UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011

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

Exact name of registrant as specified in Charter

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

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~~principal ~~Executive~~executive ~~Offices~~offices)

_______________

(1-888~~) 228 2829~~-494-2330

(~~Issuer~~Registrant’s ~~Telephone~~telephone number, including area code)

_______________

~~(Former~~Not ~~Name or Former Address if Changed Since Last Report)~~Applicable

~~Check whether the issuer~~ (1)Former ~~has~~name, ~~filed~~former ~~all~~address ~~reports~~and ~~required~~former tofiscal ~~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)~~year, ~~and~~if ~~(2)has~~changed ~~been~~since ~~subject~~last ~~to such filing requirements for the past 90 days.~~report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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~~the definitions of “large accelerated filer,” “accelerated filer” and “~~large~~smaller ~~accelerated~~reporting ~~filer~~company” in Rule 12b-2 of the Exchange Act ~~(Check one):~~.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) 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~~Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~November~~May 2313, ~~2010~~2011: 3,~~063~~911,~~874~~951 shares of common stock.

APEXTALK HOLDINGS, INC.

FORM 10-Q

~~September~~March 3031, ~~2010~~2011

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1915
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2620
Item 4T.	Control and Procedures	26
Item 4.	Controls and Procedures	20

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	2721
Item 1A	Risk Factors	2721
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2721
Item 3.	Defaults Upon Senior Securities	2721
Item 4.	(Removed and Reserved)	2721
Item 5.	Other Information	2721
Item 6.	Exhibits	2721

PART I-- FINANCIAL INFORMATION

Item 1. Financial ~~Information~~Statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30, 2010 (UNAUDITED)		December 31, 2009
ASSETS
Current Assets
Cash and cash equivalents	$	4,180,387	$	-
Accounts receivable from a related company		929,360		-
Other receivables, net		1,112,803		1,871
Short term note receivable from a related company		8,390,439		-
Short term note receivable		3,807,050		-
Current assets of discontinued operations		9,089		24,795
Total Currents Assets		18,429,128		26,666
Other asset		120,000		-
Property and equipment, net		352,794		539
Patent, net		8,969		8,969
Noncurrent assets of discontinued operations		30,733		41,404
Total Assets	$	18,941,624	$	77,578
LIABILITIES AND EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable	$	127,293	$	7,111
Accrued expenses		15,439		6,350
Advance from customers		667,562		-
Short term note payable		2,487,273		-
Income tax payable		1,151,369		-
Other taxes payable		101,767		-
Shareholders' loan		49,294		30,716
Current liabilities of discontinued operations		80,479		90,514
Total Liabilities		4,680,476		134,691
Commitments and Contingencies		-		-
Apextalk Stockholders' Equity (Deficiency)
Common stock, authorized 1,000,000,000 shares, par value $0.001, 3,063,874 shares and 459,706 shares issued and outstanding on September 30, 2010 and December 31, 2009, respectively		3,064		459
Additional paid-in-capital		6,634,478		358,383
Accumulated earnings (deficit)		1,330,290		(415,955	)
Accumulated other comprehensive income		131,051		-
Total Apextalk's Stockholders' Equity (Deficiency)		8,098,883		(57,113	)
Noncontrolling interests		6,162,265		-
Total Equity (Deficiency)		14,261,148		(57,113	)
Total Liabilities and Equity (Deficiency)	$	18,941,624	$	77,578

APEXTALK HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2011 (Unaudited)		December 31, 2010
ASSETS
Current Assets
Cash and cash equivalents	$	5,698,459	$	3,870,882
Accounts receivable from a related company		1,124,796		706,361
Accounts receivable from third parties		667,414		693,021
Other receivables, net		203,082		52,050
Prepaid expenses		7,283		1,442
Deposits paid for acquiring property and equipment		272,842		-
Short-term advance to a related company		609,747		-
Note receivable from a related company				1,851,009
Entrusted bank loan receivable		21,798,448		18,661,811
Current assets of discontinued operations		1,487		1,718
Total Currents Assets		30,383,558		25,838,294
Property and equipment, net		420,524		406,301
Patent, net		8,969		8,969
Noncurrent assets of discontinued operations		17,597		19,521
Total Assets	$	30,830,648	$	26,273,085
LIABILITIES AND EQUITY

Current Liabilities
Accounts payable	$	20,842	$	36,793
Accrued expenses from other payables		183,742		135,395
Advance from customers		1,586,940		1,094,365
Short term note payable		2,539,595		2,527,689
Income tax payable		752,560		2,253,071
Other taxes payable		149,062		-
Current liabilities of discontinued operations		50,838		50,838
Total Current Liabilities		5,283,579		6,098,151

Total Liabilities		5,283,579		6,098,151

Commitments and Contingencies		-		-

Stockholders' Equity
Common stock, authorized 20,000,000 shares, par value $0.001, 3,911,951 shares and 3,370,284 shares issued and outstanding on March 31, 2011 and December 31, 2010, respectively		3,912		3,370
Additional paid-in-capital		11,800,807		8,467,246
Accumulated earnings		8,413,075		4,484,588
Accumulated other comprehensive income		523,541		356,162
Total Stockholders' Equity		20,741,335		13,311,366
Noncontrolling interests		4,805,734		6,863,568
Total Equity		25,547,069		20,174,934

Total Liabilities and Equity	$	30,830,648	$	26,273,085

See accompanying notes to unaudited condensed consolidated financial statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended March 31,
	2011			2010

Consultancy fees earned - from a related company, net	$	711,330		$	-
Consultancy fees earned, net		6,390,524			-
Total Revenue, net		7,101,854			-

Operating Expenses
Payroll expenses		161,886			27,696
Rent and utilities		77,388			5,100
General and administrative		338,938			22,623
Legal and professional fees		138,875			35,689
Total Operating Expenses		717,087			91,108

Operating Income (Loss)		6,384,767			(91,108	)


Other Income
Interest income from entrusted bank loan receivable		582,940			-
Interest income		3,213			-
Total Other Income		586,153			-

Income (Loss) from Continuing Operations before Income Taxes and Discontinued Operations		6,970,920			(91,108	)

Provision for Income Taxes		(1,746,197	)		(1,588	)

Net Income (Loss) from Continuing Operations		5,224,723			(92,696	)

Discontinued Operations, Net of Taxes
Loss from discontinued operations, net of taxes		(2,156	)		(15,386	)
Loss from Discontinued Operations		(2,156	)		(15,386	)

Net Income (Loss)		5,222,567			(108,082	)

Less: Income attributable to noncontrolling interests		1,294,080			-

Net Income (Loss) attributable to stockholders		3,928,487			(108,082	)

Amounts attributable to Stockholders
Income from continuing operations		3,930,643			(92,696	)
Discontinued operations, net of taxes		(2,156	)		(15,386	)
Net income (loss)		3,928,487			(108,082	)

Other Comprehensive Income
Total foreign currency translation gain		111,068			-
Less: foreign currency translation gain attributable to noncontrolling interests		(27,356	)		-
Foreign currency translation gain attributable to stockholders		83,712			-

Comprehensive Income (Loss)	$	4,012,199		$	(108,082	)


Basic and Diluted Net Income (Loss) per Share attributable to stockholders
Net income (loss) per share from continuing operations	$	1.10		$	(0.10	)
Discontinued operations		(0.00	)		(0.01	)
Net income (loss) per share	$	1.10		$	(0.11	)

Weighted average number of common shares outstanding
during the year - Basic and Diluted		3,580,932			962,424

See accompanying notes to unaudited condensed consolidated financial statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Paid in		Accumulated Earnings		Accumulated Other Comprehensive		Total Stockholders’ Equity		Noncontrolling			Total Equity
	Shares		Amount		Capital				Income				Interest
Balance, December 31, 2010		3,370,284		3,370		8,467,246		4,484,588	356,162			13,311,366	6,863,568				20,174,934

Common stock issued for cash		541,667		542		1,299,458		—	—			1,300,000	—				1,300,000

Acquisition of additional Yi An’s shares from noncontrolling interest		—		—		2,034,103		—		83,667		2,117,770		(3,379,270	)		(1,261,500	)

Net income		—		—		—		3,928,487		—		3,928,487		1,294,080			5,222,567




Foreign currency translation gain		—		—		—		—		83,712		83,712		27,356			111,068

Balance, March 31, 2011 (Unaudited)		3,911,951	$	3,912	$	11,800,807	$	8,413,075	$	523,541	$	20,741,335	$	4,805,734		$	25,547,069

See accompanying notes to unaudited condensed consolidated financial statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(Unaudited)
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Consultancy fees earned - from a related company	$	518,020		$	-		$	845,745		$	-
Consultancy fees earned		4,649,377			-			4,665,305			-
Total Revenue		5,167,397			-			5,511,050			-
Operating Expenses
Payroll expenses		148,676			11,925			225,270			40,275
Rent and utilities		84,066			-			105,126			-
General and administrative		506,334			56			580,040			3,097
Legal and professional fees		53,461			18,752			183,842			74,029
Total Operating Expenses		792,537			30,733			1,094,278			117,401
Operating Income (Loss)		4,374,860			(30,733	)		4,416,772			(117,401	)
Other Income
Gain on bargain purchase of Yi An		-			-			306,005			-
Interest income		1,956			-			2,136			-
Total Other Income		1,956			-			308,141			-
Income (Loss) from Continuing Operations before Income Taxes and Discontinued Operations		4,376,816			(30,733	)		4,724,913			(117,401	)
Provision for Income Taxes		(1,136,863	)		(1,219	)		(1,191,790	)		(4,457	)
Income (Loss) from Continuing Operations		3,239,953			(31,952	)		3,533,123			(121,858	)
Less: Income attributable to noncontrolling interests		1,647,739			-			1,757,807			-
Income (Loss) attributable to Controlling Interest		1,592,214			(31,952	)		1,775,316			(121,858	)
Discontinued Operations, Net of Taxes
Loss from discontinued operations, net of taxes		(4,418	)		(19,815	)		(28,030	)		(59,138	)
Loss on disposal of assets, net of taxes		(1,041	)		-			(1,041	)		-
Loss from Discontinued Operations		(5,459	)		(19,815	)		(29,071	)		(59,138	)
Net Income (Loss)		1,586,755			(51,767	)		1,746,245			(180,996	)
Amounts attributable to Apextalk Stockholders
Income from continuing operations		1,592,214			(31,952	)		1,775,316			(121,858	)
Discontinued operations, net of taxes		(5,459	)		(19,815	)		(29,071	)		(59,138	)
Net income (loss)		1,586,755			(51,767	)		1,746,245			(180,996	)
Other Comprehensive Income
Total foreign currency translation gain		220,254			-			256,963			-
Less: foreign currency translation gain attributable to noncontrolling interests		(107,925	)		-			(125,912	)		-
Foreign currency translation gain attributable to Apextalk stockholders		112,329			-			131,051			-
Comprehensive Income (Loss)	$	1,699,084		$	(51,767	)	$	1,877,296		$	(180,996	)
Basic and Diluted Net Income (Loss) per Share attributable to Apextalk's stockholders
Net income (loss) per share from continuing operations	$	0.68		$	(0.07	)	$	1.08		$	(0.27	)
Discontinued operations		(0.00	)		(0.04	)		(0.02	)		(0.13	)
Net income (loss) per share	$	0.68		$	(0.11	)	$	1.06		$	(0.40	)
Weighted average number of common shares outstanding
during the period - Basic and Diluted		2,312,063			459,706			1,645,223			447,190

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2011			2010
Cash flows from operating activities
Net income (loss)	$	5,222,567		$	(108,082	)
Less discontinued operations, net of tax		(2,156	)		(15,386	)
Net income (loss) from continuing operations		5,224,723			(92,696	)
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization		31,158			32
In kind contribution of services		—			7,900
Change in operating assets and liabilities:
(Increase) in accounts receivable from related parties		(413,827	)		—
Decrease in accounts receivable from third parties		28,782			—
(Increase) Decrease in other receivables		(150,321	)		1,871
(Increase) in short term advance to a related company		(607,866	)
(Increase) in prepaid expenses		(5,841	)		(22,000	)
(Increase) in other asset		—			(60,000	)
Increase (Decrease) in accounts payable		(15,951	)		2,544
Increase (Decrease) in accrued expenses and other payables		47,694			(3,392	)
Increase in advanced from customers		485,916			—
Increase in other tax payable		148,602			—
(Decrease) in income tax payable		(1,506,461	)		—
Net cash provided by (used in) operating activities from continuing operations		3,266,608			(165,741	)
Net cash (used in) operating activities from discontinued operations		(231	)		(19,877	)
Net cash provided by (used in) operating activities		3,266,377			(185,618	)

Cash flows from investing activities
Payment for purchase of Yi An interests		(1,261,500	)		—
Purchase of equipment		(43,479	)		—
(Increase) in deposits paid to acquiring P&E		(272,001	)		—
Repayment of notes receivable from a related company		1,853,991			—
(Increase) in entrusted bank loan receivable		(3,039,329	)		—
Net cash (used in) investing activities from continuing operations		(2,762,318	)		—
Net cash (used in) investing activities from discontinued operations		—			—
Net cash (used in) investing activities		(2,762,318	)		—

Cash flows from financing activities
Proceeds from issuance of common stock		1,300,000			2,000,000
Proceeds from stockholder loan		—			18,578
Net cash provided by financing activities from continuing operations		1,300,000			2,018,578
Net cash provided by financing activities from discontinued operations		—			100
Net cash provided by financing activities		1,300,000			2,018,678

Effect of exchange rates on cash		23,287			—

Net increase in cash		1,827,346			1,833,060

Cash and cash equivalents from continuing operations at beginning of period		3,870,882			—
Cash and cash equivalents from discontinued operations at beginning of period		1,718			21,710
Cash and cash equivalents at end of period		5,699,946			1,854,770
Less cash and cash equivalents from discontinued operations at end of period		1,487			8,803
Cash and cash equivalents from continuing operations at end of period	$	5,698,459		$	1,845,967

Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	2,064,606		$	6,350

See accompanying notes to unaudited condensed consolidated financial statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY / (DEFICIENCY)
(Unaudited)
												Total
										Accumulated		Apextalk
							Accumulated			Other		Stockholders'
	Common Stock				Paid in		Earnings			Comprehensive		Equity			Noncontrolling			Total Equity
	Shares		Amount		Capital		(Deficit)			Income		(Deficiency)			Interest			(Deficiency)
Balance, December 31, 2009		459,706	$	459	$	358,383	$	(415,955	)	$	-	$	(57,113	)	$	-		$	(57,113	)
Common stock issued for cash		2,604,168		2,605		6,247,395		-			-		6,250,000			-			6,250,000
Noncontrolling interests		-		-		-		-			-		-			4,451,015			4,451,015
In kind contribution for services		-		-		28,700		-			-		28,700			-			28,700
Net income for the nine months period ended September 30, 2010		-		-		-		1,746,245			-		1,746,245			1,757,807			3,504,052
Yi An's dividend paid to noncontrolling interest		-		-		-		-			-		-			(172,469	)		(172,469	)
Foreign currency translation gain		-		-		-		-			131,051		131,051			125,912			256,963
Balance, September 30, 2010		3,063,874	$	3,064	$	6,634,478	$	1,330,290		$	131,051	$	8,098,883		$	6,162,265		$	14,261,148

See accompanying notes to unaudited condensed consolidated financial statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		For the Nine Months			For the Nine Months
		Ended			Ended
		September 30, 2010			September 30, 2009
Cash Flows from Operating Activities
	Net income (loss)	$	3,504,052		$	(180,996	)
	Less discontinued operations, net of tax		(29,071	)		(59,138	)
	Net income (loss) from continuing operations		3,533,123			(121,858	)
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Gain on bargain purchase of Yi An		(306,005	)		-
	Depreciation and amortization		32,122			64
	In kind contribution of services		28,700			40,275
Change in operating assets and liabilities net of effects from purchase of Subsidiary Yi An:
	(Increase) in accounts receivable		(11,033	)		-
	(Increase) in accounts receivable, other		(1,055,608	)		-
	(Increase) in other asset		(120,000	)		-
	(Decrease) in accounts payable		(360	)		(13,610	)
	Increase in accrued expenses		118,041			3,737
	Increase in advanced from customer		658,258			-
	Increase in income tax payable		1,052,069			-
	Increase in other tax payable		90,390			-
Net Cash Provided by (Used in) Operating Activities			4,019,697			(91,392	)
Cash Flows from Investing Activities
	Payment for purchase of Yi An, net of cash acquired		(3,782,192	)		-
	Deposit for purchase of Yi An		(2,000,000	)
	Purchase of equipment		(104,076	)		(635	)
	Decrease in notes receivable from a related company		3,683,475			-
	(Increase) in notes receivable		(3,753,991	)		-
Net Cash (Used in) Investing Activities			(5,956,784	)		(635	)
Cash Flows from Financing Activities:
	Proceeds from issuance of common stock		6,250,000			25,648
	Stock Subscription received		-			35,016
	Payments to note payable		(22,389	)		-
	Dividends paid to noncontrolling interest		(172,469	)		-
	Proceeds from stockholder loan		18,578			-
Net Cash Provided by Financing Activities			6,073,720			60,664
Effect of Exchange Rates on Cash			56,482			-
Cash Provided by (Used in) Continuing Operations			4,193,115			(31,363	)
Cash (Used in) Operating Activities from Discontinued Operations			(25,449	)		(16,040	)
Cash Provided by Financing Activities from Discontinued Operations			100			-
Effect of Change in Cash and Equivalents of Discontinued Operations			12,621			2,640
Cash Used in Discontinued Operations			(12,728	)		(13,400	)
Net Increase/ (Decrease) in Cash			4,180,387			(44,763	)
Cash and Cash Equivalents , Beginning of Period			-			45,366
Cash and Cash Equivalents, Ending of Period		$	4,180,387		$	603
Cash paid during the year for:
	Interest	$	-		$	-
	Income Taxes	$	169,926		$	1,600

See accompanying notes to unaudited condensed consolidated financial statements

APEXTALK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~AS OF SEPTEMBER 30, 2010~~ (Unaudited)

~~(UNAUDITED)~~NOTE 1. SUMMARY OF ORGANIZATION

~~NOTE~~Apextalk, 1Inc. ~~SUMMARY~~ OFwas ~~SIGNIFICANT~~incorporated ~~ACCOUNTING~~on ~~POLICIES~~November ~~AND~~7, ~~ORGANIZATION~~2007 under the laws of the state of Delaware. On November 12, 2007, Apextalk, Inc. changed its name to Apextalk Holdings, Inc (“APH”). On April 20, 2011, our Board of Directors unanimously agreed to change our name from Apextalk Holdings, Inc. to Blue Bridge Capital, Inc. (“BBC”) and a majority of the shareholders approved the name change. We filed a Definitive Information Statement on Schedule 14C with the SEC on May 9, 2011. We will file the amended articles of incorporation with the state of Delaware on May 30, 2011. The company, located in San Francisco, California, is a holding company whose subsidiaries provide various telecom services (through September 1, 2010, see Note 4) and financial consulting services.

Apextalk, Inc. (“API) was incorporated on ~~November~~June 78, ~~2007~~2004 under the laws of the state of ~~Delaware~~California. OnThe ~~November~~company ~~12,~~has ~~2007,~~integrated ~~Apextalk,~~VoIP ~~Inc.~~and ~~changed~~wireless ~~its~~technology ~~name~~ to ~~Apextalk~~develop ~~Holdings,~~various ~~Inc. The~~market ~~company,~~driven ~~located~~applications. inAPH ~~San~~completed ~~Francisco,~~the ~~California,~~acquisition isof aAPI ~~holding~~on ~~company~~November ~~whose~~16, ~~subsidiaries~~2007 ~~provide~~where ~~various~~APH ~~telecom~~purchased ~~services~~all ~~(through~~of ~~September~~the 1,outstanding ~~2010,~~shares ~~see~~of ~~Note 5) and financial consulting services~~API.

~~Apextalk~~Guangdong ~~Inc.~~Yi An Investment Consulting Company Limited (“Yi An”) was incorporated in the People’s Republic of China (“PRC” or “China”) on ~~June~~September 87, ~~2004~~2009 ~~under~~as ~~the~~a ~~laws~~limited ofliability company. Yi An engaged in financial consulting, financial advisory, management consulting, and business information consulting in the ~~state~~PRC. ofOn ~~California~~February 1, 2010, Yi An established a 51% held subsidiary named Guangzhou Hua Ying Venture Capital Co. ~~The~~, ~~company~~Ltd. ~~has~~(“Hua ~~integrated~~Ying”) ~~VoIP~~which engaged in financial advisory services in the PRC as a limited liability company. Yi An and ~~wireless~~its ~~technology~~majority toowned ~~develop~~subsidiary ~~various~~Hua ~~market~~Ying ~~driven~~are ~~applications~~hereafter referred to as (“Yi An”). On ~~Apextalk~~June ~~Holdings~~1, ~~Inc.~~2010, APH completed the ~~acquisition~~purchase of ~~Apextalk~~51% ~~Inc.~~ownership of Yi An with the last cash payment made on ~~November~~June 167, ~~2007~~2010. ~~where~~On ~~Apextalk~~October ~~Holdings~~25, ~~Inc~~2010, APH completed the purchase of additional 24.37% ~~purchased~~ownership ~~all~~of Yi An. On March 25, 2011, APH completed the purchase of additional 14.63% ownership of Yi An. As a result, APH owns 90% of the issued and outstanding ~~shares~~common stock of ~~Apextalk~~Yi ~~Inc~~An as of March 31, 2011.

Guangdong Yi An Investment Consulting Company Limited (“Yi An”) was incorporated in the People’s Republic of China (“PRC”) on September 7, 2009 as a limited liability company. Yi An engaged in financial consulting, investment advisory, management consulting, and business information consulting in the PRC. On February 1, 2010, Yi An established a 51% held subsidiary named Guangzhou Hua Ying Venture Capital Co., Ltd. (“Hua Ying”) which engaged in investment advisory services in the PRC. On June 1, 2010, Apextalk Holdings, Inc. completed the purchase of 51% ownership of Yi An with the last cash payment made on June 7, 2010.

On October 25, 2010, Apextalk Holdings, Inc. completed the purchase of additional 24.37% ownership of Yi An with the cash payment made on September 24, 2010.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Changes in Basis of Presentation

The ~~2009~~2010 financial information has been revised so that the basis of presentation is consistent with that of the ~~2010~~2011 financial information. This revision reflects the financial condition and results of operations of ~~Apextalk Inc. (“~~API”) as discontinued operations for all periods presented. For a summary of discontinued operations see Note 54.

~~Basis~~Unaudited ofInterim ~~Accounting~~Financial Information

The accompanying interim condensed consolidated financial statements ~~have~~and related notes of the Company for the three months ended March 31, 2011 and 2010, and as of March 31, 2011, are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with accounting principles generally accepted in the United ~~States~~State (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnote required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2010 on Form 10-K that was filed on March 30, 2011. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations of the Company for athe ~~comprehensive~~three ~~presentation~~months ended March 31, 2011 and 2010, the results of cash flows of the Company for the three months ended March 31, 2011 and 2010, and the financial position ~~and~~of the Company as of March 31, 2011. Interim results are not necessarily indicative of ~~operations~~the results to be expected for an entire year or any other future year or interim period.

The unaudited condensed consolidated financial statements for the nine months ended September 30, 2010 were not audited. 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 full fiscal year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2009.

Consolidation

The accompanying ~~unaudited condensed~~ consolidated financial statements include the parent company and its wholly owned subsidiary of ~~Apextalk Inc.~~ API from January 1, ~~2009~~2010 to ~~September~~March 3031, ~~2010~~2011 and majority owned subsidiary of Yi An from June 1, 2010 to ~~September~~March 3031, ~~2010~~2011. ~~Apextalk~~The ~~Holdings,~~Company ~~Inc.~~ discontinued its telecom operations, API, on September 1, 2010. However, APH ~~Apextalk Holdings, Inc.~~ still wholly owns ~~Apextalk~~API ~~Inc.~~ as of ~~September~~March 3031, ~~2010~~2011, thus, the financial condition and results of operations of ~~Apextalk~~API ~~Inc.~~ was included in the consolidated financial statements during the respective periods. All of the material inter-company transactions have been eliminated. The noncontrolling interests represent the noncontrolling shareholders’ 10.00% ownership interest of Yi An. The portion of the income applicable to noncontrolling interests in subsidiary undertaking is reflected in the consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Concentrations and Risks

Substantially ~~the~~Yi ~~majority of the Company'~~An’s assets are located in the PRC and substantially ~~the~~Yi ~~majority of the Company'~~An’s revenues were derived from customers located in the PRC. In addition, financial instruments that potentially ~~subject~~Yi ~~the~~An ~~Company~~ to significant concentrations of credit risk consist primarily of cash, accounts receivable and short term notes receivable. ~~The~~As ~~Company~~of March 31, 2011, Yi An maintained cash balances at financial institutions in the PRC. These cash balances may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limited applicable to financial institutions located in the United States. However, none of Yi An’s cash has been or is currently insured by the FDIC or a similar government sponsored institution. Yi An has not experienced any losses in such accounts and believes it is not exposed to any significant risks related to its cash. However, Yi An monitors the credit ratings of these financial institutions in order to mitigate the company’s credit risk. Further, Yi An mitigates credit risk through procedures that include determination of credit limits, credit approvals, and related monitoring procedures to ensure delinquent receivables are collected.

Yi An’s operations are carried out in China. Accordingly, Yi An’s business, financial condition and results of operations, respectively, may be influenced significantly by the political, economic and legal environments in China as well as by the general state of the economy in China. Yi An’s operations in China are subject to specific considerations and significant risks not typically associated with companies in North America. These include risks are associated with, among others, the political, economic and legal environments and foreign currency exchange. Yi An’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

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. The cash of $45,~~074~~701,~~540~~372 is uninsured by FDIC as it is held in athe ~~foreign~~ bank ~~account~~accounts in China.

Accounts Receivable and Allowance for Doubtful Accounts

---~~Investment~~Financial Consultancy services

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on managements’ assessment of customer credit history, overall trends in collections and write-offs, and expected exposures based on facts and prior experience. As of ~~September~~March 3031, ~~2010~~2011, the Company has recorded $-0- amount allowance for doubtful accounts.

---Value- added Telecom Service

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 six-month-term. Delinquent account balances are written off after management has determined that the likelihood of collection is not probable. As of ~~September~~March ~~30, 2010 and December~~ 31, ~~2009~~2011, the Company has recorded an allowance for doubtful accounts in the amounts of $-0- ~~and $2,423, respectively~~.

Property and Equipment

Property and equipment are stated at cost and are depreciated ~~using~~on ~~150%~~ the ~~double~~straight-~~declining~~line ~~balance~~ method except ~~motor~~equipment ~~vehicles~~located in United States are depreciated onusing 150% the ~~straight~~double-~~line~~declining balance method, less estimated residual values, over their estimated useful lives, which differ by asset category. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives of the assets:

8● Equipment: 3-5 years

● Furniture & fixtures: 7 years

● Equipment: 5-7 years

● Software: 5 years

● Leasehold improvements: 15over ~~years~~the lease terms

● Motor vehicles: 5 years

Expenditures associated with upgrades and enhancements are intended to improve, add functionality, or otherwise extend the life of a respective asset are capitalized; while expenditures that do not, such as repairs and maintenance, are expensed as incurred. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 350, Intangibles-Goodwill & Other, the Company evaluates the recoverability of its amortizable purchased intangible assets based on an estimate of the undiscounted cash flows resulting from the use of the related asset group and its eventual disposition. The asset group represents the lowest level for which cash flows are largely independent of cash flows of other assets and liabilities. Measurement of an impairment loss for long-lived assets that the Company expects to hold and use is based on the difference between the fair value and carrying value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments

FASB ASC 825, Disclosure about Fair Value of Financial Instruments, requires certain disclosures regarding the fair value of financial instruments. Fair value of financial instruments is made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

The carrying value of ~~other~~cash ~~current~~and ~~asset~~cash equivalents, accounts receivable, other ~~payables~~receivable, notes receivable, entrusted bank loan receivable, accounts payable, notes payable and ~~accrued~~other ~~liabilities~~payables approximate their fair values because of the short-term nature of these instruments. Management of the Company is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Revenue and Cost Recognition

---~~Investment~~Financial Consultancy services

The Company recognizes revenues from consultancy services when services are performed and collectability is reasonably assured.

---Value- added Telecom Service

The Company recognizes revenue on arrangements in accordance with FASB ASC 605, Revenue Recognition. Revenue is recognized when amounts are earned and when the amount and timing of the revenue can be reasonably estimated. Accounts with no activities in three months will be cancelled and the unused balances in these accounts will not be refunded to customers and recorded as revenue. Expenses are recognized when they occurred and matched against revenue, as a component of costs of services in the statement of operations in accordance with FASB ASC 605, Revenue Recognition. Revenues from internet communication services are recognized in the period such services are used by the end user and monthly service fee is charged.

9Advertising expenses

The Company expenses advertising costs as incurred. Advertising expenses were $99,145 and $-0- for the three months ended March 31, 2011 and 2010, respectively.

Income Taxes

The Company accounts for income taxes under the FASB ASC 740, Income Taxes. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included the enactment date.

FASB ASC 740 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This Interpretation also provides guidance on the ~~derecognition~~recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. ~~The adoption of ASC 740 has not resulted in any material impact on the Company’s financial position or results.~~

Foreign Currency Transactions

The functional currency of Yi An ~~and Hua Ying~~ is Renminbi (“RMB”). Foreign currency transactions during the period are translated to the functional currency at the approximate rates of exchange on the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the approximate rates of exchange at that date. Non-monetary assets and liabilities are translated at the rates of exchange prevailing at the time the asset or liability was acquired. Exchange gains or losses are recorded in the statement of operations.

The financial statements are translated into ~~United~~U.S. ~~States~~ Dollars (“US$”) using the closing rate method. The balance sheet items are translated into US$ using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All exchange differences are recorded within equity.

The exchange rates used to translate amounts in RMB from Yi An ~~and Hua Ying~~ into US$ for the purposes of preparing the financial statements were as follows:

	September 30, 2010
		March 31, 2011
Balance sheet items, except for share capital, additional paid-in capital and retained earnings as of period ended	~~RMB1=US$0.14930~~	RMB1=US$0.15244
Amounts included in the statements of operations and cash flows for the period	~~RMB1=US$0.14722~~	RMB1=US$0.15197

The translation gain recorded for the three months ended ~~September~~March 3031, ~~2010~~2011 was $~~112~~83,~~329~~712. ~~The translation gain recorded for the nine months ended September 30, 2010 was $131,051.~~

No presentation is made that RMB amounts have been, or would be, converted into US$ at the above rates. Although the Chinese government regulations now allow convertibility of RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that RMB could be converted into US$ at that rate or any other rate.

The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting.

Other Comprehensive Income

The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported as other comprehensive income in the statement of operations and comprehensive income and stockholders’ equity.

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 FASB ASC 260, Earnings Per Share. As of ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, there were no diluted shares outstanding.

Business Segments

The Company operates in two segments and segments information is presented in Note 65.

Reclassification

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

Recent Accounting Pronouncements

InOccasionally, ~~July~~new ~~2010,~~accounting ~~the~~standards ~~FASB~~are issued ~~update~~or ~~No.~~proposed ~~2010-20~~by –the ~~Disclosures~~FASB, ~~about~~or ~~the~~other ~~Credit~~standards-setting ~~Quality~~bodies ofthat ~~Financing~~we ~~Receivables~~adopt ~~and~~by the ~~Allowance~~effective ~~for~~date ~~Credit~~specified ~~Losses.~~within ~~The update is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating~~ the ~~adequacy of its allowance for credit losses~~standard. ~~The~~Unless ~~amendments~~otherwise ~~are~~discussed, ~~effective~~standards ~~for~~that ~~the~~do ~~first~~not ~~reporting~~require ~~period~~adoption ~~(including~~until ~~interim~~a ~~periods)~~future ~~ending~~date onare ornot ~~after~~expected ~~December~~to ~~15, 2010. Adoptions of the amendments will not~~ have ana material impact on ~~the~~our ~~company’s results of operations,~~ financial ~~position~~statements orupon ~~liquidity~~adoption.

InNOTE ~~August 2010, the FASB issued update No~~3. SHARE ~~2010-21~~TRANSFER –AGREEMENT ~~Accounting~~DATED ~~for~~JUNE ~~Technical Amendments to Various SEC Rules and Schedules Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules~~18, Forms, Schedules and Codification of Financial Reporting Policies(SEC Update). The amendments eliminated outdated provisions and provide the needed clarifications. The amendments are effective for the first reporting period (including interim periods) beginning after issuance. Adoptions of the amendments will not have an impact on the Company’s consolidated financial statements.2010

InOn ~~August~~June 18, 2010, ~~the~~APH ~~FASB~~entered ~~issued~~into ~~update~~another ~~No.~~share ~~2010-22~~transfer –agreement ~~Accounting~~with ~~for~~the ~~Various~~shareholder ~~Topics~~(“Yi –An ~~Technical~~noncontrolling ~~Corrections~~interest toshareholder”) ~~SEC~~who ~~Paragraphs~~owned ~~(SEC~~49% ~~Update).~~of ~~The~~the ~~update~~issued ~~amends~~and ~~paragraphs~~outstanding ~~based~~common onshares ~~external~~of ~~comments~~Yi ~~received~~An. ~~and~~Pursuant to this share transfer agreement, the ~~issuance~~Yi ofAn ~~SAB~~noncontrolling ~~112.~~interest ~~The~~shareholder ~~amendments~~will ~~are~~transfer ~~effective~~39% ~~for~~of ~~the~~Yi ~~first~~An’s ~~reporting~~issued ~~period~~and ~~(including~~outstanding ~~interim~~common ~~periods)~~shares ~~beginning~~to ~~after~~APH ~~issuance.~~at ~~Adoptions~~an aggregate purchase price of ~~the~~RMB ~~amendments~~21,642,616, ~~will~~which ~~not~~shall ~~have~~be anpaid ~~impact~~in onfull ~~the~~within ~~Company’s~~720 ~~consolidated~~days ~~financial~~following ~~statements~~June 18, 2010.

~~NOTE 3. ACQUISITION~~9

On ~~December~~October 1625, ~~2009~~2010, ~~Apextalk~~APH ~~Holdings,~~completed ~~Inc. entered into~~ a ~~share~~partial ~~transfer~~closing ~~agreement~~of (the ~~“Share Transfer Agreement”) with the common~~ stock ~~shareholders~~transfer ofagreement ~~Guangdong~~dated YiJune ~~An Investment Consulting Co.~~18, ~~Ltd~~2010 ~~(“Yi~~by ~~An”).~~paying ~~Pursuant to~~ the ~~Share Transfer Agreement, Apextalk Holdings, Inc will acquire 51% of the issued and outstanding common stock of~~ Yi An ~~for~~noncontrolling aninterest ~~aggregate~~shareholder ~~of RMB 25,500,000 (or approximate~~ $42,000,000). ~~The~~for ~~Share Transfer Agreement was approved by the Chinese government on March 9, 2010~~24. ~~With~~37% ~~the unanimous written consent~~ of ~~the board of directors of the Company, on June 7, 2010 the~~ Yi An’s ~~Shareholders received an aggregate of $3,951,595. In exchange, the Company acquired 51% of the~~ issued and outstanding common ~~stock of Yi An (the “Closing”)~~shares. ~~As a result of the Closing, both parties agreed that Yi An became a subsidiary of the Company from June 7, 2010, and this transactions was accounted for as a business combination.~~

11On March 25, 2011, APH completed the remaining closing of the stock transfer agreement dated June 18, 2010 by paying the Yi An noncontrolling interest shareholder $1,261,500 for 14.63% of Yi An’s issued and outstanding common shares. As a result, APH owns 90% of the issued and outstanding common stock of Yi An. Changes in a parent’s ownership interest in which the parent retains its controlling financial interest in its subsidiary are accounted for as an equity transaction. The carrying amount of the noncontrolling interest was adjusted to reflect the change in APH’s interest in Yi An. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest was adjusted were recognized in APH’s stockholders’ equity. As a result of the above transaction on purchasing 14.63% of Yi An common shares, APH’s paid-in capital was increased by $2,117,770 during the three months ended March 31, 2011

NOTE 4. DISCONTINUED THE OPERATIONS OF APEXTALK INC.

~~The~~On ~~total~~November ~~purchase~~19, ~~price~~2010, ~~for~~API ~~this~~entered ~~acquisition~~into ~~was~~an ~~$3,951,595. Of~~Asset Purchase Agreement (the ~~total~~“Purchase ~~cash~~Agreement”) ~~consideration~~with ofInno ~~$3,951,595,~~Global ~~$306~~Inc. (“Innoglo”),~~005~~ ~~was~~a ~~preliminarily~~California ~~allocated~~company, toThe ~~gain~~Purchase onAgreement ~~bargain~~was ~~purchase,~~effective ~~$13~~September 1,~~102,872~~ to2010 ~~tangible~~and ~~assets,~~provided ~~$169,403~~for tothe transfer of cash ~~acquired,~~equal to $2,~~563,660~~753 toand ~~net~~gross ~~assumed~~accounts ~~liabilities~~receivable ~~and~~equal to $6 2,~~451,615~~244 net of an allowance for doubtful accounts equal to ~~noncontrolling~~$395 ~~interests.~~by API ~~Gain~~to onInnoglo ~~bargain~~in ~~purchase~~exchange ~~represents~~for the ~~excess~~assumption of ~~net~~certain API ofliabilities ~~the~~by ~~acquisition-date~~Innoglo. ~~amounts~~Specifically, ofInnoglo ~~the~~assumed ~~identifiable~~deferred ~~assets~~revenue ~~acquired~~from ~~and~~API ~~the~~equal ~~liabilities~~to ~~assumed~~$4,602. ~~excess~~The ~~over~~net ~~the~~assets ~~aggregate~~transferred ~~purchase~~from ~~price~~API ~~and~~to ~~the~~Innoglo ~~fair~~were ~~value~~equal ofto the ~~noncontrolling~~net ~~interest~~liabilities inassumed Yiby AnInnoglo from API. ~~Such~~As ~~preliminarily~~such, no gain or loss is ~~present~~recognized ason ~~separately~~the intransaction. Pursuant to the ~~Company~~closing of the Purchase Agreement, APH transferred API’s ~~condensed~~telecom ~~statement~~customers ofto ~~operation~~Innoglo and ~~other~~discontinued ~~comprehensive~~its ~~income~~telecom business operations.

	Fair Value
Fixed assets	$	271,368
Deposits paid for acquiring P&E		2,481
Accounts receivables		900,242
Other receivables		39,591
Note receivable		11,889,190
Cash in bank		169,403
Other payables		(805	)
Note payable		(2,460,965	)
Accrued professional fees		(2,001	)
Accrued expenses		(7,205	)
Income taxes payable		(82,781	)
Other taxes payable		(9,903	)
Non-controlling interest in Hua Ying		(2,360,379	)
Non-controlling interest in Yi An		(4,090,636	)
Cash APXG paid for 51% interest in Yi An		(3,951,595	)
Gain on bargain purchase of 51% interest in Yi An	$	(306,005	)

The following table summarized the assets and liabilities of the discontinued operations, excluding intercompany balances eliminated in consolidated, at March 31, 2011 and December 31, 2010, respectively:

This business combination did have a material impact on the Company’s condensed consolidated financial statements, and therefore pro forma disclosures are presented below. The following information is under the assumption that Apextalk Holdings, Inc. purchased 51% of Yi An interest on Yi An’s inception date as of January 1, 2010 at book value.


	3/31/2011 (Unaudited)		12/31/2010
Assets in discontinued operations
Current assets:
Cash and cash equivalents	$	1,487	$	1,718
Accounts receivable, net of allowance		-		-
Total current assets		1,487		1,718

Non-current assets:
Property, plant and equipment, net		17,597		19,521

Total assets in discontinued operations	$	19,084	$	21,239

Liabilities in discontinued operations
Accounts payable	$	10,419	$	10,419
Accrued expenses		40,419		40,419

Total liabilities in discontinued operations	$	50,838	$	50,838

Pro forma Apextalk Holdings, Inc. condensed consolidated statements of operations and other comprehensive income
	Nine months
	ended
	9/30/2010
Total revenues	$	6,519,143
Cost of service		16,845
Gross profit (loss)		6,502,298
Total operating expenses		1,294,722
Income from operations		5,207,576
Total other income (expenses)		2,782
Income from operations before taxes		5,210,358
Income taxes expense		1,393,767
Net Income		3,816,591
Add: net profit attributable to noncontrolling interests		2,070,151
Net Income attributable to Apextalk Stockholders		1,746,440
Foreign currency translation gain attributable to Apextalk		114,848
Comprehensive Income	$	1,861,288

The results of operations of API for the three months ended March 31, 2011 and 2010 presented below:

1210

NOTE 4. SHARE TRANSFER AGREEMENT DATED JUNE 18, 2010

	Three Months Ended
	3/31/2011			3/31/2010

Revenue	$	-		$	3,730
Cost of revenue		-			7,105
Gross loss		-			(3,375	)
Net loss		(2,156	)		(15,386	)
Net loss attributable to the Company	$	(2,156	)	$	(15,386	)

Per share information attributable to the Company
Basic and diluted net loss per common shares	$	(0.00	)	$	(0.01	)
Average common shares outstanding - basic and diluted		3,580,932			962,424

OnNOTE June 18, 2010, the Company entered into another share transfer agreement with the shareholder (“Yi An noncontrolling interest shareholder”) who owned 49% of the issued and outstanding common shares of Yi An5. SEGMENT Pursuant to this share transfer agreement, the Yi An noncontrolling interest shareholder will transfer 39% of Yi An’s issued and outstanding common shares to the Company at an aggregate purchase price of RMB 21,642,616 (approximately $3,182,738), which shall be paid in full within 720 days following June 18, 2010.INFORMATION

OnUpon ~~September~~the ~~24,~~closing ~~2010,~~of the ~~Company~~first ~~transferred~~acquisition $2of Yi An ,~~000,000~~ ~~cash~~both toAPH ~~the~~and Yi An ~~noncontrolling~~agreed ~~interest~~that ~~shareholder~~Yi toAn ~~execute~~would ~~part~~be ofa ~~this~~subsidiary ~~share~~of ~~transfer~~APH ~~agreement.~~as Asof ~~this~~June ~~cash~~7, ~~payment~~2010. ~~was~~However, ~~not~~upon ~~settled~~the asdiscontinuing operation of API on September 301, 2010, therefore, we only have consulting services segment for the ~~Company~~three ~~accounted~~months ~~51%~~ended ~~ownership~~March of31, Yi2011 Anwhile asonly ofhave ~~September~~value-add 30telecom service segment for the three months ended March 31, 2010. As the result, no table related to the three months ended March 31, 2011 and 2010 segment information is present.

NOTE 6. SHORT-TERM ADVANCE TO A RELATED COMPANY

~~NOTE~~As 5of March 31, 2011, the Company has a short-term advance of $609,747 to Guangzhou China Royal Pawn Co. ~~DISCONTINUED~~ ~~THE~~Ltd. ~~OPERATIONS~~(“China OFRoyal ~~APEXTALK~~Pawn” ~~INC~~see Note 15). Advance to the related company is unsecured, interest free and repayable on demand. The amount was repaid in early April 2011.

OnNOTE ~~November 19, 2010, Apextalk, Inc~~7. NOTES ~~entered~~RECEIVABLE ~~into~~FROM anRELATED Asset Purchase Agreement (the “Purchase Agreement”) with Inno Global Inc. (“Innoglo”), a California company, The Purchase Agreement was effective September 1, 2010 and provided for the transfer of cash equal to $2,753 and gross accounts receivable equal to $ 2,244 net of an allowance for doubtful accounts equal to $395 by Apextalk, Inc. to Innoglo in exchange for the assumption of certain Apextalk, Inc. liabilities by Innoglo. Specifically, Innoglo assumed deferred revenue from Apextalk, Inc. equal to $4,602. The net assets transferred from Apextalk, Inc. to Innoglo were equal to the net liabilities assumed by Innoglo from Apextalk, Inc. As such, no gain or loss is recognized on the transaction. Pursuant to the closing of the Purchase Agreement, Apextalk Holdings, Inc. transferred Apextalk Inc.’s telecom customers to Innoglo and discontinued its telecom business operations. COMPANY

~~The~~As ~~following~~of ~~table~~December ~~summarized~~31, 2010, the ~~assets~~Company ~~and~~has ~~liabilities~~a loan of ~~the~~$1,851,009 ~~discontinued~~to ~~operations,~~China ~~excluding~~Royal ~~intercompany~~Pawn. ~~balances~~Loan ~~eliminated~~to inthe ~~consolidated,~~related atcompany ~~September~~is 30unsecured, ~~2010~~interest free and ~~December~~repayable ~~31,~~on ~~2009,~~demand. ~~respectively:~~The loan was repaid in January 2011.

	9/30/2010		12/31/2009
Assets in discontinued operations
Current assets:
Cash and cash equivalents	$	9,089	$	21,710
Accounts receivable, net of allowance		-		3,085
Total current assets		9,089		24,795
Non-current assets:
Property, plant and equipment, net		30,733		41,404
Total assets in discontinued operations	$	39,822	$	66,199
Liabilities in discontinued operations
Accounts payable	$	18,884	$	23,055
Accrued expenses		57,743		54,743
Unearned revenue		-		11,717
Accounts payable to Innoglo		2,753		-
Shareholder's loan		1,100		1,000
Total liabilities in discontinued operations	$	80,480	$	90,515

NOTE 8. ENTRUSTED BANK LOAN RECEIVABLE

~~Financial~~Since ~~data~~2010 ~~for~~Yi An entered into entrusted loan arrangements with certain bankers in the ~~discontinued~~aggregate ~~operations~~amount of ~~Apextalk~~$16,768,037, ~~Inc.~~in ~~for~~which Yi An acts as the ~~three~~entrusting party, the bankers act as the lender and ~~nine~~a ~~months~~related ~~ended~~company, ~~September~~acts 30as the borrower (the “Entrusted bank loans receivable from a related party”). The Entrusted bank loans receivable from a related party of $6,097,468 ~~2010~~bears interest at 8.4% per annum and ~~September~~another 30Entrusted bank loans receivable from a related party of $7,621,835 ~~2009~~bears isinterest asat ~~follows:~~20% per annum, and the new Entrusted bank loans in 2011 of $3,048,734 bears interests at 8% per annum, All notes will be wholly repayable within twelve months. The interest income arising from the Entrusted bank loans receivable from a related party for the three months ended March 31, 2011 was $512,717.

	Three Months Ended						Nine Months Ended
	9/30/2010			09/30/2009			9/30/2010			09/30/2009
Total revenue	$	4,070		$	7,755		$	13,468		$	14,427
Pretax loss		(5,459	)		(19,815	)		(29,071	)		(58,338	)
Income tax provision		-			-			-			(800	)
Net loss		(5,459	)		(19,815	)		(29,071	)		(59,138	)
Net loss attributable to Apextalk Holdings, Inc.	$	(5,459	)	$	(19,815	)	$	(29,071	)	$	(59,138	)
Per share information attributable to Apextalk Holdings, Inc.
Basic and diluted net loss per common shares	$	(0.00	)	$	(0.04	)	$	(0.02	)	$	(0.13	)
Average common shares outstanding - basic and diluted		2,312,063			459,706			1,645,223			447,190

During 2010, Hua Ying entered into entrusted loan arrangements in aggregate amount of $5,030,411 with banks, in which Hua Ying acts as the entrusting party, the banks act as the lender and two third parties, act as the borrowers (the “Entrusted bank loans receivable”). The Entrusted bank loans receivable of $533,528 and $1,905,459 to a third party bear interest at 11.12% and 6% per annum respectively and will be wholly repayable within twelve months. The Entrusted bank loan receivable of $2,591,424 to a third party bears interest at 6% per annum and will be wholly repayable within twelve months. The interest income arising from the Entrusted bank loan receivable for the three months ended March 31, 2011 was 870,023.

During the discontinued transactions, Apextalk Inc. retired some computers and record $1,041 loss on the disposal.

NOTE 6. SEGMENT INFORMATION

Upon the closing of the first acquisition of Yi An (see Note 3), both Apextalk Holdings, Inc. and Yi An agreed that Yi An would be a subsidiary of Apextalk Holdings, Inc. as of June 7, 2010, therefore, we were involved in two segments of business: investment consulting services in the PRC and value-added telecom service in the U.S.

Investment consulting services segment engages in financial consulting, investment advisory, management consulting, and business information consulting in the PRC.

Value-add telecom service segment has integrated VoIP and wireless technology to develop various market driven applications in the U.S..

The following tables present summarized information by segment (note: prior to June 7, 2010, the Company only had one segment, therefore, no table related to September 30, 2009 year end segment information is present).

For the three months ended September 30, 2010
	Investment					Intersegment		Consolidated
	Consulting		Other			Eliminations		Results
Total segment operating revenues	$	5,167,397	$	0		$		$	5,167,397
Operations and supports expenses		685,791		82,102					767,893
Depreciation and amortization expenses		24,486		158					24,644
Total segment operating expenses		710,277		82,260					792,537
Segment operation income (loss)		4,457,120		(82,260	)				4,374,860
Other income		1,956		179,580			(179,580)		1,956
Segment income (loss) before income taxes	$	4,459,076	$	97,320		$	(179,580)	$	4,376,816

For the nine months ended September 30, 2010
	Investment					Intersegment		Consolidated
	Consulting		Other			Eliminations		Results
Total segment operating revenues	$	5,511,050	$	0		$		$	5,511,050
Operations and supports expenses		761,171		300,985					1,062,156
Depreciation and amortization expenses		31,900		222					32,122
Total segment operating expenses		793,071		301,207					1,094,278
Segment operation income (loss)		4,717,979		(301,207	)				4,416,772
Other income		2,136		485,585			(179,580)		308,141
Segment income (loss) before income taxes	$	4,720,115	$	64,378		$	(179,580)	$	4,724,913

Reconciliation of Reportable Segment Assets to Consolidated Assets
Assets for investment consulting	$	18,664,991
Assets for discontinued operations		39,822
Assets for corporate		6,355,499
Intersegment investment		(5,951,595)
Intersegment notes		(167,093)
Consolidated total assets	$	18,941,624

NOTE 7. NOTE RECEIVABLE FROM RELATED COMPANY

As of September 30, 2010, Yi An has a loan of $8,390,439 to Guangzhou China Royal Pawn Co. Ltd. (“China Royal Pawn”), which is controlled by a director of Yi An (see Note 15). Loan to the related company is unsecured, interest free and repayable on demand. A fee from the related company based on 2.5% per month of the outstanding loan amount is charged each month for an interest charge. On November 3, 2010, the outstanding notes receivable balance of $8,390,439 as at September 30, 2010, has been fully paid back (see Note 17).

NOTE 8. NOTE RECEIVABLE

As of September 30, 2010, cash advances to third parties of $2,090,145 are unsecured, interest free and repayable on October 8, 2010 to November 29, 2010. Consultancy fees from third parties based on 0.05% per day of the outstanding loan amount is charged each day in place of an interest charge. As of October 26, 2010, $1,492,961 of the outstanding amount has been duly received.

NOTE 9. PROPERTY AND EQUIPMENT

At ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010 property and equipment iswere as follows:

	September 30, 2010 (unaudited)		December 31, 2009
Computer and Office Equipment	$	37,311	$	635
Motor Vehicles		275,337		-
Leasehold Improvement		72,363		-
Less accumulated depreciation		(32,217)		(96)
	$	352,794	$	539

Depreciation expense for the nine months ended September 30, 2010 and 2009 was $32,122 and $64, respectively.

	March 31, 2011 (Unaudited)		December 31, 2010

Computer and Office Equipment	$	59,145	$	57,138
Motor Vehicles		381,247		338,085
Leasehold Improvement		80,917		80,705
Less accumulated depreciation		(100,785)		(69,627)
	$	420,524	$	406,301

~~NOTE~~Depreciation ~~10. NOTE~~expense ~~PAYABLE~~for the three months ended March 31, 2011 and 2010 was $31,158 and $32, respectively.

AsNOTE of10. SHORT ~~September~~TERM ~~30,~~NOTE ~~2010, Yi An has cash advanced from a third party of $2,487,273, which is unsecured, interest free and repayable on demand.~~PAYABLE

As of March 31, 2011 and December 31, 2010, the Company has cash advanced from a third party of $2,539,595 and $2,527,689, which is unsecured, interest free and repayable on demand.

NOTE 11. INCOME TAXES

The Company accounts for income taxes under FASB ASC 740, Income Taxes. Under FASB ASC 740, clarification is given on the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, FASB ASC 740, Income Taxes, describes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Yi An was incorporated in the PRC and is subject to PRC income tax which is computed according to the relevant laws and regulations in the PRC. The applicable tax rate is 25% in 2011 and 2010.

NOTE 12. LEASE COMMITMENTS

Operating Lease Commitments

Yi An leased office ~~space~~spaces from a third ~~party~~parties under an operating lease which ~~expires~~expire ~~on March 25, 2012~~ at avarious ~~monthly~~dates ~~rental rate of $13,049, and several staff quarters~~ from ~~third~~January ~~parties~~2010 ~~under~~through ~~operating~~June ~~leases~~30, ~~which~~2014 ~~expire~~at onvarious ~~varies~~monthly ~~dates~~rent inand ~~2011~~management atfee ~~monthly~~totaling ~~rental~~from ~~rate~~$603 ofto $213,~~463~~425.

AsAPH atleased ~~September~~office ~~30,~~space ~~2010,~~from Yia Ancompany ~~had~~that anowned ~~outstanding~~by ~~commitment~~the ~~with~~Chairman ~~respect~~of to the ~~above~~Company under an operating ~~leases,~~ lease which ~~are~~expires ~~due~~on asDecember ~~follows:~~31, 2011 at a monthly rental rate of $2,000.

Year ending December 31	Amount
2010	$	46,538
2011		171,496
2012		36,899
Total	$	268,271

As at March 31, 2011, the Company had an outstanding commitment with respect to the above operating leases, which are due as follows:

Capital Commitments

Year ending December 31	Amount
2011	$	252,720
2012		195,223
2013		159,041
2014		100,240
2015		68,900
Total	$	776,124

~~Yi An renovated the office during nine months ended September 30, 2010. As at September 30, 2010, Yi An had an outstanding commitment of $15,684 with respect to the renovation contracts.~~12

NOTE 13. STOCKHOLDERS’ EQUITY

Common Stocks

On ~~January~~February 2024, ~~2010~~2011, the Company ~~effectuated~~issued an541,667 ~~initial~~shares ~~closing~~common ofstock ~~the~~to ~~Stock~~Foshan ~~Purchase~~Royal ~~Agreement~~Investment ~~whereby~~Ltd., ~~the~~a ~~Company~~New ~~issued~~Jersey tocompany, ~~the~~at ~~Champion~~a ~~Investors~~purchase ~~(China)~~price ~~Ltd~~of $2.40 ~~(“Purchaser”)~~per ~~416~~share,~~667~~ ~~shares in exchange~~ for $1,~~000~~300,000 ofin ~~the Purchase Price~~cash.

On February 22, 2010, the Company effectuated the second closing of the Stock Purchase Agreement upon receipt of an additional $1,000,000 of the Purchase Price, in connection with which the Company issued to the Purchaser 416,667 shares of the Company’s common stock.

On May 26, 2010, the Company effectuated the third and final closing of the Stock Purchase Agreement whereby the Company issued to the Purchaser 833,334 shares of the Company’s common stock in exchange for $2,000,000 cash. Further, the Company sold the Purchaser additional 104,167 shares of the Company’s newly issued common stock at a purchase price of $2.40 per share with an aggregate amount of $250,000.

On September 9, 2010, the Company entered another Stock Purchase Agreement with the Champion Investors (China) Ltd, that the Company agreed to sell 833,333 shares of the Company’s newly issued common stock at a purchase price of $2.40 per share with an aggregate amount of $2,000,000. On September 21, 2010, the Company effectuated this stock purchase agreement.

In Kind Contribution

For the nine months ended September 30, 2010, key management personnel contributed administrative and managerial services to the Company with a fair value of $28,700 (See Note 15).

Cash Dividend

On August 16, 2010, Yi An paid $352,049 (RMB 2,400,000) cash dividend to Yi An’s shareholders. As one of the Yi An’s shareholders, Apextalk Holdings, Inc. received $179,580 cash dividend from Yi An.

NOTE 14. STATUTORY RESERVES

As stipulated by the relevant laws and regulations for enterprises operating in the PRC, Yi An is required to make annual appropriations to a statutory surplus reserve fund. Specifically, Yi An is required to allocate 10% of its profits after taxes, as determined in accordance with the PRC accounting standards applicable to Yi An , to a statutory surplus reserve until such reserve reaches 50% of the registered capital of Yi An. ~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2009~~2010, Yi An provided $64969,~~500~~150 statutory reserve. which is included in accumulated earnings of the Company’s Stockholders’ equity.

NOTE 15. RELATED PARTY TRANSACTIONS

---Value- added Telecom Service

The current U.S. office space is sub-leased from ~~one~~the ofcompany that owned by the ~~shareholders~~chairman onof athe ~~month~~Company toduring ~~month~~2011 ~~basis~~and 2010. The rent expense for the ~~nine~~three ~~month~~months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 is $186,000 and $26,~~205~~000, respectively.

~~The~~During ~~Company entered into an agreement with Apex Telecom, a shareholder of~~ the ~~Company,~~three ~~for~~months ~~leasing~~ended ~~the~~March ~~facility and related equipment for use in operations during 2009. The monthly rate of this lease was $200 per month. Effective on January 1~~31, ~~2010~~2011, the Company ~~does~~paid ~~not lease the facility and related equipment from Apex Telecom, the leasing expense for the nine months ended September 30, 2010 and 2009 was~~ $~~0 and $1~~5,~~800,~~000 ~~respectively.~~consultancy Infees ~~addition, Apex~~to ~~Telecom~~a ~~had~~company ~~accounted~~that ~~for~~is ~~100%~~owned ofby the ~~total~~Chairman ~~cost~~ of ~~sales of~~ the ~~company, for the nine months ended September 30, 2010, and 2009, respectively~~Company.

16During the three months ended March 31, 2010, API accrued compensation for key management personnel for the administrative and managerial services rendered to the company. The total compensation accrued for the three months ended March 31, 2010 is $1,125.

~~During~~In ~~the~~addition ~~period~~on ~~ended~~the ~~September~~compensation ~~30,~~for ~~2010~~key ~~and~~management ~~2009,~~personal ~~Apextalk Inc.~~ accrued ~~compensation~~by ~~for~~API. ~~key~~as ~~management~~stated ~~personnel~~above, for the ~~administrative~~three ~~and~~months ~~managerial~~ended ~~services~~March ~~rendered~~31, to2010, ~~the~~key ~~company. The~~management ~~total~~personnel ~~compensation~~contributed ~~accrued~~administrative ~~for~~and ~~the~~managerial ~~nine~~services ~~months~~to ~~ended~~APH ~~September~~with ~~30,~~a ~~2010~~fair ~~and~~value ~~2009~~of is $37,~~000 and $4,995, respectively~~900.

In---Financial ~~addition~~Consultancy on the compensation for key management personal accrued by Apextalk, Inc. as stated above, for the nine months ended September 30, 2010 and 2009, key management personnel contributed administrative and managerial services ~~to Apextalk Holdings, Inc. with a fair value of $28,700 and $40,275, respectively (See Note 13).~~

On July 1, 2010, Yi An entered into a two-~~--Investment~~year ~~Consultancy~~strategic alliance agreement with China Royal Pawn, a related company. A director of both APH and Yi An is also one of the five directors of China Royal Pawn. This director owns shares in APH, but no shares in Yi An. According to the agreement, Yi An would refer clients to the related company, and receive 10% of the fee charged by the related company as referral commission, and an additional 30% as consultancy fee for risk control services provided regarding the referred clients.

OnDuring ~~July~~the 1,three ~~2010,~~months Yiperiod Anended ~~entered~~March ~~into~~31, ~~a two-year strategic alliance agreement with~~2011, ~~Guangzhou~~Yi ~~China~~An ~~Royal~~received ~~Pawn~~net ~~Co.~~consultancy ~~Ltd.~~fees ~~(“China~~of ~~Royal Pawn”)~~$711,330 afrom the related company, ~~controlled by a director of Yi An .~~ China Royal Pawn ~~is owned by four shareholders, which are four different companies~~. ATotal ~~director~~accounts ofreceivable ~~Apextalk Holdings, Inc. and Yi An, is the company shareholder representative~~ of ~~one of four companies above. This director owns shares in Apextalk Holdings~~ $1, ~~Inc.~~124,796 ~~but~~from ~~not~~this ~~Yi An. According to the agreement, Yi An would refer clients to the~~ related company, ~~and~~is ~~receive~~recorded ~~10%~~as of ~~the~~March ~~fee charged by the related company as referral commission~~31, ~~and an additional 30% as consultancy fee for risk control services provided regarding the referred clients~~2011.

~~During~~As ~~the~~of ~~four~~March ~~month period ended September 30~~31, ~~2010~~2011, Yithe AnCompany ~~received~~has ~~consultancy~~a short-term ~~fees~~advance of $~~845~~609,~~745~~747 ~~from~~to ~~the related company,~~ China Royal Pawn. ~~Total~~ ~~accounts~~The ~~receivable~~advance ~~of $8,390,439 from this related company~~ is ~~recorded as of September 30~~unsecured, ~~2010.~~interest Onfree ~~November~~and 3,repayable ~~2010,~~on ~~the~~demand. ~~outstanding~~The ~~notes~~amount ~~receivable~~was ~~balance~~repaid ofin ~~$8,390,439~~early asApril ~~at September 30, 2010, has been fully paid back~~2011.

~~NOTE~~ Since 2010, Yi An entered into entrusted loan arrangements with certain bankers in the aggregate amount of $16,768,037, in which Yi An acts as the entrusting party, the bankers act as the lender and a related company, acts as the borrower (the “Entrusted bank loans receivable from a related party”). ~~STOCK~~ ~~PURCHASE~~The ~~AGREEMENT~~Entrusted ~~DATED~~bank ~~NOVEMBER~~loans 17receivable from a related party of $6,097,468 ~~2009~~bears interest at 8.4% per annum and another Entrusted bank loans receivable from a related party of $7,621,835 bears interest at 20% per annum, and the new Entrusted bank loans in 2011 of $3,048,734 bears interests at 8% per annum, All notes will be wholly repayable within twelve months. The interest income arising from the Entrusted bank loans receivable from a related party for the three months ended March 31, 2011 was $512,717.

On December 14, 2009, the Company assisted its then existing shareholders (the “Apextalk Shareholders”) to close a portion of a stock purchase agreement (the “Agreement”) with Apextalk, Inc.(“Apextalk”), Global Apex Holdings, Inc., a Delaware corporation whose shareholders were identical to the Apextalk Shareholders (“Global Apex Holdings”), Global Apex, Inc., a California corporation and a wholly owned subsidiary of Global Apex Holdings (“Global Apex”) and five individual purchasers set forth in the Agreement (the “Purchasers”).13

~~Subject~~NOTE ~~to the terms and condition of the Agreement, the Company will transfer 70% of its equity interest in Apextalk, Inc~~16. to Global Apex, Inc. and the Company will retain the remaining 30% equity interest in Apextalk, Inc.. As of November 22, 2010, the transfer has not completed due to the complications arise from operations and of net assets transfer. The Company is planning to complete this transfer by the end of December, 2010. CONCENTRATIONS

As ~~additional consideration, the Company agreed to grant Global Apex Holdings the right to receive a cash payment in the amount~~ of ~~$30,000~~March ~~for each $1~~31,~~000,000~~ ~~invested into the Company of up to $4~~2011,~~000,000~~ in99% ~~the aggregate from outside investors. As~~ of ~~September 30, 2010, Global Apex Holdings received $120,000 in cash payments from the~~ Company’s ~~related~~net ~~to the $4,000,000 common stocks issued to the outside investors during the nine months end at September 30, 2010. The Company recorded the $120,000 payments as other~~ assets toare ~~Global~~located ~~Apex~~in ~~Holdings as~~ the ~~transaction with Global Apex Holdings is not complete~~PRC.

~~Among the $300,000 purchase price proceeds, approximately $50,000 will be available in the form of a short~~-~~term~~--Financial ~~loan~~Consultancy ~~to the Company to support its operations and expansion. As of September 30, 2010, $48,794 from the proceeds was loaned to the Company.~~services

17As of March 31, 2011, 13% of revenue earned was due from Customer A.

NOTE 17. ~~SUBSEQUENT~~ LEGAL ~~EVENTS~~PROCEEDINGS

On ~~October~~December 2516, 2010, ~~Apextalk~~a ~~Holdings,~~third ~~Inc.~~party ~~completed~~trading acompany ~~partial~~commenced ~~closing~~an ofaction against the ~~stock~~Company ~~transfer~~in ~~agreement~~the ~~dated~~Supreme ~~June~~Court ~~18,~~of ~~2010~~the ~~(See~~State ~~Note~~of 4)New byYork, ~~paying~~for ~~the~~compensatory Yidamages Anand ~~noncontrolling~~an ~~interest~~award ~~shareholder~~of ~~$2,000,000~~attorney’s ~~for 24~~fees.~~37%~~ ofIn Yithe ~~An’s~~action, ~~issued~~Dongguan ~~and~~Suile ~~outstanding~~Trading ~~common stock~~Co. AsLtd. a(“Dongguan”) ~~result~~sought compensatory damages equal to $2,500,383, ~~Apextalk~~plus ~~Holdings~~interest and cost, ~~Inc.~~pursuant ~~owns~~to ~~75.37%~~the terms of ~~the~~a ~~issued~~loan ~~and~~Agreement, ~~outstanding~~in ~~common~~which ~~stock~~it ofalleged Yithe AnCompany had defaulted.

OnAs ~~November~~of 3March 31, ~~2010~~2011, the ~~outstanding~~above ~~notes~~legal ~~receivable~~proceeding ~~balance~~was not settled. However, the Company has verbally agreed to pay Dongguan the full amount of its claim equal to $82,~~390~~539,~~439~~595 ~~as of~~and ~~September~~is ~~30,~~awaiting ~~2010,~~the ~~which~~preparation ~~was~~of ~~made~~the toStipulation ~~China~~of ~~Royal~~Discontinuance ~~Pawn,~~to ~~has~~be ~~been~~prepared ~~fully~~by ~~paid~~Dongguan’s ~~back~~attorney.

OnOther ~~November~~than 8,as ~~2010~~described above, ~~Board~~there ofare ~~Directors~~no ofmaterial ~~Apextalk~~legal ~~Holdings,~~proceedings ~~Inc.~~to ~~approved~~which athe ~~total~~Company ofis ~~$30,000 cash dividend and~~ a ~~one-for-ten~~party, ~~stock~~or ~~dividend~~ to bewhich ~~effected~~any toof ~~stockholders~~the ofCompany’s ~~record~~property onis ~~October 26~~subject, ~~2010.~~that ~~The~~the ~~date~~Company ofexpect ~~distribution~~to ishave ~~not~~a ~~finalized~~material asadverse ofeffect ~~November~~on ~~22,~~our ~~2010~~financial condition.

~~On November 19, 2010, Apextalk, Inc~~NOTE 18. STOCK ~~entered~~PURCHASE ~~into~~AGREEMENT anDATED ~~Asset~~NOVEMBER ~~Purchase Agreement (the “Purchase Agreement”) with Inno Global Inc. (“Innoglo”)~~17, a California company, Pursuant to the closing of the Purchase Agreement, Apextalk Holdings, Inc. transferred Apextalk Inc.’s telecom customers to Innoglo and discontinued its telecom business operations (See Note 5).2009

18On December 14, 2009, APH assisted its then existing shareholders (the “Apextalk Shareholders”) to close a portion of a stock purchase agreement (the “Agreement”) with API, Global Apex Holdings, Inc. (“GAH”), a Delaware corporation whose shareholders were identical to the Apextalk Shareholders, Global Apex, Inc. (“GAI”), a California corporation and a wholly owned subsidiary of Global Apex Holdings and five individual purchasers set forth in the Agreement (the “Purchasers”).

~~Item~~Pursuant 2to the Agreement, the Apextalk Shareholders agreed to transfer to the Purchasers an aggregate of 413,736 shares of APH’s common stock (the “Purchased Shares”), representing 90% of the APH’s issued and outstanding common stock, at an aggregated purchase price of $300,000 (the “Purchase Price”). ~~Management~~ After the final closing of the Stock Purchase, the Purchasers aggregately hold 90% of the APH’s ~~Discussion~~issued and ~~Analysis~~outstanding common stock as of ~~Financial~~Decemb31, ~~Condition~~2009.

Subject to the terms and condition of the Agreement, APH will transfer 70% of its equity interest in API to GAI, and APH will retain the remaining 30% equity interest in API. As of May 13, 2011, the transfer has not completed due to the complications arise from operations and of net assets transfer. APH is planning to complete this transfer by the end of June 2011.

As additional consideration, APH agreed to grant GAH the right to receive a cash payment in the amount of $30,000 for each $1,000,000 invested into the Company of up to $4,000,000 in the aggregate from outside investors. During 2010, GAH received $120,000 in cash payments from the APH related to the $4,000,000 common stocks issued to the outside investors during the year ended at December 31, 2010.

NOTE 19. SUBSEQUENT EVENTS

On April 14, 2011, Dongguan requested that the Court of the State of New York allow it to withdraw its pending motion for Court Order Approving Stipulation for Settlement of Claim schedule for argument on April 18, 2011. As of March 31, 2011, the above legal proceeding was not settled. However, the Company has verbally agreed to pay Dongguan the full amount of its claim equal to $2,539,595 and is awaiting the preparation of the Stipulation of Discontinuance to be prepared by Dongguan’s attorney.

On April 20, 2011, our Board of Directors unanimously agreed to change our name from Apextalk Holdings, Inc. to Blue Bridge Capital, Inc. (“BBC”) and a majority of the shareholders approved the name change. We filed a Definitive Information Statement on Schedule 14C with the SEC on May 9, 2011. We will file the amended articles of incorporation with the state of Delaware on May 30, 2011.

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

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.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in these forward-looking statements, including the risks and uncertainties described below and other factors we describe from time to time in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). We therefore caution you not to rely unduly on any forward-looking statements. The forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Corporate History and Structure

We are a Delaware company with subsidiaries and affiliate entity in both U.S. and China.

Apextalk Holdings, Inc., hereinafter referred to as the “Company,” “we,” “us,” or “our”) was incorporated in the State of Delaware on November 7, 2007. On November 16, 2007 we entered into a share exchange agreement with Apextalk, Inc., a California based corporation, whereby Apextalk, Inc. became our wholly owned subsidiary. On November 18, 2007, we issued 89,619 common shares (post reverse split) to TLMS International, Inc. and 44,810 common shares (post reverse split) to Spencer Luo for in exchange for an aggregate $111,038 investment in us.

On December 16, 2009, we entered into a share transfer agreement by and among the Company, Guangdong Yi An Investment Consulting Co., Ltd (“Yi An”), Ms Weiling Liang, and Mr. Yu Chen. The share transfer transaction was approved by the Chinese Government on March 9, 2010 and Yi An became a 51% owned subsidiary as of June 7, 2010. On June 18, 2010, we entered into a new share transfer agreement with Ms Weiling Liang, for the purchase of additional 39% Yi An equity interest, in the amount of approximately $3,200,000 (“Purchase Price”). On March 25, 2011, the Company completed the final partial closing of the transaction and fulfilled its obligation by paying Ms. Liang $1,261,500 or approximately 38.68% of the Purchase Price in exchange for 14.63% of Yi An’s issued and outstanding common stock. As a result, Yi An became a 90% owned subsidiary of the Company. The transaction was duly approved and registered with Bureau of Foreign Trade & Economic Cooperation of Guangzhou Municipality and Administration of Industry & Commerce of Guangzhou Municipality.

Yi An was founded in September 2009 and is located in Guangzhou, Guangdong Province in the People’s Republic of China. Yi An is a consulting company which engages in financial consulting, management consulting, and business information consulting. Yi An provides various services to its clients, including generating customer credit information for use by short-term lenders, and assisting them to establish and improve internal controls and compliance systems and procedures. It currently operates four offices in Guangzhou, Beijing, Foshan and Dongguan.

On April 20, 2011, our Board of Directors unanimously agreed to change our name to Blue Bridge Capital, Inc. and a majority of the shareholders approved the name change. We filed a Definitive Information Statement on Schedule 14C with the SEC on May 9, 2011. We will file the amended articles of incorporation with the state of Delaware on May 30, 2011.

Business Overview

~~Apextalk~~The ~~Holdings,~~Company ~~Inc.~~discontinued ~~(hereinafter~~its ~~referred~~telecom tobusiness aseffective ~~the~~September ~~“Company~~1,” ~~“we,”~~2010 ~~“us,”~~and orsince ~~“our”)~~this ~~was~~date, ~~incorporated~~Yi inAn became the ~~State~~Company’s ofmajor ~~Delaware~~operating onentity. ~~November~~On 7March 25, ~~2007. On~~2011, ~~November~~the ~~16,~~Company ~~2007~~completed wethe ~~entered~~closing ~~into~~of athe ~~share~~stock ~~exchange~~transfer agreement ~~with~~dated ~~Apextalk~~June 18, ~~Inc.~~2010, aand ~~California~~fulfilled ~~based~~its ~~corporation,~~obligation ~~whereby~~pursuant ~~Apextalk,~~to ~~Inc.~~the ~~became~~Share ~~our~~Transfer ~~wholly~~Agreement ~~owned~~by ~~subsidiary~~paying Ms. On ~~November~~Liang 18$1, ~~2007~~261,500 wein exchange for 14.63% of Yi An’s issued ~~89,619~~and outstanding common ~~shares~~stock. ~~(post~~As ~~reverse~~a ~~split)~~result, tothe ~~TLMS~~Company ~~International,~~owns ~~Inc.~~90% of the issued and ~~44,810~~outstanding common ~~shares~~stock ~~(post~~of ~~reverse~~Yi ~~split)~~An. As we continue to ~~Spencer~~increase ~~Luo~~our ~~for~~equity interest in ~~exchange~~Yi ~~for~~An anand ~~aggregate~~discontinue ~~$111~~our telecom business,~~038~~ ~~investment~~we inexpect usYi An to be our sole contributor of revenue and net income.

OnIn ~~December~~response ~~16,~~to ~~2009,~~the wecharacteristics ~~entered~~of ~~into a share transfer agreement by and among~~ the ~~Company,~~private ~~Guandong~~economy ~~Yi An Investment Consulting Co., Ltd (“Yi An”), Ms Weiling Liang,~~ and ~~Mr. Yu Chen. The share transfer transaction was approved by~~ the ~~Chinese~~financial ~~Government~~markets onin ~~March 9~~China, ~~2010 and~~ Yi An ~~became~~has aestablished ~~51% owned subsidiary as of June 7, 2010. On June 18, 2010, we entered into~~ a ~~new~~proprietary ~~share~~database ~~transfer~~which ~~agreement~~can ~~with~~quickly Mscollect ~~Weiling Liang, for~~ the ~~purchase~~market ~~of additional 39% Yi An equity interest~~resources, inoptimize ~~the~~resource ~~amount of $3~~allocation,~~200,000.~~ ~~Upon~~and ~~completion~~promote of the ~~transaction,~~rapid Yigrowth ~~An will become a 90% owned subsidiary~~ of ~~the Company~~clients. The ~~transaction~~Company ishas ~~currently~~formed ~~partially~~a ~~closed,~~development asstrategy wewhich ~~Ms.~~aims ~~Weiling~~to ~~Liang~~enable ~~received~~it ~~our~~to ~~$2,000,000~~take ~~partial payment on October 25, 2010. As~~ a ~~result~~leading ofposition in the ~~partial~~financial ~~payment,~~industry Yivalue ~~An currently owns approximately 75~~chain.~~27% Yi An.~~

YiAfter Anthe ~~was~~basic ~~founded~~business inmodel ~~September 2009 and~~ is ~~located in Guangzhou~~established, ~~Guangdong~~the ~~Province~~Company inplans ~~the~~to ~~People’s~~expand ~~Republic~~its ofbusiness ~~China.~~development Yibases Anthroughout isthe adeveloped ~~consulting~~regions ~~company~~across ~~which~~the ~~engages~~nation in ~~financial~~accordance ~~consulting,~~with ~~management~~the ~~consulting,~~established ~~and~~strategic ~~business~~plans, ~~information~~attract ~~consulting. Yi~~professional Anresources, ~~provides~~and ~~various~~rapidly ~~services~~grow to its ~~clients,~~business ~~including~~in ~~generating~~wider ~~customer credit information for use by short term lenders~~regions, ~~and~~thus ~~helping~~expanding ~~clients~~its tobusiness ~~establish~~scales and ~~improve~~benefiting ~~internal~~from ~~controls~~the ~~and~~first-mover ~~compliance systems and procedures. It currently operates four offices in Guangzhou, Beijing, Foshan and Dongguan.~~advantage;

~~Apextalk,~~The ~~Inc.,~~institutional ~~our~~client ~~wholly~~bases ~~owned~~of ~~subsidiary,~~Yi ~~provides~~An ~~telecom~~include: ~~services~~small toloan ~~individuals and institutions around the world. Apextalk~~companies, ~~Inc.~~pawn ~~has integrated voice-over-internet-protocol (“VoIP”)~~companies, aguarantee ~~form of communication that transmits with wireless technology via the internet~~companies, toinvestment ~~develop various market driven applications. Apextalk~~companies, ~~Inc.~~commercial ~~owns a patent pending for its “promotional minutes” program. It is an innovative marketing tool that enables our clients to advertise to their customers through smart phones~~banks, and ~~other~~so ~~devices~~on. ~~On November 19, 2010, Apextalk, Inc. entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Inno Global Inc. (“Innoglo”), a California company,~~ The ~~Purchase~~basic ~~Agreement~~strategies ~~was effective September 1, 2010 and provided~~ for ~~the~~development ~~transfer~~ of ~~cash~~institutional ~~equal~~clients to $2,753 and gross accounts receivable equal to $ 2,244 net of an allowance for doubtful accounts equal to $395 by Apextalk, Inc. to Innoglo in exchange for the assumption of certain Apextalk, Inc. liabilities by Innoglo. Specifically, Innoglo assumed deferred revenue from Apextalk, Inc. equal to $4,601. The net assets transferred from Apextalk, Inc. to Innoglo were equal to the net liabilities assumed by Innoglo from Apextalk, Inc. As such, no gain or loss is recognized on the transaction. are:

19● Focusing on developing financial institution clients with influence in the region;

●	Giving priority to institutions which bring quick results, require less processing and operate short-term loans, such as small loan companies and pawn companies;

●	Gradual development of guarantee company clients which have a relatively long history, clients with high royalty rates and flexible liquidity raising methods;

●	Acquiring more commercial bank clients in the future.

Since its establishment, Yi An has given priority to developing relationships with investment and financing trade associations which have strong influence, local government backing, mature development and non-profit status as its partners. Yi An has quickly obtained strong resource support and converted them into business benefits via cooperation with Guangdong SME Financing Promotion Association and the “SME Investment & Financing Magazine”. The Company steadily develops partnerships with guarantee and pawn associations, finance associations, private associations and departments of local governments.

Business Plan

We aim to capture early opportunities in the market to grow rapidly to become a strong full service provider of financing advisory services to private companies in China. Our strategy is to build a strong, well-known, and highly respected brand within the financial management service industry.

The following outlines our business plan for the next 12 months:

1.	The first 90 days, we will continue to focus on our ~~current~~financial ~~business~~advisory consulting service in China. We acquired an equity interest in Yi An on June 1, 2010. As we continue to increase our equity interest in Yi An and discontinue our telecom business, we expect Yi An to be our sole contributor of revenue and net income. Yi An established four offices located in Guangzhou, Beijing, ~~Foshan~~ and ~~Dongguan.~~major ~~These~~cities ~~offices began generating revenue~~ in ~~July~~Guangdong ~~2010.~~Province Based on our year-to-date statistics, we expect Yi An’s consulting service to continue to grow rapidly throughout the year of 2010. To maintain increased growth, we will continue our customer-relationship-building strategy by sending our sales managers to visit target Small-and-Medium Enterprises (SMEs) Associations in ~~the major cities of~~ China. We will also expand our sales team by hiring more sales managers to better support our growth strategy and expanding network. We expect to close the Yi An stock purchase transaction signed on June 18, 2010. Upon completion, we will subsequently own 90% equity interest of Yi An.
2.	During the next 180 days, we will focus on maintaining the rapid growth of Yi An business, as well as improving earnings. We are planning to open additional offices in Shanghai and other major cities located in China. We will target SMEs. Our new offices will provide the same business consulting services as our current four offices. We expect the opening of these additional offices will expand our business network to the local clients, as well as diversify our source of revenue geographically. Having clients located in different geographic areas diversifies our business and mitigates the government policy risk which we would face if we were concentrated in a single geographic area.
	Yi An is based in Guangzhou, and has vigorously expanded its business throughout the Pearl River Delta and Beijing area since it was founded.
	Based on our year-to-date statistics, we expect Yi An’s consulting service to continue to grow rapidly throughout the year of 2011. To maintain the growing trend, we will continue our customer-relationship- building strategy by sending our sales managers to visit target Small-and-Medium Enterprises (SMEs) Associations in the major cities of China.. We currently actively collaborate with trade associations such as Guangdong SME Financial & Listing Promotion Association, and trade magazines such as “SME Investment & Financing Magazine” to attract new clients.
2.	During the next 180 days, we will focus on maintaining the rapid growth of Yi An business, as well as improving earnings.
	We will expand our business cooperating partners to other trade associations, such as Guarantee & Mortgage Industry Associations, Finance Associations, Private Industry Associations, Financial Institutions, and Local government offices in many regions.
	We are planning to open additional offices in Shanghai and other major cities located in China. We will target SMEs. Our new offices will provide the same business consulting services as our current four offices. We expect the opening of these additional offices will expand our business network to the local clients, as well as diversify our source of revenue geographically. Having clients located in different geographic areas diversifies our business and mitigates the government policy risk which we would face if we were concentrated in a single geographic area.
	Results of Operation for the Three Months Ended March 31, 2011 and 2010
	The following table presents certain consolidated statement of operations information for the three months ended March 31, 2011 and 2010. The discussion following the table is based on these results.

2017

RESULTS OF OPERATIONS

	2011			2010

Consultancy fees earned - from a related company, net	$	711,330		$	-
Consultancy fees earned, net		6,390,524			-
Total Revenue, net		7,101,854			-

Operating Expenses
Payroll expenses		161,886			27,696
Rent and utilities		77,388			5,100
General and administrative		338,938			22,623
Legal and professional fees		138,875			35,689
Total Operating Expenses		717,087			91,108

Operating Income (Loss)		6,384,767			(91,108	)


Other Income
Interest income entrusted bank loan receivable		582,940			-
Interest income		3,213			-
Total Other Income		586,153			-

Income (Loss) from Continuing Operations before Income Taxes and Discontinued Operations		6,970,920			(91,108	)

Provision for Income Taxes		(1,746,197	)		(1,588	)

Income (Loss) from Continuing Operations		5,224,723			(92,696	)

Discontinued Operations, Net of Taxes
Loss from discontinued operations, net of taxes		(2,156	)		(15,386	)
Loss from Discontinued Operations		(2,156	)		(15,386	)

Net Income (Loss)		5,222,567			(108,082	)

Less: Income attributable to noncontrolling interests		1,294,080			-

Net Income (Loss) attributable to stockholders		3,928,487			(108,082	)

Amounts attributable to Stockholders
Income from continuing operations		3,930,643			(92,696	)
Discontinued operations, net of taxes		(2,156	)		(15,386	)
Net income (loss)		3,928,487			(108,082	)

Other Comprehensive Income
Total foreign currency translation gain		111,068			-
Less: foreign currency translation gain attributable to noncontrolling interests		(27,356	)		-
Foreign currency translation gain attributable to stockholders		83,712			-

Comprehensive Income (Loss)	$	4,012,199		$	(108,082	)

~~Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009~~18

~~The~~Revenue: ~~following~~We ~~tables~~generated ~~set~~$7,101,854 ~~forth~~in ~~key~~revenue ~~components~~for the three months ended March 31, 2011, representing an increase of ~~our~~$7,101,854 ~~results~~compared to revenue of ~~operations~~$0 ~~for~~during the ~~periods~~same ~~indicated,~~period in U2010.S The increase in revenue was mainly attributable to the revenue generated by our newly acquired subsidiary, Yi An. For ~~dollars~~the three months ended March 31, 2011, 90.0% of our revenue was generated from consulting services we provided in the areas of business financial consulting, financial advisory, management consulting, and ~~key~~business ~~components~~information consulting to private financial institutions and small-and-medium-sized enterprises in Beijing and major cities in Guangdong Province. The remaining 10% was generated as a result of ~~our~~consulting services we provided to China Royal Pawn for client development and risk management. We generated $0 revenue for the same period ~~indicated,~~ in ~~dollars~~2010 due to the discontinuation of our telecom business..

	For the Nine Months Ended
	September 30,
	2010			2009
Consultancy fees earned - from a related company	$	845,745		$	-
Consultancy fees earned		4,665,305			-
Total Revenue		5,511,050			-
Operating Expenses
Payroll expenses		225,270			40,275
Rent and utilities		105,126			-
General and administrative		580,040			3,097
Legal and professional fees		183,842			74,029
Total Operating Expenses		1,094,278			117,401
Operating Income (Loss)		4,416,772			(117,401	)
Other Income
Gain on bargain purchase of Yi An		306,005			-
Interest income		2,136			-
Total Other Income		308,141			-
Income (Loss) from Continuing Operations before Income Taxes and Discontinued Operations		4,724,913			(117,401	)
Provision for Income Taxes		(1,191,790	)		(4,457	)
Income (Loss) from Continuing Operations		3,533,123			(121,858	)
Less: Income attributable to noncontrolling interests		1,757,807			-
Income (Loss) attributable to Controlling Interest		1,775,316			(121,858	)
Discontinued Operations, Net of Taxes
Loss from discontinued operations, net of taxes		(28,030	)		(59,138	)
Loss on disposal of assets, net of taxes		(1,041	)		-
Loss from Discontinued Operations		(29,071	)		(59,138	)
Net Income (Loss)		1,746,245			(180,996	)
Amounts attributable to Apextalk Stockholders
Income from continuing operations		1,775,316			(121,858	)
Discontinued operations, net of taxes		(29,071	)		(59,138	)
Net income (loss)		1,746,245			(180,996	)
Other Comprehensive Income
Total foreign currency translation gain		256,963			-
Less: foreign currency translation gain attributable to noncontrolling interests		(125,912	)		-
Foreign currency translation gain attributable to Apextalk stockholders		131,051			-
Comprehensive Income (Loss)	$	1,877,296		$	(180,996	)

Payroll expenses: Payroll expenses were $161,886 for the three months ended March 31, 2011 and $27,696 for the same period in 2010, representing an increase of $134,190 or 485%. The increase was primarily due to the additional personnel we acquired with the acquisition of Yi An.

21Rent and utilities: The rent and utilities were $77,388 for the three months ended March 31, 2011, compared to $5,100 in the same period in 2010, representing an increase of $72,288 or approximately 1,417%. Our expenses for rent and utilities increased because we increased the office space that we rent in order to meet our growing needs.

~~Payroll~~General ~~expenses~~and Administrative Expenses: ~~The~~General ~~payroll~~and administrative expenses include sales, taxes, start-up expenses, depreciation, advertising, travel and entertainment expenses. Our general and administrative expenses were $~~225~~338,~~270~~ 938 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, ~~and~~compared to $4022,~~275~~623 for the same period ~~ended~~in ~~September 30~~2010, ~~2009,~~ representing an increase of $~~184~~316,~~995~~315 or 41,398%.~~59 times.~~ The increase was primarily due to the ~~additional~~expansion ~~headcounts~~of ~~from~~scale ~~our~~and ~~newly~~scope ~~acquired Yi An subsidiary, as well as the hiring~~ of ~~three additional employees for~~ our ~~increased~~business ~~administrative~~after ~~work and daily operation since~~ the ~~first~~acquisition ~~quarter~~ of ~~2010~~Yi An. Specifically, ~~The~~we ~~number~~incurred inadditional ~~the~~costs ~~same~~related ~~period~~to inadvertising ~~2009 reflected~~equal ~~the~~to ~~discontinuation~~$ ~~of our telecom business~~99,145.

~~General~~Legal and ~~Administrative~~professional ~~Expenses~~fees: ~~General~~The ~~and~~legal ~~administrative expenses include depreciation, licenses, advertising, travel~~ and ~~entertainment~~professional ~~expenses. Our~~fees ~~general and administrative expenses~~ were $~~580~~138,~~040~~875 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010,~~2011 ~~compared~~and to $335,~~097~~689 infor the same period ~~ended~~in ~~September 30~~2010, ~~2009,~~ representing an increase of $~~576~~103,~~943~~186 or ~~186~~289%.29 The ~~times,~~increase ~~which~~ was primarily ~~due~~attributable to ~~the expansion of scale and scope of~~ our ~~business~~need ~~after~~for ~~acquisition~~additional ~~of Yi An~~legal, ~~and~~accounting ~~that resulted in an increase of general~~ and ~~administrative~~other ~~expenses.~~professional ~~The~~services ~~number~~as ina ~~the~~result ~~same period in 2009 reflected the discontinuation~~ of our ~~telecom~~acquisition ~~business~~of Yi An.

Legal and professional fees: The legal and professional fees were $183,842 for the nine months ended September 30, 2010 and $74,029 for the nine months ended September 30, 2009, representing an increase of $109,813 or 1.48 times. The increase was primarily attributable to the higher demand of legal, accounting and other professional services in the process of acquiring additional equity interest of our Yi An subsidiary in the third quarter, in order to ensure our compliance with applicable securities laws and regulations and to maintain our public company status.

Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

The following tables set forth key components of our results of operations for the periods indicated, in U.S. dollars, and key components of our revenue for the period indicated, in dollars.

	For the Three Months Ended
	September 30,
	2010			2009
Consultancy fees earned - from a related company	$	518,020		$	-
Consultancy fees earned		4,649,377			-
Total Revenue		5,167,397			-
Operating Expenses
Payroll expenses		148,676			11,925
Rent and utilities		84,066			-
General and administrative		506,334			56
Legal and professional fees		53,461			18,752
Total Operating Expenses		792,537			30,733
Operating Income (Loss)		4,374,860			(30,733	)
Other Income
Gain on bargain purchase of Yi An		-			-
Interest income		1,956			-
Total Other Income		1,956			-
Income (Loss) from Continuing Operations before Income Taxes and Discontinued Operations		4,376,816			(30,733	)
Provision for Income Taxes		(1,136,863	)		(1,219	)
Income (Loss) from Continuing Operations		3,239,953			(31,952	)
Less: Income attributable to noncontrolling interests		1,647,739			-
Income (Loss) attributable to Controlling Interest		1,592,214			(31,952	)
Discontinued Operations, Net of Taxes
Loss from discontinued operations, net of taxes		(4,418	)		(19,815	)
Loss on disposal of assets, net of taxes		(1,041	)		-
Loss from Discontinued Operations		(5,459	)		(19,815	)
Net Income (Loss)		1,586,755			(51,767	)
Amounts attributable to Apextalk Stockholders
Income from continuing operations		1,592,214			(31,952	)
Discontinued operations, net of taxes		(5,459	)		(19,815	)
Net income (loss)		1,586,755			(51,767	)
Other Comprehensive Income
Total foreign currency translation gain		220,254			-
Less: foreign currency translation gain attributable to noncontrolling interests		(107,925	)		-
Foreign currency translation gain attributable to Apextalk stockholders		112,329			-
Comprehensive Income (Loss)	$	1,699,084		$	(51,767	)

Revenue: For the three months ended September 30, 2010, we generated $5,167,397 in revenue, representing an increase of $5,167,397 compared to the revenue of $-0- during the same period ended on September 30, 2009. The increase of our revenue was mainly attributable to the opening of four new offices of Yi An. The same period in 2009 has $-0- revenue, due to the discontinuation of our telecom business.

Payroll expenses: The payroll expenses were $148,676 for the three months ended September 30, 2010 and $11,925 for the same period ended September 30, 2009, representing an increase of $136,751 or 11.47 times. The increase was primarily due to the additional headcounts from our newly acquired Yi An subsidiary, as well as the hiring of three additional employees for our increased administrative work and daily operation since the first quarter of 2010. The number in the same period in 2009 reflected the discontinuation of our telecom business.

General and Administrative Expenses: General and administrative expenses include depreciation, licenses, advertising, travel and entertainment expenses. Our general and administrative expenses were $506,334 for the three months ended September 30, 2010, compared to $56 in the same period ended September 30, 2009, representing an increase of $506,278 or 9,040.68 times, which was primarily due to the expansion of scale and scope of our business after acquisition of Yi An, and that resulted in an increase of general and administrative expenses. The number in the same period in 2009 reflected the discontinuation of our telecom business.

Legal and professional fees: The legal and professional fees were $53,461 for the three months ended September 30, 2010 and $18,752 for the three months ended September 30, 2009, representing an increase of $34,709 or 1.85 times. The increase was primarily attributable to the higher demand of legal, accounting and other professional services in the process of acquiring additional equity interest of our Yi An subsidiary in the third quarter, in order to ensure our compliance with applicable securities laws and regulations and to maintain our public company status.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2010~~2011, the Company’s current assets were $1830,~~429~~383,~~128~~558 and current liabilities were $45,~~680~~283,~~476~~579. Cash and cash equivalents totaled $45,~~180~~698,~~387~~459 as of ~~September~~March 3031, ~~2010.~~2011 ~~The~~and the Company’s shareholders’ equity at ~~September~~March 3031, ~~2010~~2011 was $1420,~~261~~741,~~148~~335. The Company had cash provided by operating activities infrom continuing operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 of $43,~~019~~266,~~697~~608 and cash used in ~~for~~operating ~~the~~activities ~~nine~~from ~~months~~continuing ~~ended~~operations ~~September~~equal 30to $165,741 ~~2009~~for ofthe ~~$91~~same three month period in 2010,~~392,~~ respectively. The Company had net cash used in investing activities in continuing operations of $52,~~956~~762,~~784~~318 and $~~635~~-0- for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively. The Company had net cash provided by financing activities in continuing operations of $61,~~073~~300,~~720~~000 and $602,~~664~~018,578 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively. The Company had net cash used in discontinued operations of $~~12,728~~231 and $1319,~~400~~777 for the ~~nine~~three months end ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively.

As of September 30, 2010, the Company had an outstanding commitment of $15,684 with respect to the renovation contracts.

The Company has commitments to pay approximately $3,182,738 within 720 days following June 18, 2010 to acquire additional 39% of Yi An’s interest. As of September 30, 2010, $2,000,000 cash was paid and $1,182,738 is outstanding to complete the transaction. The Company plans to issue common stock to complete the transaction.

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.

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Critical Accounting Policies

The discussion and analysis of our ~~results~~financial ofcondition ~~operations~~ and ~~liquidity~~results ~~and~~of ~~capital~~operations ~~resources~~ are based onupon our consolidated financial statements, which have been prepared in accordance with ~~GAAP.~~accounting Inprinciples ~~connection~~generally ~~with~~accepted in the United States. The preparation of these consolidated financial statements, ~~the~~requires ~~Company~~us ~~is required~~ to make ~~assumptions and~~ estimates ~~about future events,~~ and ~~apply~~ judgments that affect the reported amounts of assets, liabilities, ~~revenue,~~revenues and expenses, and ~~the~~ related ~~disclosures.~~disclosure ~~The~~of ~~assumptions,~~contingent ~~estimates~~assets and ~~judgments~~liabilities. ~~included~~On ~~within~~an ~~these~~on-going ~~estimates~~basis, ~~are~~we evaluate our estimates based on historical experience, ~~current~~and ~~trends~~on ~~and~~various other ~~factors~~assumptions wethat ~~believe~~are believed to be ~~relevant~~reasonable atunder the ~~time~~circumstances, the ~~consolidated~~results ~~financial~~of ~~statements~~which ~~were~~form ~~prepared.~~the Onbasis afor ~~regular~~making ~~basis,~~judgments about the ~~accounting~~carrying ~~policies,~~values ~~assumptions,~~of ~~estimates~~assets and ~~judgments~~liabilities ~~are reviewed to ensure~~ that ~~the consolidated financial statements~~ are ~~presented~~not ~~fairly~~readily ~~and~~apparent infrom ~~accordance~~other ~~with GAAP~~sources. ~~However,~~Actual ~~because future events and their effects cannot be determined with certainty, actual~~ results ~~could~~may differ from ~~the~~these ~~assumptions and~~ estimates, ~~and~~under ~~such~~different ~~differences~~assumptions ~~could~~or ~~be material~~conditions.

~~The~~A ~~preparation~~summary of ~~consolidated~~significant ~~financial~~accounting ~~statements~~policies inis ~~conformity~~included ~~with~~in ~~GAAP~~Note ~~requires~~2 us to ~~make estimates and assumptions. These estimates and assumptions affect~~ the ~~reported~~consolidated ~~amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the~~ financial statements, ~~and~~included ~~the~~in ~~reported~~this ~~amounts~~quarterly ofreport. Management ~~revenues~~believes ~~and~~that ~~expenses during~~ the ~~reporting~~application ~~periods.~~of ~~Significant~~these ~~estimates~~policies ~~and~~on ~~assumptions~~a ~~are~~consistent ~~used~~basis ~~for,~~enables ~~but~~us ~~are not limited~~ to: ~~(1) asset~~provide ~~impairments~~useful and ~~(2)~~reliable depreciable lives of assets. Future events and their effects cannot be predicted with certainty, and accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the consolidated financial ~~statements will change as new events occur, as more experience is acquired, as additional~~ information isabout ~~obtained and as~~ our Company's operating ~~environment~~results ~~changes. We evaluate~~ and ~~update~~financial ~~these assumptions and estimates on an ongoing basis and may employ outside experts to assist with these evaluations~~condition. ~~Actual results could differ from the estimates that have been used.~~

A summary of significant accounting policies is included in Note 2 to the consolidated financial statements for the periods ended September 30, 2010 and 2009. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.

Recent Accounting Pronouncements

~~For~~Occasionally, ~~recently~~new accounting standards are issued ~~accounting~~or ~~pronouncements~~proposed by the FASB, ~~see~~or ~~Note~~other 2standards-setting tobodies that we adopt by the ~~consolidated~~effective ~~financial~~date ~~statements~~specified ~~included~~within inthe ~~this~~standard. ~~prospectus~~Unless otherwise discussed, standards that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4T4. ~~Evaluation of Disclosure~~ Controls and Procedures

a) Evaluation of Disclosure Controls. Our Chief Executive Officer and Chief Accounting Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of our ~~third~~first fiscal quarter ~~2010~~2011 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 onupon ~~his~~that evaluation, ~~our~~the ~~Chief~~Company’s ~~Executive~~CEO ~~Officer~~ and ~~Chief~~CFO ~~Financial Officer~~ concluded that ~~our~~the Company’s disclosure controls and procedures ~~were~~are ~~not fully~~ effective ~~for~~to ensure that information required to be disclosed by the ~~purpose~~ ~~for~~Company ~~which~~in itthe reports that the Company files or submits under the Exchange Act, is ~~intended due~~ recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the ~~following~~Company’s ~~reasons as~~management, ofincluding ~~September~~the 30Company’s CEO and CFO, ~~2010:~~as appropriate, to allow timely decisions regarding required disclosure.

i) A deficiency was identified as the Company did not finalize the terms of its asset purchase agreement before it executed the transaction and did not disclosure the transaction timely. To cope with this deficiency, the management will set up the policy to ensure all agreements related to the material transactions must be finalized and signed before they can be executed. Board of directors will evaluate and review the result during the board meetings.

ii) A significant deficiency was identified as the Company did not have adequate internal procedure to evaluate in occasion of related party transactions. To cope with this deficiency, the management will set up a procedure that an approval from Chief Financial Officer in writing is required whenever the company has business activities with a related or potentially related company, regardless of the transaction amount. The management will also hold monthly evaluation meeting to review and monitor the transactions in each month to ensure all related party transactions have been properly approved and disclosed.

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.

2620

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

WeOn ~~are~~December ~~not~~16, ~~presently~~2010, ~~parties~~Dongguan Suile Trading Co., Ltd. (“Dongguan”) commenced an action against us in the Supreme Court of New York, alleging that we defaulted on terms in an agreement (the “Dongguan Agreement”) between us and Dongguan, entitling Dongguan to ~~any~~compensatory ~~litigation~~damages and an award of attorney’s fees. In the action, ~~nor~~Dongguan sought compensatory damages equal to ~~our~~$2,500,383, ~~knowledge~~plus interest and ~~belief~~costs, ispursuant ~~any~~to ~~litigation~~the ~~threatened~~terms orof ~~contemplated~~the Dongguan Agreement.

As of March 31, 2011, the above legal proceeding was not settled. However, the Company has verbally agreed to pay Dongguan the full amount of its claim equal to $2,539,595 and is awaiting the preparation of the Stipulation of Discontinuance to be prepared by Dongguan’s attorney.

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 ~~September~~February 924, ~~2010~~2011, wethe ~~entered~~Company ~~into~~issued a ~~Stock~~total ~~Purchase~~of ~~Agreement~~541,667 ~~pursuant~~shares of common stock to ~~which~~Foshan weRoyal ~~issued~~Investment, toLtd. ~~the~~in ~~Purchaser~~exchange ~~833~~for $1,~~333~~300,000 ~~shares~~pursuant ofto ~~our~~a ~~common~~Stock ~~stock~~Purchase Agreement and its amendment in ~~exchange~~reliance ~~for~~upon athe ~~cash~~exemption ~~payment~~provided ofby $Section 4(2~~,000,000~~) of the Securities Act.

OnThese ~~September~~securities ~~21,~~qualified ~~2010,~~for weexemption ~~effectuated~~under Section 4(2) of the ~~Stock~~Securities ~~Purchase~~Act ~~Agreement~~of ~~pursuant~~1933 tosince ~~which~~the weissuance ~~issued~~of the securities by the Company did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the ~~Purchaser~~insubstantial ~~833~~number of persons involved in the deal,~~333~~ ~~shares~~size of ~~our~~the ~~common~~offering, ~~stock~~manner of the offering and number of securities offered. The Company did not undertake an offering in ~~exchange~~which ~~for~~it sold a ~~cash~~high ~~payment~~number of $2securities to a high number of investors. In addition,~~000,000~~ the Purchaser had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.”

The issuance of these securities was exempt from registration under the safe harbor provided by Regulation D Rule 506 and Section 4(2) of the Securities Act. We made this determination based on the representations of the purchaser, which included, in pertinent part, that such Investors were either (a) “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the General Rules and Regulations of the Securities Act (“Regulation D”), or (b) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S promulgated under the General Rules and Regulations of the Securities Act, and upon such further representations from the purchaser that (a) the purchaser was acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the purchaser agreed not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the purchaser had knowledge and experience in financial and business matters such that it was capable of evaluating the merits and risks of an investment in us, (d) the purchaser had access to all of our documents, records, and books pertaining to their investment in the common stock and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or was able to acquire without unreasonable effort and expense, and (e) the purchaser had no need for the liquidity in its investment in the common stock and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

Item 3. Defaults Upon Senior Securities.

None

Item 4. (Removed and Reserved.)

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits

31.1 ~~Certifications~~Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2 ~~Certifications~~Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 ~~Certifications~~Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2 ~~Certifications~~Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

2721

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the ~~Section~~requirements ~~13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~there~~thereunto ~~unto~~ duly authorized.

		APEXTALK HOLDINGS, INC.
		Registrant
Date: November 23, 2010		By: /s/ Hui Liu
Date: May 16, 2011		By: /s/ Hui Liu
		Hui Liu
		Chief Executive Officer

Date: ~~November~~May 2316, ~~2010~~2011 By: /s/ Shan Liu Shan Liu Chief Financial and Accounting Officer

2822

Filing Compare · BLUE BRIDGE CAPITAL, INC.