UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-D |_| form N-SAR
For Period Ended: December 31, 2006
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herin.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Full Name of Registrant:
Apex Capital Group, Inc.
Former Name if Applicable: None.
Address of Principal Executive Office (Street and Number):
No. 507 Royal Plaza, 21-1 Wenyi Road, Shenke District, Shenyang City, Liaoning
Province, People's Republic of China, Postal Code 110000
PART II -- RULES 12b-25(b) AND (c)
If the subject report 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 box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or 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 Form N-CSR, 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 subject distribution
| report on Form 10-D, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
The registrant closed a reverse merger with Elwin Group Limited
("Elwin"), a British Virgin Islands company, a holding company of Shenyang
Fangyuan Group Kangping Aluminum Factory Company Limited ("Kangping") on October
26, 2006. As a result, the financial result of Kangping is to be consolidated
into that of the registrant's. The registrant requires additional time to
prepare the consolidated financial information. The registrant is in the process
of preparing and reviewing its financial information. The process of compiling
and disseminating the information required to be included in the Form 10-KSB for
the relevant fiscal year, as well as the completion of the required review of
its financial information, could not be completed without incurring undue
hardship and expense. The registrant undertakes the responsibility to file such
annual report no later than fifteen days after its original date.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Shushun Feng (86) 24-25899840
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(Name) (Area Code) (Telephone Number)
(2)Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) 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?
|X| Yes |_| 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.
Please refer to the financial statements filed in our Current Report on
Form 8-K dated October 26, 2006 with respect to the financial statements of
Kangping, which will be consolidated to our audited financial statements for the
fiscal year ended December 31, 2006.
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Apex Capital Group, Inc.
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(Name of Registrant as Specified in Charter)
Date April 2, 2007 By /s/ Shushun Feng
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Shushun Feng
President and Chief Executive Officer