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 June 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 August 14, 2009: 9,194,110 shares of common stock.





















APEXTALK
HOLDINGS, INC.




FORM
10-Q




June
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
      and Reports on Form 8-K











PART
I-- FINANCIAL INFORMATION




Item 1. Financial
Information





Our
financial statements, together with the report of our independent auditors, are
as follows:
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 
 CONTENTS
 
 
 PAGE
              1
              CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 (UNAUDITED) AND DECEMBER
      31, 2008 (AUDITED)
 
 PAGE
              2
              CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
      JUNE 30, 2009 AND 2008
 
 PAGE
              3
              CONDENSED
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE SIX
      MONTHS ENDED JUNE 30, 2009 AND 2008
 
 PAGE
                4
                CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED JUNE 30, 2009
      AND 2008PAGES
                5–9
                NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
 
 
 
 
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED BALANCE SHEET
 
 -----------------------
 
 June
      30,
                                    
                                    
                                    December
      31,2009
                                      (UNAUDITED)
                                    
                                    
                                    2008
                                      (AUDITED)ASSETSCurrent
      AssetsCash
                                    
                                    $
                                    18,186
                                    
                                    
                                    $
                                    49,430Accounts
      receivables, net
                                    
                                    
                                    3,022
                                    
                                    
                                    
                                    9,201Other
      receivables, net
                                    
                                    
                                    1,871
                                    
                                    
                                    
                                    1,871Inventories
                                    
                                    
                                    1,840
                                    
                                    
                                    
                                    1,840Deposit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    11,000Total
      Current Assets
                                    
                                    
                                    24,919
                                    
                                    
                                    
                                    73,342Property
      and equipment, net
                                    
                                    
                                    48,431
                                    
                                    
                                    
                                    54,252Patent,
      net
                                    
                                    
                                    8,969
                                    
                                    
                                    
                                    8,969Total
      Assets
                                    
                                    $
                                    82,319
                                    
                                    
                                    $
                                    136,563LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIENCY)LiabilitiesAccounts
      payable
                                    
                                    $
                                    30,168
                                    
                                    
                                    $
                                    40,266Accrued
      expenses
                                    
                                    
                                    51,081
                                    
                                    
                                    
                                    40,747Unearned
      Revenue
                                    
                                    
                                    11,771
                                    
                                    
                                    
                                    11,036Shareholder's
      loan
                                    
                                    
                                    1,000
                                    
                                    
                                    
                                    1,000Total
      Liabilities
                                    
                                    
                                    94,020
                                    
                                    
                                    
                                    93,049Commitments
      and contingenciesStockholders'
      EquityCommon Stock, authorized 1,000,000,000 shares,par value $0.001,
      9,194,110 shares and 8,688,575 shares issued
      and outstanding, respectively
                                    
                                    
                                    9,194
                                    
                                    
                                    
                                    8,689Additional
      Paid in Capital
                                    
                                    
                                    328,018
                                    
                                    
                                    
                                    239,509Subscriptions
      Receivable
                                    
                                    
                                    (15,000
                                    )
                                    
                                    
                                    -Accumulated
      Deficiency
                                    
                                    
                                    (333,913
                                    )
                                    
                                    
                                    (204,684
                                    )Total
      Stockholders' Equity (Deficiency)
                                    
                                    
                                    (11,701
                                    )
                                    
                                    
                                    43,514Total
      Liabilities and Stockholders' Equity (Deficiency)
                                    
                                    $
                                    82,319
                                    
                                    
                                    $
                                    136,563
  See
accompanying notes to condensed consolidated financial statements.
  -1-
  
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNADUDITED)
 ----------------------------------------------
 
 For
      the three months ended
                                                                                June
      30,
                                                                              
                                                                              
                                                                              For
      the six months ended
                                                                                June
      30,2009
                                                                              
                                                                              
                                                                              2008
                                                                              
                                                                              
                                                                              2009
                                                                              
                                                                              
                                                                              2008Revenue
                                                                              
                                                                              $
                                                                              3,546
                                                                              
                                                                              
                                                                              $
                                                                              18,042
                                                                              
                                                                              
                                                                              $
                                                                              6,672
                                                                              
                                                                              
                                                                              $
                                                                              20,547Cost
      of services
                                                                              
                                                                              
                                                                              6,453
                                                                              
                                                                              
                                                                              
                                                                              12,148
                                                                              
                                                                              
                                                                              
                                                                              17,408
                                                                              
                                                                              
                                                                              
                                                                              16,998Gross
      profit
                                                                              
                                                                              
                                                                              (2,907
                                                                              )
                                                                              
                                                                              
                                                                              5,894
                                                                              
                                                                              
                                                                              
                                                                              (10,736
                                                                              )
                                                                              
                                                                              
                                                                              3,549Operating
      Expenses:Payroll
      expenses
                                                                              
                                                                              
                                                                              1,665
                                                                              
                                                                              
                                                                              
                                                                              1,665
                                                                              
                                                                              
                                                                              
                                                                              3,330
                                                                              
                                                                              
                                                                              
                                                                              3,330Rent
      and utilities
                                                                              
                                                                              
                                                                              1,335
                                                                              
                                                                              
                                                                              
                                                                              1,335
                                                                              
                                                                              
                                                                              
                                                                              2,670
                                                                              
                                                                              
                                                                              
                                                                              2,670Depreciation
      & amortization
                                                                              
                                                                              
                                                                              3,244
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              6,456
                                                                              
                                                                              
                                                                              
                                                                              -Legal
      & professional fees
                                                                              
                                                                              
                                                                              14,358
                                                                              
                                                                              
                                                                              
                                                                              30,345
                                                                              
                                                                              
                                                                              
                                                                              59,772
                                                                              
                                                                              
                                                                              
                                                                              37,752Outside
      service
                                                                              
                                                                              
                                                                              3,388
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              6,388
                                                                              
                                                                              
                                                                              
                                                                              -Other
      operating expenses
                                                                              
                                                                              
                                                                              17,305
                                                                              
                                                                              
                                                                              
                                                                              2,965
                                                                              
                                                                              
                                                                              
                                                                              35,839
                                                                              
                                                                              
                                                                              
                                                                              8,667Total
      Operating Expenses
                                                                              
                                                                              
                                                                              41,295
                                                                              
                                                                              
                                                                              
                                                                              36,310
                                                                              
                                                                              
                                                                              
                                                                              114,455
                                                                              
                                                                              
                                                                              
                                                                              52,419Loss
      from Operations before Income Taxes
                                                                              
                                                                              
                                                                              (44,202
                                                                              )
                                                                              
                                                                              
                                                                              (30,416
                                                                              )
                                                                              
                                                                              
                                                                              (125,191
                                                                              )
                                                                              
                                                                              
                                                                              (48,870
                                                                              )Provision
      for Income Tax
                                                                              
                                                                              
                                                                              (1,219
                                                                              )
                                                                              
                                                                              
                                                                              (1,871
                                                                              )
                                                                              
                                                                              
                                                                              (4,038
                                                                              )
                                                                              
                                                                              
                                                                              (2,671
                                                                              )Net
      Loss
                                                                              
                                                                              $
                                                                              (45,421
                                                                              )
                                                                              
                                                                              $
                                                                              (32,287
                                                                              )
                                                                              
                                                                              $
                                                                              (129,229
                                                                              )
                                                                              
                                                                              $
                                                                              (51,541
                                                                              )Loss
      per Share – Basic and Diluted
                                                                              
                                                                              $
                                                                              (0.01
                                                                              )
                                                                              
                                                                              $
                                                                              (0.00
                                                                              )
                                                                              
                                                                              $
                                                                              (0.01
                                                                              )
                                                                              
                                                                              $
                                                                              (0.01
                                                                              )Weighted
      average number of common shares outstanding during
      the period  - Basic and Diluted
                                                                              
                                                                              
                                                                              8,943,146
                                                                              
                                                                              
                                                                              
                                                                              8,675,938
                                                                              
                                                                              
                                                                              
                                                                              8,817,485
                                                                              
                                                                              
                                                                              
                                                                              8,675,938
  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
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Amount
      received against the subscription receivable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,016
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,016Common
      Stock issued for stock subscription receivable
                                            
                                            
                                            125,000
                                            
                                            
                                            
                                            125
                                            
                                            
                                            
                                            14,875
                                            
                                            
                                            
                                            (15,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      Stock issued for cash
                                            
                                            
                                            213,735
                                            
                                            
                                            
                                            213
                                            
                                            
                                            
                                            25,435
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            25,648In
      kind contribution for services
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            28,350
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            28,350Net
      Loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (129,229
                                            )
                                            
                                            
                                            (129,229
                                            )Balance,
      June 30, 2009, (UNAUDITED)
                                            
                                            
                                            9,194,110
                                            
                                            
                                            $
                                            9,194
                                            
                                            
                                            $
                                            328,018
                                            
                                            
                                            $
                                            (15,000
                                            )
                                            
                                            $
                                            (333,913
                                            )
                                            
                                            $
                                            (11,701
                                            )
  See
accompanying notes to condensed consolidated financial statements.
  -3-
  
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 ----------------------------------------------
  For
      the six months ended
                        
                        
                        For
      the six months endedJune
      30, 2009
                        
                        
                        June
      30, 2008Cash
      Flows from Operating ActivitiesNet
      Loss
                        
                        $
                        (129,229
                        )
                        
                        $
                        (51,541
                        )Adjustments
      to reconcile net income to net cash provided by used in operating
      activities:Depreciation
                        
                        
                        6,456
                        
                        
                        
                        1,372In
      kind contribution of services
                        
                        
                        28,350
                        
                        
                        
                        -Changes
      in operating assets and liabilities:(Increase)
      / decrease in:Accounts
      receivable and other receivable
                        
                        
                        6,179
                        
                        
                        
                        (14,282
                        )Accounts
      receivable, other
                        
                        
                        
                        
                        
                        
                        (1,871
                        )Unearned
      Revenue
                        
                        
                        735
                        
                        
                        
                        1,458Deposits
                        
                        
                        11,000
                        
                        
                        
                        (10,000
                        )Increase/
      (decrease) in:Accounts
      payable
                        
                        
                        (10,098
                        )
                        
                        
                        17,744Accrued
      expenses
                        
                        
                        10,334
                        
                        
                        
                        6,001Net
      Cash Used In  Operating Activities
                        
                        
                        (76,273
                        )
                        
                        
                        (51,119
                        )Net
      Cash flows from Investing activitiesPurchase
      of equipment
                        
                        
                        (635
                        )
                        
                        
                        (40,570
                        )Net
      Cash Used In Investing activities
                        
                        
                        (635
                        )
                        
                        
                        (40,570
                        )Net
      Cash Flows from Financing ActivitiesCommon
      Stock & Additional Paid-in Capital
                        
                        
                        25,648
                        
                        
                        
                        3,500Proceeds
      from stockholder loan
                        
                        
                        -
                        
                        
                        
                        (1,840
                        )Stock
      Subscription received
                        
                        
                        20,016
                        
                        
                        
                        85,538Cash
      Provided by Financing Activities
                        
                        
                        45,664
                        
                        
                        
                        87,198Net
      Decrease in Cash
                        
                        
                        (31,244
                        )
                        
                        
                        (4,491
                        )Cash,
      Beginning of Period
                        
                        
                        49,430
                        
                        
                        
                        139,045Cash,
      End of Period
                        
                        $
                        18,186
                        
                        
                        $
                        134,554Supplemental
      disclosure of cash flow Information:Interest
      Paid
                        
                        $
                        -
                        
                        
                        $
                        -Income
      Taxes Paid
                        
                        $
                        1,600
                        
                        
                        $
                        1,871
 See
accompanying notes to condensed consolidated financial statements.
  -4-
  
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
JUNE 30, 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
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 No. 128,
“Earnings Per Share.”  As of June 30, 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.
 
  -5-
   APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
JUNE 30, 2009
 (UNAUDITED)
 -----------------------
 
 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.
 
 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 June 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 June 30, 2009, 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 June 30, 2009 and 2008.  All of the
material inter-company transactions have been eliminated.
 
   -6-
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
JUNE 30, 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 May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
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. SFAS 165 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) The 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. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 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. SFAS 166 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 SFAS 166 will have on its
financial statements.
 
 
 -7-
  
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
JUNE 30, 2009
 (UNAUDITED)
 -----------------------
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 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 SFAS 167 will have on its financial
statements.
 
 In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. 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. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Codification is not
expected to have a significant impact on the Company’s financial
statements.
 
 NOTE
3.           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.
  NOTE
4. PROPERTY
AND EQUIPMENT
  At June
30, 2009 and December 31, 2008 property and equipment is as
follows:
  June
      30, 2009
                        
                        
                        December
      31,
                          2008Computer
      and Office Equipment
                        
                        $
                        68,400
                        
                        
                        $
                        67,765Less
      accumulated depreciation
                        
                        
                        (19,969
                        )
                        
                        
                        (13,513
                        )$
                        48,431
                        
                        
                        $
                        54,252
   Depreciation
expense for the six months ended June 30, 2009 and 2008 was $6,456 and $1,372,
respectively.
 
  -8-
 
 
 
 APEXTALK
HOLDINGS, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
JUNE 30, 2009
 (UNAUDITED)
 -----------------------
 
  NOTE
5            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.  During the second quarter of
2009, the Company collected the subscription receivable.
 
 On April
19, 2009, the Company issued 83,335 shares of common stock for $10,000
cash.
 
 During
June of 2009, the Company sold 130,400 shares of stock for $15,648 in
cash.
 
 On June
23, 2009, the Company issued 125,000 shares to an investor for a stock
subscription receivable of $15,000.
 
 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 six months ended June 30, 2009
and 2008 is $1,470 and $2,670, 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 June 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 six months
ended June 30, 2009 and 2008 is $3,330 and $3,330, respectively.
 
 NOTE  7           GOING
CONCERN
 
 As
reflected in the accompanying financial statements, the Company had a net loss
of $129,229, and used $76,273 in cash flows from operations during the six
months ended June 30, 2009, and has an accumulated deficit of $333,913 at June
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 funds provide the
opportunity for the Company to continue as a going concern.
  NOTE  8.          SUBSEQUENT
EVENTS
 
 On July
1, 2009, the Company entered into an agreement with an independent contractor
for computer related services for a period of 3 months for $1,000 per
month.
 
 During
July of 2009, the Company received $15,000 for the stock
subscription.
 
 In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through August 13, 2009,
the date the financial statements were available to be issued.





-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 keep on improving 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. We will setup an extra soft-switch for development purpose to
      test out new features onto our
services.




2.
            All
      functions will be coordinated and managed by the founders of the Company,
      including marketing, finance and operations. In the next 3 months, we
      intend to hire 1 full time marketing person and 3 part-time employees for
      customer service to coordinate marketing efforts and technical support.
      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 $6,000 to $10,000 per month to hire the personnel
      needed to assist our regular business
  activities.




3.
            We
      intend to launch our products and services to our targeted marketing to
      drive subscribers to sign up for 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.
                
                We
      have a signed LOI with a Chinese company for a potential merger. A full
      agreement will be prepared by our legal counsel. The due diligence will be
      conducted immediately and management from the Chinese company is going to
      propose a business plan to further develop our telecom business and also,
      seeking other business opportunities.
                
                We
      will carry on the telecom operation according to our existing business
      plan, and co-operate closely with the management from the Chinese
      company.




4.
            Within
      the first 90 days
              
              With
      potential new money coming into the telecom operation, we will 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 15 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 two types of services that we are offering--
“Speed Dial,” and “Global Forwarding”, we drop the “Wholesale Call Minute” since
we have no other contracts with wholesale customers.




For now,
no other sources of revenue are generated from our other products and
services.  For the second quarter ended June 30, 2009, we have
generated $45,421 in loss.  For the six months ended June
30, 2009, we incurred a net loss of $129,229.


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 theSixMonths EndingJune 30, 2009 Compared to theSixMonths EndingJune 30, 2008





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




For
      the period ended
                  
                  
                  For
      the period endedJune
      30, 2009
                  
                  
                  June
      30, 2008Revenue
                  
                  $
                  6,672
                  
                  
                  $
                  20,547Cost
      of services
                  
                  
                  17,408
                  
                  
                  
                  16,998Gross
      profit
                  
                  
                  (10,736
                  )
                  
                  
                  3,549Operating
      Expenses:Payroll
      expenses
                  
                  
                  3,330
                  
                  
                  
                  3,330Rent
      and utilities
                  
                  
                  2,670
                  
                  
                  
                  2,670Depreciation
      & amortization
                  
                  
                  6,456
                  
                  
                  
                  -Legal
      & professional fees
                  
                  
                  59,772
                  
                  
                  
                  37,752Outside
      service
                  
                  
                  6,388
                  
                  
                  
                  -Other
      operating expenses
                  
                  
                  35,389
                  
                  
                  
                  8,667Total
      Operating Expenses
                  
                  
                  114,455
                  
                  
                  
                  52,419Loss
      from Operations before Income Taxes
                  
                  
                  (125,191
                  )
                  
                  
                  (48,870
                  )Provision
      for Income Tax
                  
                  
                  (4,038
                  )
                  
                  
                  (2,671
                  )Net
      Loss
                  
                  $
                  (129,229
                  )
                  
                  $
                  (51,541
                  )Loss
      per Share – Basic and Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number of common shares outstanding
                    during
      the period  - Basic and Diluted
                  
                  
                  8,817,485
                  
                  
                  
                  8,675,938




For the
six months ending June 30, 2009 and 2008, we have generated $6,672 and $20,547
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 six months ended June 30, 2009 and 2008 totaled $114,455 and $52,419,
resulting in a loss of $129,229 and $51,541. 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
June 30, 2009, Speed Dial and Global Forwarding have generated
$6,672.





Expenses




The
components of our expenses for the six months ended June 30, 2009 and 2008 are
as follows:




June
      30, 2009
                  
                  
                  June
      30, 2008
                  
                  
                  Increase
                    <Decrease>1.Cost
      of Services
                  
                  $
                  17,408
                  
                  
                  $
                  16,998
                  
                  
                  $
                  4102.Total
      Operating Expenses
                  
                  $
                  114,455
                  
                  
                  $
                  52,419
                  
                  
                  $
                  62,036i.
      Legal and Professional Services
                  
                  $
                  59,772
                  
                  
                  $
                  37,752
                  
                  
                  $
                  22,020ii.
      Other expenses(payroll, rent & Utilities)
                  
                  $
                  2,670
                  
                  
                  $
                  2,670
                  
                  
                  $Total
      expenses were
                  
                  $
                  135,901
                  
                  
                  $
                  72,088
                  
                  
                  $
                  63,813




Cost of
Services




Expense
includes amounts related to the purchase of wholesale minutes and communication
usage fees.  Cost of services increased during the six months ended
June 30, 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 six months ended
June 30, 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 June 30, 2009 due
to the SEC approval process started in early 2008.






-12-


Results of Operation for the
Three Months Ending June 30, 2009 Compared to the Three Months Ending June 30,
2008
 
 The
following table presents certain consolidated statement of operations
information for the three months ended June 30, 2009 and 2008. The discussion
following the table is based on these results.
  For
      the three months ended
                
                
                For
      the three months endedJune
      30, 2009
                
                
                June
      30, 2008Revenue
                
                $
                3,546
                
                
                $
                18,402Cost
      of services
                
                
                6,453
                
                
                
                12,148Gross
      profit
                
                
                (2,907
                )
                
                
                5,894Operating
      Expenses:Payroll
      expenses
                
                
                1,665
                
                
                
                1,665Rent
      and utilities
                
                
                1,335
                
                
                
                1,335Depreciation
      & amortization
                
                
                3,244
                
                
                
                -Legal
      & professional fees
                
                
                14,358
                
                
                
                30,345Outside
      service
                
                
                3,388
                
                
                
                -Other
      operating expenses
                
                
                17,305
                
                
                
                2,965Total
      Operating Expenses
                
                
                41,295
                
                
                
                36,310Loss
      from Operations before Income Taxes
                
                
                (44,202
                )
                
                
                (30,416
                )Provision
      for Income Tax
                
                
                (1,219
                )
                
                
                (1,871
                )Net
      Loss
                
                $
                (45,421
                )
                
                $
                (32,287
                )Loss
      per Share – Basic and Diluted
                
                $
                (0.01
                )
                
                $
                (0.00
                )Weighted
      average number of common shares outstanding
                  during
      the period  - Basic and Diluted
                
                
                8,943,146
                
                
                
                8,675,938
 
 For the
three months ending June 30, 2009 and 2008, we have generated $3,546 and $18,402
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.
  -13-




Expenses
for the three months ended June 30, 2009 and 2008 totaled $41,295 and $36,310,
resulting in a loss of $45,421 and $32,287. 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
  For the
three months ended to June 30, 2009, Speed Dial and Global Forwarding have
generated $3,546.
 
 Expenses
  The
components of our expenses for the three months ended June 30, 2009 and 2008 are
as follows:
  June
      30, 2009
                
                
                June
      30, 2008
                
                
                Increase
                  <Decrease>1.Cost
      of Services
                
                $
                6,453
                
                
                $
                12,148
                
                
                $
                (5,695)2.Total
      Operating Expenses
                
                $
                41,295
                
                
                $
                36,310
                
                
                $
                4,985i.
      Legal and Professional Services
                
                $
                14,358
                
                
                $
                30,345
                
                
                $
                (15,987)ii.
      Other expenses(payroll, rent & Utilities)
                
                $
                1,335
                
                
                $
                1,335
                
                
                $
                -Total
      expenses were
                
                $
                48,967
                
                
                $
                50,329
                
                
                $
                (1,362)
 
 Cost of
Services
  Expense
includes amounts related to the purchase of wholesale minutes and communication
usage fees. Cost of services increased during the three months ended June 30,
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 three
months  ended June 30, 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 three months  ended
June 30, 2009 due to the SEC approval process started in early
2008.
 
 Liquidity and Capital
Resources
 
 As of
June 30, 2009, the Company has cash of $18,186, as compared to $49,430 at
December 31, 2008. The decrease in cash was related to funding the business
operation for the six months ended June 30, 2009. As of June 30, 2009, the
Company had accounts receivable of $3,022 as compared to $9,201 at December 31,
2008. The decrease in accounts receivable was related to the decrease in sales
for the six months ended June 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 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.


-14-




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 $129,229, a working capital deficiency of $69,101, and has an accumulated
deficit of $333,913 at June 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 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.






-15-







Recent Accounting
Pronouncements





In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
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. SFAS 165 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) The 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. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The adoption of this statement did not have a material effect on the Company’s
financial statements.
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 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. SFAS 166 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 SFAS 166 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 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 SFAS 167 will have on its financial
statements.
 
 In
June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162”. 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. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is nonauthoritative. The
Company is evaluating the impact the adoption of SFAS 168 will have on its
financial statements.






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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 second 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 June 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.







-17-







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 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.  During the second quarter of
2009, the Company collected the subscription receivable.
 
 On April
19, 2009, the Company issued 83,335 shares of common stock for $10,000
cash.
 
 During
June of 2009, the Company sold 130,400 shares of stock for $15,648 in
cash.
 
 On June
23, 2009, the Company issued 125,000 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.




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.









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SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.




APEXTALK
      HOLDINGS, INC.RegistrantDate: August
      17, 2009
                
                By:
      /s/Tony
  LiTony
      LiChief
      Executive Officer




Date:
      August 17, 2009
            
            By:
      /s/ Spencer
      LuoChief
      Financial and Accounting Officer














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