Form 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 [X]  

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

[   ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  000-54112

OZ SAFEROOMS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware

16-1783194

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

c/o Andrew J. Zagorski, OZ Saferooms Technologies, Inc.
1732 Cottonwood Lane
Newcastle, OK



73065

(Address of Principal executive offices)

(Zip Code)

 

 

 

 

Registrant’s telephone number, including area code.

(800) 420-6344


APEX 1, INC.
(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x       No ¨


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 x       No ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



Large accelerated filer            ¨    

Accelerated filer                   ¨     

Non-accelerated filer             ¨     

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 x       No ¨





State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of November 14, 2011, the issuer had 10,000,000 shares of its common stock issued and outstanding.

 

 

 

 

 



 

2





TABLE OF CONTENTS

PART I

 

 

Item 1.

Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

Item 4.

Controls and Procedures

14

PART II

 

 

Item 1.

Legal Proceedings

15

Item 1A.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

15

Item 4.

[Removed and Reserved]

15

Item 5.

Other Information

15

Item 6.

Exhibits

16

 

Signatures

17







3





PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.


Oz Saferooms Technologies, Inc.
(Formerly Apex 1, Inc.)
(a Development stage Company)
Balance Sheets

 

 

 

 

 

 September 30,

 

 December 31,

 

 

 2011

 

 2010

 

 

 (Unaudited)

 

(Audited)

Assets:

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash

$

                      -   

$

                       -   

 

 

 

 

 

 

 

 

 

 

Total Assets

$

                      -   

$

                       -   

 

 

 

 

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

   

 

   

 

 

 

 

 

Accrued expense

$

               1,000

$

                1,000

Payable to a related party

 

3,457   

 

                3,457

Total Liabilities

 

               4,457

 

                4,457

 

 

 

 

 

Shareholders' Equity;

 

 

 

 

 

 

 

 

 

 Preferred stock, $0.001 par value, 5,000,000 shares,  authorized none issued and outstanding  

 

-

 

-

Common Stock, 250,000,000 shares authorized (09/30/2011) and 100,000,000 shares authorized (12/31/2010) : 10,000,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively

 

               1,000

 

                1,000

Paid-in capital

 

                      -   

 

                       -   

Deficit during Development Stage

 

             (5,457)

 

              (5,457)

 

 

             (4,457)

 

              (4,457)

Total Liabilities and Shareholders' Equity

$

                      -   

$

                       -   



See Notes to Financial Statements

 



4





Oz Saferooms Technologies, Inc.
(Formerly Apex 1, Inc.)
(a Development stage Company)
Statement of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

3-months ended

 

9-months ended

 

cumulative since  

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

inception to

 

 

2011

 

2010

 

2011

 

2010

 

September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Organization and related fees

 

-

 

-

 

-

 

3,457

 

            5,457

 

 

 

 

 

 

 

 

 

 

 

Total Expenses:

 

-

 

-

 

-

 

3,457

 

            5,457

Income (Loss) before income taxes

 

-

 

-

 

-

 

(3,457)

 

           (5,457)

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

-

$

-

$

-

$

(3,457)

$

            (5,457)

 

 

 

 

 

 

 

 

 

 

 

Loss per share

$

-

$

-

$

-

$

-

$

-

Weighted average common shares (basic and diluted)

 

   10,000,000

 

 N/A

 

    10,000,000

 

   10,000,000

 

  10,000,000


See Notes to Financial Statements

 






5





Oz Saferooms Technologies, Inc.

(Formerly Apex 1, Inc.)

(a Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

9-months ended

 

cumulative since  

 

 

September 30,

 

September 30,

 

inception to

 

 

2011

 

2010

 

September 30, 2011

Cash Flows From Operating Activities

 

 

 

 

 

 

Net loss

$

-

$

      (3,457)   

$

                 (5,457)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income (loss)

 

 

 

 

 

 

to net cash (used in) operations

 

 

 

 

 

 

Depreciation

 

-

 

-

 

-

Common stock issued

 

-

 

-

 

                       1,000

Chang-es in operating assets and liabilities

 

-

 

-

 

-

  Increase (decrease) in accrued expense

 

-

 

-

 

                       1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash provided by (used in) operations                                         

-

 

-

 

                 (3,457)

 

 

 

 

 

 

 \

 

 

-

 

-

 

-

Cash Flows From Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by investing activities               

 

-

 

-

 

-

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from note payable

 

-

 

-

 

                    3,457   

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Net cash provided by  financing activities                                          

-

 

-

 

                              3,457   

 

 

 

 

 

 

 

Net increase (decrease)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at the Beginning of the Period:

$

-

$

-

$

                              -   

 

 

 

 

 

 

 

Cash at the End of the Period

$

-

$

-

$

                              -   



 

 

 

 

 

 

Supplemental Disclosures of

 

 

 

 

 

 

Cash Flow Information   

 

 

 

 

 

 

 

 

 

 

 

 

 



6







Interest paid                                            

$

-

$

-

$

-

Income taxes paid                                     

$

-

$

-

$

-

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued

$

-

$

-

$

                       1,000



See Notes to Financial Statements


 

 

 

 

 

 

 

 



 

7





 OZ Saferooms Technologes, Inc.
(Formerly Apex 1, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF September 30, 2011

(UNAUDITED)


NOTE 1 -  INTERIM UNAUDITED FINANCIAL STATEMENTS


The balance sheet of OZ Saferooms Technologies, Inc. (the “Company”) as of September 30, 2011, and the statements of operations and cash flows for the nine-months period ended September 30, 2011, have not been audited.  However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of September 30, 2011, and the results of operations for the nine-months ended September 30, 2011.


Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading.  Interim period results are not necessarily indicative of the results to be achieved for an entire year.  These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the fiscal year ended December  31, 2010.



NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS


APEX 1, Inc. (the "Company"), a development stage company, was incorporated under the laws of the State of Delaware  on  June 21, 2010 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On May 20, 2011, the company changed its name to OZ Saferooms Technologies, Inc.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY


The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "development Stage

Entities."  Among the disclosures required by ASC 915, are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on December 31.


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for financial information and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for smaller reporting companies. In the opinion of management, all adjustments,  consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the period from June 21, 2010 (Inception) to September 30, 2011 have been reflected herein.

ACCOUNTING METHOD


The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.



8






USE OF ESTIMATES


The preparation of financial statements in conformity  with  generally accepted accounting  principles  requires  management to make estimates and  assumptions that affect the reported amounts of  assets  and  liabilities and disclosure of contingent assets and liabilities at the date of the  financial  statements and the reported amounts of revenues and expenses during the reporting  period.  In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included.  Actual results could differ from those estimates.


CASH EQUIVALENTS


The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


INCOME TAXES


Income Taxes - The Company accounts for its income taxes under the provisions of FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets is no longer considered to be more likely than not. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the three month period ended September 30, 2011.



BASIC EARNINGS (LOSS) PER SHARE


Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260 (SFAS No. 128, "EARNINGS PER Share"). Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, as adjusted for the dilutive effect of the Company's outstanding convertible preferred shares using the "if converted" method and dilutive potential common shares. Potentially

dilutive securities include warrants, convertible preferred stock, restricted shares, and contingently issuable shares.



STOCK-BASED COMPENSATION


The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123(R), par.5].


A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or  services received in a share-based  payment  with non-employees is more reliably measurable  than  the  fair value of the equity  instrument issued, the fair value of the goods or services received shall be used  to  measure  the  transaction.  Conversely, if the fair value  of  the  equity instruments issued in a share-based payment  transaction with non-employees  is  more  reliably  measurable  than  the fair value of the consideration received, the transaction is measured at the  fair  value  of the equity instruments issued [FAS-123(R), par.7].


The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred.  The fair value of the liabilities incurred in share-based transactions with employees is remeasured  at  the  end of each reporting period until settlement [FAS-123(R),par.10].



9





Share-based payments awarded  to  an  employee  of  the  reporting  entity by a related  party  or  other  holder  of  an  economic  interest  in the entity as compensation  for services provided to the entity are share-based  transactions to be accounted  for  under  FAS-123(R)  unless  the  transfer is clearly for a purpose  other  than  compensation  for services to the reporting  entity.  The substance of such a transaction is that  the  economic  interest holder makes a capital  contribution to the reporting entity and that entity  makes  a  share-based payment  to  its  employee in exchange for services rendered [FAS-123(R),

par.11].


IMPACT OF NEW ACCOUNTING STANDARDS


The  Company  does  not expect  the  adoption  of  recently  issued  accounting pronouncements to have  a  significant  impact  on  the  Company's  results  of operations, financial position, or cash flow.


NOTE 4 - GOING CONCERN


The  Company's  financial  statements  are prepared using accounting principles generally  accepted in the United States  of  America  applicable  to  a  going concern  that  contemplates  the  realization  of  assets  and  liquidation  of liabilities  in  the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very  limited  activities  without  incurring  any  liabilities  that  must  be satisfied in cash  until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing  contracts  or financing  or  if  the  revenue  or financing it does obtain is insufficient to cover  any operating losses it may  incur,  it  may  substantially  curtail  or terminate its operations or seek other business opportunities through strategic alliances,  acquisitions or other arrangements that may dilute the interests of existing stockholders.


NOTE 5 - SHAREHOLDER'S EQUITY


Upon formation, the Board of Directors issued 10,000,000 shares of common stock to the founding  shareholder  in exchange for service and reimbursement of expense associated with formation of company.  


The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2011:


·

Common  stock, $0.0001  par value: 250,000,000 shares authorized; 10,000,000 shares issued and outstanding

·

Preferred stock, $ 0.0001 par  value:  5,000,000 shares authorized; but not issued and outstanding.



NOTE 6 – COMMITMENTS AND CONTINGENCIES


There is no commitments or contingencies to disclose during the three-months ended June 30, 2011.



NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events, and the impact on the reported results and disclosures and determined that there have not been any events that would be required to be reflected in the financial statements or the notes.



10




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


The Company was acquired by Oz Saferooms Technologies, Inc., an Oklahoma corporation with a plan to combine with the Company.   The combination will likely take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination") so as to structure the business combination to be  within  the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.  No assurances can be given that the Company will be successful in Completing that combination.  Upon the acquisition, the Balance Sheet and Profit and Loss Statement reflected an obligation to the founder and prior owner of the issued and outstanding shares of the Company.  In the purchase, the shares of the Company were sold with the representation that there was no outstanding debt.  As a result of negotiations with the prior owner and to clear up the indebtedness reflected on the Balance Sheet, the indebtedness has been resolved and removed from the obligations of the Company.


The Company desires to have its shares publicly traded,  It is anticipated that any securities issued in any such business combination would be issued in compliance with a public offering upon registration of the securities or in reliance upon exemption from registration under applicable federal and state securities laws.  If such registration  occurs,  it  will  be undertaken  by the surviving entity after  the  Company  has  entered  into  an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which  may  develop  in  the Company's securities may depress the market value of the Company's securities  in  the future if such a market develops, of which there is no assurance.


Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.


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 removes the concept of a qualifying special-purpose entity from SFAS 140, "Accounting   for   Transfers   and   Servicing   of   Financial   Assets   an Extinguishments  of  Liabilities,"  establishes  a new "participating interest" definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, clarifies and amends  the  derecognition criteria for a transfer to be accounted for as a sale, and changes  the  amount that can be  recognized  as  a gain or loss on a transfer accounted for as a  sale  when beneficial interests  are  received by the transferor. Enhanced disclosures are also required to provide information about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. SFAS No. 166 is effective for interim and annual reporting periods ending after November 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its condensed financial statements.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


An investment in the company is highly speculative in nature and involves an extremely high degree of risk.

Our Business Is Difficult To Evaluate Because We Have No Operating History.

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity.



11




Management Intends To Devote

Only A Limited Amount Of Time To Seeking A Target Company Which May Adversely Impact Our Ability To Identify A Suitable Acquisition Candidate.

While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

The Time And Cost Of Preparing A Private Company To Become A Public Reporting Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most Attractive Private Companies.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company May Be Subject To Further Government Regulation Which Would Adversely Affect Our Operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

There Is Currently No Trading Market For Our Common Stock.

Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The Company Intends To Issue More Shares In A Merger Or Acquisition, Which Will Result In Substantial Dilution.

Our certificate of incorporation authorizes the issuance of a maximum of 250,000,000 shares of common stock and a maximum of 5,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.



12




Because We May Seek To Complete A Business Combination Through A “Reverse Merger”, Following Such A Transaction We May Not Be Able To Attract The Attention Of Major Brokerage Firms.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

We Cannot Assure You That Following A Business Combination With An Operating Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

There Is No Public Market For Our Common Stock, Nor Have We Ever Paid Dividends On Our Common Stock.

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.

Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

Authorization of Preferred Stock.

Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.




13





Control by Management.

OZ Saferooms Technologies, Inc. (Oklahoma) currently owns 100% of all the issued and outstanding capital stock of the Company. Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:

 

Election of the board of directors;

 

 

 

 

Removal of any directors;

 

 

 

 

Amendment of the Company’s certificate of incorporation or bylaws; and

 

 

 

 

Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.


 Andrew J. Zagorski, our Chief Executive Officer and Director, is the Chief Executive Officer and Director and controlling stockholder of OZ Saferooms Technologies, Inc. (Oklahoma) and may be deemed the beneficial owner of the 10,000,000 shares of our common stock owned by it. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.


This Report Contains Forward-Looking Statements And Information Relating To Us, Our Industry And To Other Businesses.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.


In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-



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making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of March 31, 2011 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in internal controls


Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended September 30, 2011.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the three months ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.


Item 1A. Risk Factors

Not applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There are no publicly traded securities of the Company and market risk is not a factor regarding the existing securities.

Item 4.

[Removed and Reserved]

Item 5.

Other Information.

None.







15






Item 6.

Exhibits.

 

 

 

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

3.1

Certificate of Incorporation

 

10

 

3.1

9/8/2010

3.2

By-Laws

 

10

 

3.2

9/8/2010

4.1

Specimen Stock Certificate

 

10

 

4.1

9/8/2010

31

 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

32

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

101.INS*

XBRL Instance Document

X

 

 

 

 

101.SCH*

XBRL Taxonomy Extension Schema Document

X

 

 

 

 

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

X

 

 

 

 

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

X

 

 

 

 

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

X

 

 

 

 

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Definition

X

 

 

 

 


*  Pursuant to Rule 406T of Regulation S-T, these interactive files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.



16




SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


OZ SAFEROOMS TECHNOLOGIES, INC (FORMERLY APEX 1, INC.)


Dated: November 14, 2011

 

 

 

By:  /s/ Andrew J. Zagorski

Andrew J. Zagorski, Chief Executive Officer (Principal Executive Officer) and Chairman  of the Board of Directors

 

 


 

 

 

 

 


 






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