UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 12b-25

                           NOTIFICATION OF LATE FILING

          Form 10-K    Form 20-F    Form 11-K   X   Form 10-Q    Form N-SAR
      ---           ---          ---          -----           ---

                         Commission file number 0-11695
                                                -------

                           Apex Resources Group, Inc.
                           --------------------------
                             Full Name of Registrant

                                       N/A
                                       ---
                            Former Name of Registrant

                           610-800 West Pender Street
                           --------------------------
           Address of Principle Executive Offices (street and number)

                         Vancouver, B.C., Canada V6C 2 V6
                         --------------------------------
                            City, State and Zip Code

Part II - Rules 12b-25 (b) and (c)

     If the subject  could not be filed without  unreasonable  effort or expense
and the  Registrant  seeks  relief  pursuant to Rule 12b-25 (b),  the  following
should be completed. (Check if appropriate).

 X   (a)  The reasons  described in  reasonable  detail in Part III of this form
- ---       could not be eliminated without unreasonable effort of expense;

 X   (b)  The subject annual report,  semi-annual  report,  transition report on
- ---       Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof,  will
          be filed  on or  before  the  fifteenth  calendar  day  following  the
          prescribed  due date;  or the subject  quarterly  report or transition
          report on Form 10-Q, or portion thereof will be filed on or before the
          fifth calendar day following the prescribed due date; and

     (c)  The  accountant's  statements or other exhibit required by Rule 12b-25
- ---       (c) has been attached if applicable.


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Part III - Narrative

     State below in reasonable detail the reasons why Form 10-K,  10-KSB,  20-F,
     11-K,  10-Q,  10-QSB,  N-SAR, or the transition  report or portion thereof,
     could not be filed within the prescribed time period.

     The  quarterly  report of the  registrant on Form 10-QSB could not be filed
     because management  requires additional time to compile and verify the data
     required to be included in the report. The report will be filed within five
     days of the date the original report was due.

Part IV - Other Information

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     John M. Hickey              (604)                        669-2723
     --------------              -----                    ----------------
     Name                      Area Code                  Telephone Number

(2)  Have  all  other  reports  required  under  Section  13 or 15  (b)  of  the
     Securities and Exchange Act of 1934 or Section 30 or the Investments Act of
     1940 during the preceding 12 months (or for such  shorter)  period that the
     Registrant  was required to file such reports been filed?  If answer is no,
     identify report(s).

      X   Yes            No
     ---            ---

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?

      _   Yes         X   No
     ---             ---

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

                           Apex Resources Group, Inc.
                           --------------------------
                  (Name of Registrant as Specified in Charter)

     has caused this  notification to be signed on its behalf by the undersigned
     hereunto duly authorized.



Date: February 14, 2005                 By:/s/ John M. Hickey
                                           -------------------------
                                           John M. Hickey, Secretary


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