      Operating Expenses
                              
                              
                              73,160
                              
                              
                              
                              16,109Loss
      from Operations before Income Taxes
                              
                              
                              (80,989
                              )
                              
                              
                              (18,454
                              )Provision
      for Income Tax
                              
                              
                              (2,819
                              )
                              
                              
                              (800
                              )Net
      Loss
                              
                              $
                              (83,808
                              )
                              
                              $
                              (19,254
                              )Loss
      per Share – Basic and Diluted
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.00
                              )Weighted
      average number of common shares outstanding
                                during
      the period  - Basic and Diluted
                              
                              
                              8,690,428
                              
                              
                              
                              8,663,300
   See
accompanying notes to 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
                                  
                                  
                                  8,688,575
                                  
                                  
                                  $
                                  8,689
                                  
                                  
                                  $
                                  239,509
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (204,684
                                  )
                                  
                                  $
                                  43,514Common
      Stock issued for stock subscription receivable
                                  
                                  
                                  166,800
                                  
                                  
                                  
                                  167
                                  
                                  
                                  
                                  19,849
                                  
                                  
                                  
                                  (20,016
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -In
      kind contribution for services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  14,175
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  14,175Net
      Loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (83,808
                                  )
                                  
                                  
                                  (83,808
                                  )Balance,
      March 31, 2009, (UNAUDITED)
                                  
                                  
                                  8,855,375
                                  
                                  
                                  $
                                  8,856
                                  
                                  
                                  $
                                  273,533
                                  
                                  
                                  $
                                  (20,016
                                  )
                                  
                                  $
                                  (288,492
                                  )
                                  
                                  $
                                  (26,119
                                  )
 
 See
accompanying notes to condensed consolidated financial statements.
 -3-
 
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
  
 
 For
      the period ended
                            
                            
                            For
      the period endedMarch
      31, 2009
                            
                            
                            March
      31, 2008Cash
      Flows from Operating ActivitiesNet
      Loss
                            
                            $
                            (83,808
                            )
                            
                            $
                            (17,291
                            )Adjustments to reconcile net income to net cash provided by used in
      operating activities:Depreciation
                            
                            
                            3,212
                            
                            
                            
                            327In-kind
      contribution of services
                            
                            
                            14,175
                            
                            
                            
                            -Changes
      in operating assets and liabilities:(Increase)
      / decrease in:Accounts
      receivable and other receivable
                            
                            
                            7,253
                            
                            
                            
                            (2,232
                            )Prepaid
      expenses
                            
                            
                            
                            
                            
                            
                            (20,500
                            )Unearned
      Revenue
                            
                            
                            928
                            
                            
                            
                            3,332Deposits
                            
                            
                            1,000
                            
                            
                            
                            (10,000
                            )Increase
      in:Accounts
      payable
                            
                            
                            3,430
                            
                            
                            
                            4,363Accrued
      expenses
                            
                            
                            7,790
                            
                            
                            
                            -Net
      Cash Used In Operating Activities
                            
                            
                            (46,020
                            )
                            
                            
                            (42,001
                            )Net
      Cash Provided by (Used In) by Investing Activities
                            
                            
                            -
                            
                            
                            
                            -Net
      Cash Flows from Financing ActivitiesProceeds
      from stockholder loan
                            
                            
                            -
                            
                            
                            
                            (1,840
                            )Stock
      Subscription received
                            
                            
                            -
                            
                            
                            
                            85,538Cash
      Provided by Financing Activities
                            
                            
                            -
                            
                            
                            
                            83,698Net
      Increase/ (Decrease) in Cash
                            
                            
                            (46,020
                            )
                            
                            
                            41,697Cash,
      Beginning of Period
                            
                            
                            49,430
                            
                            
                            
                            139,045Cash,
      End of Period
                            
                            $
                            3,410
                            
                            
                            $
                            180,742Supplemental
      disclosure of cash flow Information:Interest
      Paid
                            
                            $
                            -
                            
                            
                            $
                            -Income
      Taxes Paid
                            
                            $
                            1,600
                            
                            
                            $
                            800
   See
accompanying notes to condensed consolidated financial statements.
 -4-
  APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
MARCH 31, 2009
 (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
Presentation
 
 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 No. 128,
“Earnings Per Share.”  As of March 31, 2009 and 2008, there were no
diluted shares outstanding.
 
 Income
Taxes
 
 In June
2006, the Financial Accounting Standards Board (FASB) issued Financial
Interpretation No. (FIN) 48, Accounting for Uncertainty in Income
Taxes, an
interpretation of FASB Statement No. 109(“FIN No. 48”). FIN No. 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN No. 48 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. FIN 48 is effective for fiscal
years beginning after December 15, 2006.
 
 Under
Statement 109, 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
Statement 109, 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-
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
MARCH 31, 2009
 (UNAUDITED)
  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
 
 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 under the provisions of U.S. Securities and
Exchange Commission Staff Accounting Bulletin 104, Revenue Recognition (SAB
104).  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 March 31, 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 March 31, 2009 and
December 31, 2008, purchased finished goods inventory remained unchanged at
$1,840.  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. (from November 7, 2007
to inception) have been consolidated with the records of the wholly owned
subsidiaries – Apextalk Inc. as of March 31, 2009. All of the material
inter-company transactions have been eliminated.
   -6-
  APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
MARCH 31, 2009
 (UNAUDITED)
  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 are 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 SFAS 142 “Goodwill and Other
Intangible Assets”, 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
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51”. This
statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 affects those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement did not have
a material effect on the Company's financial statements.
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (revised 2007), “Business
Combinations” (FAS 141(R)).  FAS 141(R) is a revision of FAS 141 and
requires that costs incurred to effect the acquisition (i.e.,
acquisition-related costs) be recognized separately from the
acquisition.  In addition, in accordance with FAS 141, restructuring
costs that the acquirer expected but was not obligated to incur, which included
changes to benefit plans, were recognized as if they were a liability assumed at
the acquisition date.  FAS 141(R) requires the acquirer to recognize
those costs separately from the business combination.  The adoption of
this statement did not have a material effect on the Company's financial
statements.
   -7-
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
MARCH 31, 2009
 (UNAUDITED)
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of this statement did not have a
material effect on the Company's financial statements.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 did not have
a material impact on the Company’s financial position.
  NOTE
3. PROPERTY
AND EQUIPMENT
 
 At March
31, 2009 and December 31, 2008 property and equipment is as
follows:
 
 Mar
      31, 2009
                        
                        
                        Dec
      31, 2008Computer
      and Office Equipment
                        
                        $
                        67,765
                        
                        
                        $
                        67,765Less
      accumulated depreciation
                        
                        
                        (16,725
                        )
                        
                        
                        (13,513
                        )$
                        51,040
                        
                        
                        $
                        54,252
  Depreciation
expense for the period ended March 31, 2009 and 2008 was $3,212 and $357,
respectively.
  NOTE
4.        STOCKHOLDERS’
EQUITY
 
 Common and Preferred
Stocks
 
 On March
31, 2009, the Company accepted subscriptions receivable of 166,800 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.
   -8-
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
MARCH 31, 2009
 (UNAUDITED)
 
 NOTE
5.        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 period ended March 31, 2009 and
2008 is $735 and $735, 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. The rent expense for the period ended March 31, 2009 and
2008 is $600 and $600, respectively.
 
 During
the period ended March 31, 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 period ended
March 31, 2009 and 2008 remained unchanged at $1,665.
 
 NOTE  6.       GOING
CONCERN
 
 As
reflected in the accompanying financial statements, the Company had a net loss
of $83,808, and used $46,020 in cash flows from operations during the first
quarter of 2009, and has an accumulated deficit of $288,492 at March 31, 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 funds provide the
opportunity for the Company to continue as a going concern.
  NOTE  7.       SUBSEQUENT
EVENTS
 
 In April
2009, the Company sold 83,335 shares of stock for $10,000.20 in
cash.
 
 In April
2009, the Company received $20,016 cash from the two investors for the stock
subscription.
   -9-
  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.
                  During
      the next 12 months, we believe we can keep on to improve the performance
      of our existing soft-switch and implement our marketing
      strategy.  We have improved the performance of our soft-switch
      and have added a back-up
soft-switch.
 
 2.
                  All
      functions will be coordinated and managed by the founders of the Company,
      including marketing, finance and operations. In the next 12 months, we
      intend to hire 1 full time marketing person, 1 full time programmer and 3
      part-time employees for customer service to coordinate marketing efforts,
      technical support and customer services. The time commitment of the
      positions will depend upon the aggressiveness of our marketing and the
      availability of funding,, but we believe it will require a minimum of
      $4,000 to $6,000 per month to hire the personnel needed to assist with our
      new business activity.
 
 3.
                  We
      intend to launch our products and services to our targeted marketing to
      drive subscribers to sign up with our services. We intend to support these
      marketing efforts through a referral program, online advertising, out-door
      sales teams going after telecom retail outlets and also start developing
      the alliance and the joint venture program with overseas value-added
      telecom operators. We expect the total cost of the marketing program to
      range from $15,000 to $30,000.  During this preliminary launch
      period, we also expect to invest between $5,000 and $10,000 in accounting
      software.
                    
                    We
      have been approached by a few companies from China and Hong
      Kong; that they are proposing to merge with us in order to further
      develop our business and or seeking other business opportunities. We are
      open to such opportunities and looking forward to work closely with these
      companies in order to get this merging
going.
 
 4.
                  Within
      the first 90 days
                    
                    Launch
      the referral and online marketing campaign, wholesale program; we expect
      to generate net 4.5 new customers per day and  believe we shall
      generate and maintain approximate 400 new subscribers after the end of
      first 90 days.
                    
                    Within
      180 days
                    
                    Aggressively
      promote our referral program; we expect to generate net 4.5 new customers
      per day and believe we shall signup and maintain approximate 800
      subscribers by the end of the 180 days.
                    
                    Within
      270 days
                    
                    Go
      after hotels, department stores, national chain stores to promote our
      “Promotional Minute” services. We expect to generate net 4.5 new customers
      per day and believe that we shall sign up and maintain approximate
      1,200 subscribers by the end of the 270 days.
                    
                    Within
      1 year
                    
                    If
      the business grows as planned, we will consider opening an east coast
      office to better support customers in that region. We expect larger
      increase of our growth rate in the last quarter, and expect to generate
      9.5 net customers per day. So in the last quarter, we expect to generate a
      total of 807 new customers and believe that we shall sign up and maintain
      approximately 2,000 subscribers by the end of one
      year.
   -10-
  In
summary, our goal is to sign-up approximately 2,000 subscribers, and be able to
generate approximately $310,000 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.
  The
increase in customers in the last quarter is based on the assumption that our
sales persons have accumulated 12 months experiencing of selling our products
and services; and therefore, the result of our sales should be increased. We
have estimated double our signup rate to 9.5 customers per day.
  We
currently generate revenues from three types of services that we are offering--
“Speed Dial,” “Global Forwarding” and “Wholesale Call Minute”. No other source
of revenues are generated from our other products and services.  For
the first quarter ended March 31, 2009, we have generated $3,126 in
revenue.  For the first quarter ended March 31,2009, we incurred a net
loss of $83,808.
  Limited
Operating History
 
 Although
we have four full years of operation and financial information, we have
generated a small amount of revenue.  Accordingly, we have not
previously demonstrated that we will be able to make profit and expand our
business through increased marketing. We cannot guarantee that the expansion
efforts described in this prospectus will be successful.  Our business
is subject to risks inherent in growing an enterprise, including limited capital
resources and possible rejection of our business model.
  Future
financing may not be available to us on acceptable terms.  If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations.  Equity financing will result in a dilution
to existing shareholders.
  Results of Operation for the
Three Months Ending March 31, 2009 Compared to the Three Months Ending March 31,
2008
 
 The
following table presents certain consolidated statement of operations
information for the three months ended March 31, 2009 and 2008. The discussion
following the table is based on these results.
   For
      the period ended
                            
                            
                            For
      the period endedMarch
      31, 2009
                            
                            
                            March
      31, 2008Revenue
                            
                            $
                            3,126
                            
                            
                            $
                            2,505Cost
      of services
                            
                            
                            10,955
                            
                            
                            
                            4,850Gross
      profit
                            
                            
                            (7,829
                            )
                            
                            
                            (2,345
                            )Operating
      Expenses:Payroll
      expenses
                            
                            
                            1,665
                            
                            
                            
                            1,665Rent
      and utilities
                            
                            
                            1,335
                            
                            
                            
                            1,335Depreciation
      & amortization
                            
                            
                            3,212
                            
                            
                            
                            357Legal
      & professional fees
                            
                            
                            45,414
                            
                            
                            
                            7,407Outside
      service
                            
                            
                            3,000
                            
                            
                            
                            3,000Other
      operating expenses
                            
                            
                            18,534
                            
                            
                            
                            2,345Total
      Operating Expenses
                            
                            
                            73,160
                            
                            
                            
                            16,109Loss
      from Operations before Income Taxes
                            
                            
                            (80,989
                            )
                            
                            
                            (18,454
                            )Provision
      for Income Tax
                            
                            
                            (2,819
                            )
                            
                            
                            (800
                            )Net
      Loss
                            
                            $
                            (83,808
                            )
                            
                            $
                            (19,254
                            )Loss
      per Share – Basic and Diluted
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.00
                            )Weighted
      average number of common shares outstanding
                              during
      the period  - Basic and Diluted
                            
                            
                            8,690,428
                            
                            
                            
                            8,663,300
 
 For the
three months ending March 31, 2009 and 2008, we have generated $3,126 and $2,505
in revenue. At this moment, we generate revenue by signing up new customers
through our referral program. Also, our directors are selling our services to
their business associates, friends and relatives.  Once we have more
funding, we will engage in online advertising, and hire salespersons to sell our
Promotional Minute, Media Tracker and Virtual Office
services.   We anticipate a more aggressive marketing plan will
help us meet our projections as mentioned above.
  -11-
  Expenses
for the same period totaled $73,160 and $16,109, resulting in a loss of $83,808
and $19,254. Other than some traveling expenses, the majority of the
expenses are general and administrative expenses, and professional fees for
filing with the SEC including accounting fees, auditor fees and legal
expenses. The expenses have increased as the work loads are more intensive. We
do not see any material changes on our expenses in the near
future.  In addition, our results show a trend for an increase in
revenue and expenses as we continue to implement our business plan.
  Revenue
  Up to
March 31, 2009, Speed Dial and Global Forwarding have generated
$3,126.
 
 Expenses
  The
components of our expenses for the three months ended March 31, 2009 and 2008
are as follows:
  March
      31, 2009
                                  
                                  
                                  March
      31, 2008
                                  
                                  
                                  Increase
                                    <Decrease>1.Cost
      of Services
                                  
                                  $
                                  10,955
                                  
                                  
                                  $
                                  4,850
                                  
                                  
                                  $
                                  6,1052.Total
      Operating Expenses
                                  
                                  $
                                  73,160
                                  
                                  
                                  $
                                  16,109
                                  
                                  
                                  $
                                  57,051i.
      Legal and Professional Services
                                  
                                  $
                                  45,414
                                  
                                  
                                  $
                                  7,407
                                  
                                  
                                  $
                                  38,007ii.
      Other expenses(payroll, rent & Utilities)
                                  
                                  $
                                  18,534
                                  
                                  
                                  $
                                  2,345
                                  
                                  
                                  $
                                  16,189Total
      expenses were
                                  
                                  $
                                  84,115
                                  
                                  
                                  $
                                  20,959
                                  
                                  
                                  $
                                  63,156
 
 Cost of
Services
  Expense
includes amounts related to the purchase of wholesale minutes and communication
usage fees.  Cost of services increased during the period ended March
31, 2009 due to the purchase of wholesale minutes available for
sale.
  General and Administrative
Expenses
  Expense
amounts include depreciation, licenses, payroll taxes, advertising, consulting
fees, and other general and administrative expenses. General and administrative
expenses increased due to an increase in travel associated with implementing the
business plan and outside services related to software development.
  This
expense also increased because we started to have more customers paying credit
card in paypal.
  Paypal
charges 3% for the merchant fees and also a monthly charge for
$30.  As the business moves forward, the Company will incur more
office expenses for daily operation.
  Other
Expenses
  These
amounts include payroll, rent, and in kind contribution of
services.  Operating expenses increased during the period ended March
31, 2009 due to an increase in the efforts associated with the implementation of
the business plan.
  Legal and Professional
Services
  Expense
includes amounts related to the legal and accounting services provided to the
Company in conjunction with filing appropriate forms with the
SEC.  These expenses increased in the period ended March 31, 2009 due
to the SEC approval process started in early 2008.
 
 Liquidity and Capital
Resources
 
 As of
March 31, 2009, we had $3,410 in cash. 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. 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
believe we will require additional outside capital of $110,000 to fully
implement our business model. Should we pursue additional capital investment, we
expect such financing to take the form of a private placement of equity or debt.
We intend to seek advice from investment professionals on how to obtain
additional capital.
   -12-
 
 The
additional capital will be used to expand our existing network in order to
better serve our market penetration. Specifically, the proceeds will be
allocated as follows;
 
 Hardware:
$30,000
 Software:
$15,000
 Network
Implementation: $15,000
 Marketing:
$40,000
 Reserve:
$10,000
 
 Going
Concern
 
 As
reflected in the accompanying financial statements, the Company had a net loss
of $83,808, a working capital deficiency of $86,128, and has an accumulated
deficit of $288,492 at March 31, 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 funds provide the
opportunity for the Company 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
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement did not have a material effect on the Company's
financial statements.
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (revised 2007), “Business
Combinations” (FAS 141(R)).  FAS 141(R) is a revision of FAS 141 and
requires that costs incurred to effect the acquisition (i.e.,
acquisition-related costs) be recognized separately from the
acquisition.  In addition, in accordance with FAS 141, restructuring
costs that the acquirer expected but was not obligated to incur, which included
changes to benefit plans, were recognized as if they were a liability assumed at
the acquisition date.  FAS 141(R) requires the acquirer to recognize
those costs separately from the business combination.  We are
currently evaluating the impact that FAS 141(R) has on our accounting for
acquisitions prior to the effective date of the first fiscal year beginning
after December 15, 2008.
   -13-
  
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. The adoption of this statement did
not have a material effect on the Company's financial
statements.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have
a material impact on the Company’s financial position.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 did not
have a material impact on the Company’s financial position.
 -14-
  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 first 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 March
31, 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 of 166,800 shares through a private
offering for sale to persons who qualify as accredited investors for a total of
$20,016.
 
 In April
2009, the Company sold 83,335 shares of stock for $10,000.20 in
cash.
 
 Item
3. Defaults Upon Senior Securities.
  None
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None
  Item
6. Exhibits and Reports of Form 8-K.
  (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
  (b)         Reports
of Form 8-K
  On May 13, 2009, the Company filed a Form 8-K with the SEC disclosing the
resignation of our marketing director.
 
  -16-
   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:
      May 20, 2009
                
                By:
      /s/ George
      MaGeorge
      MaChief
      Executive Officer
 
 Date:
      May 20, 2009
                
                By:
      /s/ Spencer
      LuoChief
      Financial and Accounting
Officer
 
 
    -17-