Apex Resources (APXRE) 10QSB 2007 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-QSB

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

For the quarterly period ended: September 30, 2006

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

For the transition period from _______________ to _______________

Commission File number              0-11695            

APEX RESOURCES GROUP, INC.

(Exact name of registrant as specified in charter)

UTAH	87-0403828
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
299 S. Main Street, Suite 1300, Salt Lake City, Utah	84111
(Address of principal executive offices)	(Zip Code
(801) 534-4450
Registrant’s telephone number, including area code

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 registrant was required to file such reports) Yes [x]  No [ ] and (2) has been subject to such filing requirements for the past 90 days. Yes [x]  No [ ]

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date.

Common stock, par value $.001; 92,625,212 shares outstanding as of November 10, 2006.

INDEX

		Page Number
PART I.		3
ITEM 1.	Financial Statements (unaudited)	3
	Balance Sheet September 30, 2006, and June 30, 2006	4
	Statements of Operations Three Months Ended September 30, 2006 and 2005 and the Period from inception (January 27, 1984) to September 30, 2006	5
	Statement of Cash Flows Three Months Ended September 30, 2006 and 2005 and the Period from Inception (January 27, 1984) to September 30, 2006	6
	Notes to Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3.	Controls and Procedures	16
PART II		17
ITEM 6.	Exhibits	18
	Signatures	18

2

PART I - FINANCIAL INFORMATION

This filing contains certain forward-looking statements. For this purpose any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within the Company’s control. These factors include but are not limited to economic conditions generally and in the industries in which the Company and its customers participate; competition within the Company’s industry, including competition from much larger competitors; technological advances which could render the Company’s products less competitive or obsolete; and changes in laws and regulation that effect the Company.

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheet of Apex Resources Group, Inc., (development stage company) at September 30, 2006 and June 30, 2005, the statements of operations for the three months ended September 30, 2006 and 2005 and the period from inception (January 27, 1984) to September 30, 2006 and statements of cash flows for the three months ended September, 2006 and 2005 and the period from inception (January 27, 1984) to September 30, 2006, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended September 30, 2006, are not necessarily indicative of the results that can be expected for the year ending June 30, 2007.

3

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

	September 30, 2006			June 30, 2006
CURRENT ASSETS
Cash		43,036			6,775
Total Current Assets		43,036			6,775
PROPERTY AND EQUIPMENT - net of accumulated
Depreciation		114,511			167,005
OTHER ASSETS
Accounts receivable - affiliates		59,010			70,210
Oil leases		67,913			67,913
Available for sale securities		2,428			2,428
Land		89,845			92,679
		219,196			233,230
Total Assets		376,743			407,010
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable		86,096			74,718
Note Payable - Land		-			-
Accounts payable - related parties		313,694			807,686
Total Current Liabilities		399,790			882,404
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock 400,000,000 shares authorized, at $.001 par value; 98,559,753 issued and outstanding		98,560			92,625
Capital in excess of par value		11,456,182			10,983,235
Less stock subscriptions receivable		(2,427,000	)		(2,427,000	)
Deficit accumulated during the development stage		(9,150,789	)		(9,124,254	)
Total Stockholders' (Deficit) Equity		(23,047	)		(475,394	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY		376,743			407,010

See accompanying notes to the financial statements

4

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

	September 30,						Jan. 27, 1984 (date of inception of development stage) to September 30,
	2006			2005			2006
REVENUES
Other non-operating income	$	650		$	2,497		$	368,793
EXPENSES
Exploration, development and administrative - Note 7		71,313			118,497			10,735,563
Depreciation		5,328			6,000			177,430
Total operating expenses		76,641			124,497			10,912,993
NET (LOSS) - before other income (expense)		(75,991	)		(122,000	)		(10,544,200	)
Gain on sale of assets		50,028			-			1,420,337
Loss on land foreclosure		-			-			(1,744	)
Interest expense		(572	)		-			(25,182	)
NET (LOSS)		(26,535	)		(122,000	)		(9,150,789	)
Basic net (loss) per common share	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		104,844,195			92,625,212

See accompanying notes to the financial statements

5

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

		September 30						Jan. 27, 1984 (date of inception of development stage) to September 30,
		2006			2005			2006
Cash flows from operating activities:	��
Net (loss)		$	(26,535	)	$	(122,000	)	$	(9,150,789	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation			5,328			6,000			153,715
Common stock issued for services and expenses			478,881			-			5,800,973
Gain on sale of assets			(50,028	)		-			(1,420,337	)
(Increase) decrease in accounts receivable			11,200			-			(59,010	)
Increase (decrease) in liabilities			(482,615	)		121,527			399,790
Net cash used in operating activities		$	(63,769	)	$	5,527		$	(4,275,658	)
Cash flows from investing activities:
Purchase of investments		$	-		$	-		$	(2,428	)
Net proceeds from sale of assets			100,028			-			1,916,135
Purchase of oil & gas leases and mining claims			-			-			(67,913	)
Purchase of property and equipment			-			-			(616,225	)
			100,028			-			1,229,569
Cash flows from financing activities:
Payment of notes payable		$	-		$	-		$	(137,917	)
Proceeds from notes payable			-			-			277,915
Net proceeds from issuance of common stock			-			-			2,949,127
			-			-			3,089,125
Net increase (decrease) in cash and cash equivalents			36,259			5,527			43,036
Cash and cash equivalents, beginning of period			6,777			18,507			-
Cash and cash equivalents, end of period		$	43,036		$	24,034		$	43,036
Supplemental disclosure of cash flow information:
Interest paid		$	-		$	-		$	-
Income taxes paid		$	-		$	-		$	-

See accompanying notes to the financial statements

6

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2006

1. ORGANIZATION AND BASIS OF PRESENTATION

The Company was incorporated in the State of Utah on January 27, 1984 with authorized capital stock of 50,000,000 shares at a par value of $0.001. On May 17, 1999 the authorized was increased to 100,000,000 shares and on March 3, 2000 the authorized was increased to 400,000,000 shares with the same par value. On March 26, 2003 the name of the Company was changed from “Ambra Resources Group, Inc. to “Apex Resources Group, Inc.”

The Company has been in the development stage since inception and has been engaged in the business of the acquisition of mining and oil property interests and other business activities.

The interim financial statements of Apex Resources Group, Inc. for the three months ended September 30, 2006 are unaudited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.

In the opinion of management, the accompanying financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of September 30, 2006 and the results of operations and cash flows for the three months ended September 30, 2006.

The results of operations for the three months ended September 30, 2006 are not necessarily indicative of the results for a full year period.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents.

7

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2006

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

The Company’s property and equipment consists of the following:

Office equipment	145,880
Residential rentals	117,345
Less accumulated depreciation	(148,714	)
	114,511

Office equipment is depreciated on the straight line method over five and seven years and the residential rentals are depreciated on the straight line method over forty years.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Capitalization of Oil Leases Costs

The Company uses the successful efforts cost method for recording its oil lease interests, which provides for capitalizing the purchase price of the project and the additional costs directly related to proving the properties and amortizing these amounts over the life of the reserve when operations begin or a shorter period if the property is shown to have an impairment in value or expensing the remaining balance if it is proven to be of no value. Expenditures for oil well equipment are capitalized and depreciated over their useful lives.

Environmental Requirements

At the report date environmental requirements related to the mineral claim interests acquired are unknown and therefore an estimate of any future cost cannot be made.

Foreign Currency Translation

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translations is recognized. US dollars are considered to be the functional currency.

8

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2006

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due their short term maturities.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

At September 30, 2006, the Company had an approximate net operating loss available for carry forward of $9,000,000. The tax benefit of approximately $2,700,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful because the Company is unable to establish a predictable projection of operating profits for future years.

The net operating loss carryovers will expire beginning in the years 2005 through 2026.

Revenue Recognition

Revenue is recognized on the sale and transfer of properties or services and the receipt other sources of income.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

9

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2006

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consists primarily of cash and account receivables. Cash balances are maintained in accounts that are not federally insured for amounts over $100,000 but are other wise in financial institutions of high credit quality. Accounts receivable are unsecured; however management considers them to be currently collectable.

Other Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements to have any material impact on its financial statements.

3. OIL LEASES - BEAUFORT SEA PROJECT

On June 9, 1997 the Company purchased a 3.745% working interest, for $67,913, in the Beaufort Sea well Esso Pex Home et al Itiyok I-27 consisting of 640 acres and is located at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27, 28, and 37, License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium of companies participated in the drilling, casing, and testing the area to a depth of 12,980 feet. A review of the well data and geological prognosis indicates that the area would contain proven recoverable gas reserves of 108 Bscf and proven recoverable oil reserves of 8,976 MSTB.

The lease is shown at cost, which is considered by management to be its estimated fair value.

The other partners in the project are controlled by Exxon Oil Corporation, however there are no immediate plans to develop the area until a gas pipe line becomes available.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors and their controlled entities and a consultant have acquired approximately 30% of the outstanding common stock of the Company and have received the restricted common capital stock issued to them.

In July and August, 2006 the Company issued 5,934,541 shares of common stock at a value of $478,882 to certain shareholders, directors and officers for payment of services rendered to the Company that had been accrued as a liability of the Company

10

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2006

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (continued)

The Company has made no interest, demand loans to affiliates of $59,020. The affiliations resulted through common officers between the Company and its affiliates, and the Company owns 13% of the outstanding stock of one of the affiliates.

5. GOING CONCERN

The Company will need additional working capital for its future planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. The management of the Company has developed a strategy, which it believes will accomplish this objective, through additional short term loans, and equity funding, which will enable the Company to operate for the coming year.

6. SCHEDULE OF EXPENSES

Following is a summary schedule of the expenses shown in the statement of operations under exploration, development, and administrative.

	September 30,
	2006		2005
Travel	$	4,255	$	17,176
Office expenses		16,868		7,950
Professional		13,318		11,020
Consultants		21,772		69,782
Promotional		443		-
Rent		14,418		6,343
Exploration and development - oil and gas		-		-
Other		239		6,226
	$	71,313	$	118,497

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

For a complete understanding, this Management’s Discussion and Analysis should be read in conjunction with Part I- Item 1. Financial Statements to this Form 10-QSB and the Annual Report of the Company on Form 10-KSB for the year ended June 30, 2006.

General

The Company is in the development stage and engaged in the acquisition of interests in gas and oil properties and the acquisition of interests in real estate. The Company has not been engaged in the production of any gas and oil. For a detailed description of the oil and gas and real estate holding of the Company, please see the Annual Report of the Company filed on Form 10-KSB for the year ended June 30, 2006. Following is a brief description of relevant events that occurred during the quarter ended September 30, 2006.

Business of the Company

Oil and Gas Interests

Beaufort Sea

The Company holds a 3.745% working interest in the Beaufort Sea well Esso Pex Home, et. al. Itiyok I-27, consisting of 640 acres, located at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27, 28 and 37. License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium of companies participated in drilling, casing and testing the area to a depth of 12,980 feet.

The main partner in the project is Imperial Oil Resources. A consortium of oil and gas companies has filed an application to build a natural gas pipeline that could be used to transport gas from the Beaufort Sea region. No current plans have been formulated to perform further work in the immediate Beaufort Sea area. It is anticipated this area will not be developed until a pipeline is built.

Bastian Bay Field, Plaquamines Parish, Louisiana

During the year, Imperial Petroleum Inc., the operator of Bastian Bay Field Lease #16152 in Plaquamines Parish Louisiana made a cash call to all participants in the well. The participants in the well were given the choice to pay the cash call or continue on a non-consent basis under which the non paying participants relinquishing half of their working interest. The Company determined that it was not in its best interest to meet the cash call. Therefore, the Company’s interest in this well decreased from 6.25% to 3.125%. The Company has not yet learned how Imperial intends to proceed in the aftermath of Hurricane Katrina. As of this time Imperial has put work on the well on hold until further notice.

12

Henry Dome Prospect, Texas

The Company owns 2.5 participation units in the Henry Dome Prospect in McMullen County, Texas, for $12,500. These units give the Company a 1.875% working interest in JB Henry Dome #1 well. Initial flow testing of the well demonstrated flow of 450,000 cubic feet of gas per day. Following initial testing, acid washing of the well was performed to attempt to increase flow rates. Additional testing is ongoing as the operator has encountered many problems with this well. As part of the additional testing the operator is planning on installing an electric generator in November 2006 to try and increase the flow rate of gas. The estimated life expectancy of this well is at least six years.

Real Estate Interests

Abbecombec Ocean Village Resort

On July 12, 2006 the Company sold one of its two vacation homes in the Abbecombec Ocean Village Resort. The proceeds from the sale totaled $100,028.80. The Company is currently trying to sell the remaining property, but will continue renting the vacation home until such time as it is sold. During the quarter, the occupancy rate for the remaining vacation homes was 100%. The income generated by the remaining property is subject to a number of factors, including the time of year, occupancy rates among similar properties in the area and economic conditions in general. This property is not subject to any mortgage or other obligation and the Company believes the property is adequately insured. At this time the Company has no plans to renovate or otherwise improve the remaining property.

Cowichan Lake, Victoria, B.C.

The Company owns one lot on Upper Point Ideal Road in the Cowichan Lake District in Victoria B.C. The Company owns this lot free and clear of any mortgage, debt, encumbrance or obligation. The Company is currently attempting to sell this lot. The Company acquired this property for investment purposes and has no present intent to develop or improve this parcel.

The Company also owns approximately 5,254,365 or 5.7% of the outstanding common shares of Omega Ventures Group, Inc., a corporation whose common stock is traded on the Over-the-Counter Bulletin Board, stock symbol “OMGV.”

Executive Offices

The Company currently leases 200 square feet of executive office space located at 299 South Main Street, Suite 1300, Salt Lake City, Utah 84111. The offices are rented on a month-to-month basis for approximately $1,600 per month. The Company believes this space will be sufficient for its needs for the foreseeable future.

13

The monthly rent for the Canadian office, located at 610-800 West Pender Street, Vancouver, British Colombia, Canada V6C 2V6, is $2,560 per month. The Company is planning to close this office in February of 2007.

Liquidity and Capital Resources

The Company currently does not have sufficient cash reserves or cash flow from operations to meet its cash requirements. This raises substantial doubt about the Company’s ability to continue as a going concern. During the three months ended September 30, 2006, the Company financed its operations primarily through credit arrangements extended to the Company from related parties. During the quarter ended December 31, 2004, the Company received subscriptions to purchase 18,000,000 shares of its common stock in private placement transactions for cash totaling $2,450,000. As of September 30, 2006, the Company has received $23,000. The Company’s balance sheet reflects the remaining balance as stock subscriptions receivable. During the quarter ended December 31, 2004, the Company caused its transfer agent to issue the 18,000,000 shares. These shares, however, are being held in escrow and will only be delivered out as funds are received by the Company. During the quarter ended September 30, 2006, the Company issued on July 17, 2006 and August 25, 2006, 4.4 million and 1.53 million shares of common stock, respectively, to an officer of the Company and to other parties, in satisfaction of amounts payable in the amount of $ 420,000. As a result, accounts payable to related parties decreased to $313,694 compared to $807,686 at June 30, 2006.

On September 30, 2006, the Company had cash on hand of $43,036.

The Company has plans to further develop its oil and gas properties, which will require substantial additional working capital that the Company does not currently have. Moreover, the Company does not anticipate significant revenue from its operating activities in the upcoming quarter.

Results of Operations

Comparison of the three months ended September 30,, 2006 and 2005

The Company sustained a net loss of $26,535 during the three months ended September 30, 2006 compared to a loss of $122,000 for the three months ended September 30, 2005. This decrease in loss was primarily the result of the Company engaging in limited operations during the three months ended September 30, 2006, compared to the same period of 2005, as a result of the Company having limited available funds. The Company incurred the following expenses:

14

	Three months ended
	September 30, 2006		September 30, 2005
Travel	$	4,225	$	17,176
Office expenses		16,868		7,950
Professional		13,318		11,020
Consultants		21,772		69,782
Promotional		443		-
Rent		14,418		6,343
Exploration and development - oil and gas		-		-
Other		239		6,226
Total	$	71,313	$	118,497

Travel expenses decreased $12,951 or 75% to $4,225 during the three months ended September 30, 2006 compared to September 30, 2005. This decrease in travel expenses was primarily the result of the Company engaging in limited operations during the three months ended September 30, 2006, compared to the same period of 2005, as a result of the Company having limited available funds. The Company anticipates travel expenses will remain fairly constant until such time as the Company obtains additional funding.

Office expenses increased $8,918 or 112% to $16,868 during the three months ended September 30, 2006 compared to the same period 2005. This increase is primarily the result of transferring the Company’s executive offices from Vancouver, British Columbia to Salt Lake City, Utah, while continuing to maintain the Vancouver, British Columbia office. The Company is planning to close the Vancouver office in February 2006 in an effort to reduce office expenses in connection with the limited funds available to the Company. The Company expects this increase in office expenses to be a one time event and anticipates that future office expenses will return to levels more consistent with those experienced in prior quarters.

Professional fees increased slightly from $11,020 to $13,318 during the three months ended September 30, 2006. The Company expects professional expenses to continue at rates consistent with those experienced during the first quarter of the 2007 fiscal year and until such time as the Company has additional funds available for use.

Consultants’ fees decreased $48,010 or 69% to $21,772 during the three months ended September 30, 2006 compared to three month period ended September 30, 2005. The Company has no employees, rather management retains consultants to provide the services the Company needs. Again, as a result of efforts to reduce expenses, the Company received only limited services from consultants during the three months ended September 30, 2006 compared to the same three month period of 2005. The Company expects consultants’ fees to continue at lower levels in upcoming quarters unless the Company is able to obtain additional funding.

15

The Company incurred limited promotional expenses during the quarter ended September 30, 2006, $443, as compared to $0 during the three months ended September 30, 2005. This limited increase in promotional expenses, is in line with the Company’s efforts to control expenses as much as possible. The Company will continue to limit promotional expenses until such time as need and funding justifies increasing promotional efforts.

Rent expenses increased $8,075 or 127% during the three months ended September 30, 2006 compared to 2005. We anticipate rents will remain consistent with those experienced during the three month ended September 30, 2006 until the office lease for the Company’s Vancouver office expires later this year.

During the three months ended September 30, 2006, the Company incurred $0 in exploration and development expenses, compared to $0 during the three months ended September 30, 2005. The Company anticipates exploration and development expenses in the future will increase and return to higher levels in the upcoming fiscal quarters if the Company is able to obtain additional funding.

Other expenses decreased to $ 239 for the three months ended September 30, 2006 compared to $6,226 for the three months ended September 30, 2005. We anticipate other expenses in the upcoming quarter will remain consistent with those experienced during the first fiscal quarter 2007.

The Company generated no operating income during the three months ended September 30, 2006 or 2005. Non-operating income during the three months ended September 30, 2006, was $650 compared to $2,497 during the three months ended September 30, 2005.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and our principal financial officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Such officers have concluded (based upon their evaluations of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Certifying Officers have concluded that our disclosure controls and procedures are effective as of September 30, 2006.

16

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2006 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 17, 2006 and August 25, 2006, the Company issued 4.4 million and 1.53 million shares of common stock, respectively to the following officer of the Company and to the following other parties, in satisfaction of amounts payable in the amount of $ 420,00:.

For his services rendered to the Company, Mr. John Hickey was issued 210,000 shares at $0.10 per share for work completed during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 he received 210,000 shares at $0.10 per share for services rendered during the first quarter, 300,000 shares at $0.07 per share for services rendered during the second quarter, 381,818 shares at $0.055 per share for services rendered during the third quarter and 381,818 shares at $0.055 per share for services rendered during the fourth quarter.

For investor relations services, the Company issued Chicago Management 210,000 shares at $0.10 per share for work completed during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 it received 210,000 shares at $0.10 per share for services rendered during the first quarter, 300,000 shares at $0.07 per share for services rendered during the second quarter, 381,818 shares at $0.055 per share for services rendered during the third quarter and 381,818 shares at $0.055 per share services rendered during for the fourth quarter.

Also for investor relations services, the Company issued Global Capital 225,000 shares at $0.10 per share for work completed during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 it received 225,000 shares at $0.10 per share for services rendered during the first quarter, 321,428 shares at $0.07 per share for services rendered during the second quarter, 409,090 shares at $0.055 per share for services rendered during the third quarter and 409,090 shares at $0.055 per share for services rendered during the fourth quarter.

Nevada Holdings Company provides Apex Resources with leased office furnishing and equipment. In exchange, Nevada Holdings was issued the following shares; 195,000 shares at $0.10 per share for services rendered during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 Nevada Holdings received 195,000 shares at $0.10 per share for services rendered during the first quarter, 278,571 shares at $0.07 per share for services rendered during the second quarter, 354,545 shares at $0.055 per share for services rendered during the third quarter and 354,545 shares at $0.055 per share for services rendered during the fourth quarter.

17

All shares issued during the quarter were issued to non US persons without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Regulation S promulgated by the Securities and Exchange Commission.

ITEM 6. EXHIBITS

Exhibits. The following exhibits are included as part of this report:

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

	APEX RESOURCES GROUP, INC.
Date: November 13, 2006	By:	/s/ John R. Rask
		John R. Rask, President and Director
Date: November 13, 2006	By:	/s/ John M. Hickey
		John M. Hickey, Secretary and Director

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