-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RY/eHdon54CgT1G+ejuKHFAjOGkczxyx3NLpw5Lo1G/TLpTUX4D+65194GkExMIC C97RM4j3iBymZxRYQDf4bA== 0001096906-03-000577.txt : 20031107 0001096906-03-000577.hdr.sgml : 20031107 20031107170730 ACCESSION NUMBER: 0001096906-03-000577 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APEX RESOURCES GROUP INC CENTRAL INDEX KEY: 0000742248 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 870403828 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 002-91973 FILM NUMBER: 03985966 BUSINESS ADDRESS: STREET 1: 610-800 WEST PENDER ST STREET 2: STE 510 CITY: VANCOUVER, B C CANAD STATE: UT ZIP: 84124 BUSINESS PHONE: 6046692723 MAIL ADDRESS: STREET 1: 610-800 WEST PENDER ST STREET 2: VANCOUVER BRITISH COLUMBIA V6C2V CITY: CANADA FORMER COMPANY: FORMER CONFORMED NAME: AMBRA RESOURCES GROUP INC DATE OF NAME CHANGE: 19981026 FORMER COMPANY: FORMER CONFORMED NAME: AMBRA ROYALTY INC DATE OF NAME CHANGE: 19930727 10QSB 1 apex10qsbsept2003.txt 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, 2003 --------------------------------- ( ) 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. ------------------------------------------------------------------- formerly Ambra Resources Group, Inc. (Exact name of registrant as specified in charter) UTAH 87-0403828 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (801) 363-2599 ----------------------------------------------------------------- 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 registrants classes of common equity, as of the latest practicable date. Common stock, par value $.001; 34,222,194 shares outstanding as of November 2, 2003. 1 INDEX Page Number PART I. ITEM 1. Financial Statements (unaudited).................................3 Balance Sheets September 30, 2003 and June 30, 2003...........................4 Statements of Operations Three months ended September 30, 2003 and 2002...............5 and the period January 27, 1984 to September 30, 2003 Statements of Cash Flows Three months ended September 30, 2003 and 2002...............6 and the period January 27, 1984 to September 30, 2003 Notes to Financial Statements....................................8 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................15 ITEM 3. Controls and Procedures ........................................15 PART II ITEM 6. Exhibits and Reports on Form 8-K ...............................16 Signatures......................................................17 2 - -------------------------------------------------------------------------------- PART I - FINANCIAL INFORMATION - -------------------------------------------------------------------------------- This filing contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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; failure by the Company to successfully develop new products or to anticipate current or prospective customers' product needs; price increase or supply limitations for components purchased by the Company for use in its products; and delays, reductions, or cancellations of orders previously placed with the Company. - -------------------------------------------------------------------------------- ITEM 1. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The accompanying balance sheets of Apex Resources Group, Inc., ( development stage company) at September 30, 2003 and June 30, 2003, and the statements of operations and cash flows for the three months ended September 30, 2003 and 2002 and the period January 27, 1984 (date of inception) to September 30, 2003, 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, 2003, are not necessarily indicative of the results that can be expected for the year ending June 30, 2004. 3
APEX RESOURCES GROUP, INC. ( Development Stage Company) BALANCE SHEET September 30, 2003 and June 30, 2003 - ------------------------------------------------------------------------------- ASSETS Sept 30, 2003 Jun 30, 2003 CURRENT ASSETS Cash $ 12,677 $ 14,259 ----------- ----------- Total Current Assets 12,677 14,259 ----------- ----------- PROPERTY AND EQUIPMENT - net of accumulated depreciation 214,597 221,597 ----------- ----------- OTHER ASSETS Accounts receivable - affiliates 144,061 92,562 Oil leases - note 3 67,913 67,913 Joint venture interest - note 4 125,012 125,012 Other investments 7,005 7,005 ----------- ----------- 343,991 292,492 ----------- ----------- $ 571,265 $ 528,348 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 28,408 $ 26,059 Accounts payable - related parties 212,871 102,563 ----------- ----------- Total Current Liabilities 241,279 128,622 ----------- ----------- STOCKHOLDERS' EQUITY Common stock 400,000,000 shares authorized, at $.001 par value; 34,222,194 issued and outstanding 34,222 34,222 Capital in excess of par value 7,359,868 7,359,868 Deficit accumulated during the development stage (7,064,104) (6,994,364) ----------- ----------- Total Stockholders' Equity 329,986 399,726 ----------- ----------- $ 571,265 $ 528,348 =========== =========== The accompanying notes are an integral part of these financial statements. 4
APEX RESOURCES GROUP, INC. ( Development Stage Company) STATEMENTS OF OPERATIONS For the Three Months Ended September 30, 2003 and 2002 and the Period January 27, 1984 (date of inception) to September 30, 2003 January 27, 1984 Sept 30, Sept 30, (Date of Inception) 2003 2002 to Sept 30, 2003 ----------- ----------- --------------- REVENUES Rents and interest $ 1,472 $ 4,260 $ 325,505 ----------- ----------- --------------- EXPENSES Exploration, development, 64,212 184,895 8,637,321 and promotion Depreciation 7,000 9,500 107,043 71,212 194,395 8,744,364 ----------- ----------- --------------- NET LOSS - before other income (69,740) (190,135) (8,418,859) GAIN FROM SALE OF ASSETS -- -- 1,354,755 ----------- ----------- --------------- NET PROFIT (LOSS) $ (69,740) $ (190,135) $ (7,064,104) =========== =========== =============== LOSS PER COMMON SHARE Basic and diluted $ -- $ -- ----------- ----------- AVERAGE OUTSTANDING SHARES Basic (stated in 1,000's) 34,222 34,222 ----------- ----------- 5
The accompanying notes are an integral part of these financial statements.
AMBRA RESOURCES GROUP, INC. ( Development Stage Company) STATEMENTS OF CASH FLOWS For the Three Months Ended September 30, 2003 and 2002 and the Period January 27, 1984 (Date of Inception) to September 30, 2003 - ----------------------------------------------------------------------------------------------------- January 27, 1984 Sept Sept (Date of Inception) 2003 2002 to Sept 30, 2003 ----------- ----------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net profit (loss) $ (69,740) $ (190,135) $(7,064,104) Adjustments to reconcile net loss to net cash provided by operating activities Valuation of investments -- -- 2,640 Depreciation 7,000 9,500 107,043 Common capital stock issued for services & expenses -- -- 4,705,737 Gain from sale of assets -- -- (1,354,755) (Increase) decrease in accounts receivable (48,999) 40,084 (141,561) (Increase) decrease in advance deposits -- 21,664 -- Increase (decrease) in liabilities 110,157 (11,909) 259,695 ----------- ----------- ----------- Net Cash Used By Operations (1,582) (130,796) (3,485,305) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of other assets -- -- (9,645) Purchase of property & equipment -- -- (321,640) Purchase of oil & gas leases -- -- (523,019) Net sales of assets -- -- 1,638,159 ----------- ----------- ----------- -- -- 783,855 ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Stock subscriptions received -- 10,000 -- Net proceeds from sale of capital stock -- -- 2,714,127 ----------- ----------- ----------- Net increase (decrease) in cash (1,582) (120,796) 12,677 Cash at beginning of period 14,259 251,998 -- ----------- ----------- ----------- Cash at end of period $ 12,677 $ 131,202 $ 12,677 =========== =========== =========== 7 The accompanying notes are an integral part of these financial statements.
APEX RESOURCES GROUP, INC. ( Development Stage Company) STATEMENT OF CASH FLOWS (Continued) For the Period January 27, 1984 (Date of Inception) to September 30, 2003 - --------------------------------------------------------------------------------
SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIES Issuance of 1,154,073 common shares for assets, services and expenses - from inception to June 30, 1998 $ 1,500,765 Issuance of 1,549,875 common shares for assets, services and expenses - for the year ended June 30, 1999 1,157,000 --------- Issuance of 1,242,781 common shares for assets, services and expenses - for the year ended June 30, 2000 1,240,093 --------- Issuance of 784,500 common shares for services and expenses - for the year ended June 30, 2001 629,500 --------- Issuance of 105,000 common shares for services and expenses - for the year ended June 30, 2002 62,999 --------- Issuance of 10,560,000 common shares for services and expenses - for the year ended June 30, 2003 115,380 --------- 9
APEX RESOURCES GROUP, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2003 - -------------------------------------------------------------------------------- 1. ORGANIZATION 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 Company has not engaged in any mineral claims explorations. 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. Property and Equipment The Company's property and equipment consists of the following: Office equipment 128,413 Residential rentals 164,511 Less accumulated depreciation (78,327) --------- 214,597 ========= 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. 10 APEX RESOURCES GROUP, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2003 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 Mining Claim Costs Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mine equipment are capitalized and depreciated over their useful lives. 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. 11 APEX RESOURCES GROUP, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2003 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial Instruments The carrying amounts of financial instruments, including cash, accounts receivable due from affiliates, investments in oil and gas interests, and accounts payable, are considered by management to be their estimated fair values. 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, 2003, the Company had a net operating loss available for carry forward of $7,066,604. The tax benefit of approximately $2,120,000 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 2004 through 2023. Revenue Recognition Revenue is recognized on the sale and transfer of properties or services and the receipt other sources of income. Statement of Cash Flows For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Advertising and Market Development The Company expenses advertising and market development costs as incurred. 12 APEX RESOURCES GROUP, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2003 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. 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 otherwise 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 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. 13 APEX RESOURCES GROUP, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2003 - -------------------------------------------------------------------------------- 4. JOINT VENTURE INTEREST During July 2001 the Company purchased a one half participation interest in a joint venture covering the "Hughes Prospect Lease Bank Agreement" for $175,290 which consists of 4,219 acres of oil and gas leases located in Robertson County, Texas in which the joint venture participants are marketing the leases. The Company has received $50,278 as its share of the on-going sale of the leases, which has been recorded as a reduction of the cost of the joint venture. A gain or loss cannot be determined until the balance of the leases have been sold. 5. MINING CLAIMS On June 20, 1994 the Company purchased six unproven mineral claims, from a related party, which are identified as Marathon, Marathon 1 and Marathon 2, Krystal Ann 1, Krystal Ann 2 and Krystal Ann 3. The Marathon claims contain 32 units and expire in February 2006 and the Krystal claims contain 28 units and expire in May 2006. The Claims are located near Cowichan Lake in the Province of British Columbia, Canada. The claims are located within the Sicker Volcanic Belt on Vancouver Island in an active gold mining area and are current though 2005. The claims have not been proven to have a commercially minable ore reserve and therefore all costs for acquisition and retaining the properties have been expensed. 6. ISSUANCE OF COMMON CAPITAL STOCK During the year ended June 30, 2003 the Company issued 10,560,000 restricted common shares of its capital stock for services, and expenses, with a value of between $.001 to $.05 per share, and 15,650,000 restricted common shares for cash at $.001 per shares. On March 26, 2003 the Company completed a reverse stock split of one share for 20 shares of outstanding stock. This report has been prepared showing post split shares from inception. 7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers and directors and their controlled entities and a consultant have acquired 14% of the outstanding common stock of the Company and have made demand, no interest loans to the Company of $212,871. The Company has made no interest, demand loans to affiliates of $141,561. The affiliations resulted through common officers between the company and its affiliates, and the Company owns 16% of the outstanding stock of one of the affiliates. 14 APEX RESOURCES GROUP, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2003 - -------------------------------------------------------------------------------- 8. 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. 9. CONTINUING LIABILITIES The Company is obligated under a three year lease for office space, starting in March 2001 through February 2004 at $2,545Cn per month. 15 - ------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - ------------------------------------------------------------------------------- General The Company is in the development stage and engaged in the acquisition of interests in gas and oil properties in Texas, and Louisiana, and other business interests, however the Company has not been engaged in the production of any gas and oil. Liquidity and Capital Resources During the quarter ended September 30, 2003, the Company funded its operations primarily with cash on hand and funds raised during 2000 and 2001 in Regulation S offerings and from funds loaned to the Company by an officer and director. On September 30, 2003, the Company had cash on hand of $12,677. The Company will need additional working capital for its future planned activities and to service its debt. 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. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. Management of the Company has developed a strategy, that it believes will accomplish this objective, through additional short term loans, and equity funding, which may enable the Company to operate for the coming year. The Company, however, has no firm commitments from any party to provide it additional funding. Without some source of additional funds, it is unlikely the Company will have sufficient funds to continue operations for the next twelve months. There is no guarantee the Company will be successful in implementing its strategy to obtain sufficient working capital to continue operations for the next twelve months. The Company has plans to further develop its properties which will require all of its current working capital. The Company's material commitments for capital expenditures are limited to the Company's obligation under the Operating Agreement with Kebo Oil and Gas, Inc., to pay one percent of the costs associated with the ten well drilling program. Results of Operations Comparison of the quarter ended September 30, 2003 and the quarter ended September 30, 2002 The Company sustained a net operating loss of $69,740 in the quarter ended September 30, 2003, compared to a loss of $190,135 for the quarter ended September 30, 2002. There was a $120,395 decrease in the loss which was largely effected by a decrease in expenses for all categories as shown in the following comparison of expenses: September 30, 2003 September 30, 2002 Exploration $ - $ 9,740 Office supplies and expenses 18,921 31,333 Consultants 13,881 62,344 Travel and entertainment 17,665 55,139 Professional 12,587 23,599 The decrease in operating expenses in the first quarter of 2003 compared to the first quarter of 2002 is primarily the result of decreased exploration, development and business activity by the Company in the quarter ended September 30, 2003 because of a lack of funds to pursue these activities. 16 Revenue from rents and interest decreased from $4,260 in the three months ended September 30, 2002 to $1,472 in the three months ended September 30, 2003. During the quarter ended September 30, 2003, the Company realized a net loss of $69,740 compared to a net loss of 190,135 for the quarter ended September 30, 2002. Again, this reduction in net loss is primarily attributable to the decreased business activity of the Company during the most recent fiscal quarter. - ------------------------------------------------------------------------------- ITEM 3. CONTROLS AND PROCEDURES - ------------------------------------------------------------------------------- (a) Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the Company's disclosure controls and procedures as of a date (the "Evaluation Date") within 90 days before the filing of this quarterly report. Based on their evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms. (b) Changes in Internal Controls and Procedures. Subsequent to the Evaluation Date, there were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses. - -------------------------------------------------------------------------------- PART II - OTHER INFORMATION - -------------------------------------------------------------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------------- (a) Reports on Form 8-K. None. (b) Exhibits. 31.1 Certification of Principal Executive Officer 31.2 Certification of Principal Financial Officer 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 17 - -------------------------------------------------------------------------------- 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 7, 2003 By: /s/ ---------------------------------------- John R. Rask, President and Director Date: November 7, 2003 By: /s/ ---------------------------------------- John M. Hickey, Secretary and Director 18 EX-31.1 3 apex10qsbsept2003ex99-1.txt EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John Ray Rask, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Apex Resources Group, Inc., (the "Company"); (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; (4) The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons fulfilling the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and (6) The Company's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 7, 2003 By: /s/ ---------------------------------------- John Ray Rask, Principal Executive Officer EX-31.2 4 apex10qsbsept2003ex31-2.txt EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John M. Hickey, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Apex Resources Group, Inc., (the "Company"); (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; (4) The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons fulfilling the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and (6) The Company's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 7, 2003 By: /s/ ---------------------------------------------- John M. Hickey, Principal Financial Officer EX-32 5 apex10qsbsept2003ex32.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Apex Resources Group, Inc.,on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John Ray Rask, Principal Executive Officer and John M. Hickey, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: November 7, 2003 /s/ --------------------------------------------- John Ray Rask, Principal Executive Officer Date: November 7, 2003 /s/ --------------------------------------------- John M. Hickey, Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----