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, 2005

(  ) 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.)

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 registrant’s classes of common equity, as of the latest practicable date.

Common stock, par value $.001; 91,625,212 shares outstanding as of November 21, 2005.

INDEX

		Page
		Number
PART I.		3
ITEM 1.	Financial Statements (unaudited)	3
	Balance Sheets September 30, 2005 and June 30, 2005	4
	Statement of Operations Three Months Ended September 30, 2005 and 2004 and the Period January 27, 1984 to September 30, 2005	5
	Statement of Changes in Stockholders’ Equity Period from January 27, 1984 to September 30, 2005	6
	Statement of Cash Flows Three Months Ended September 30, 2005 and 2004 and the Period January 27, 1984 to September 30, 2005	8
	Notes to Financial Statements	10
ITEM 2.	Managements’ Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Controls and Procedures	20
PART II		21
ITEM 6.	Exhibits	21
	Signatures	22

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, 2005 and June 30, 2005, the statement of operations for the three months ended September 30, 2005 and 2004 and the period January 27, 1984 (date of inception) to September 30, 2005 and cash flows for the three months ended September 30, 2005 and 2004 and the period January 27, 1984 (date of inception) to September 30, 2005 and the statement of stockholders’ equity for the period from January 27, 1984 to September 30, 2005, 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, 2005, are not necessarily indicative of the results that can be expected for the year ending June 30, 2006.

3

APEX RESOURCES GROUP, INC.

(Development Stage Company)

BALANCE SHEETS

(unaudited)

September 30, 2005 and June 30, 2005

ASSETS
	Sept 30,			June 30,
	2005			2005
CURRENT ASSETS
Cash	$	24,034		$	18,507
Total Current Assets	$	24,034		$	18,507
PROPERTY AND EQUIPMENT - net of accumulated
Depreciation		185,005			191,005
OTHER ASSETS
Accounts receivable - affiliates		156,072			156,072
Oil leases		67,913			67,913
Land		83,600			83,600
Available-for-sale securities		2,428			2,428
Land - Canada		222,234			222,234
	$	532,247		$	532,247
	$	741,286		$	741,759
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - land	$	219,773		$	214,118
Accounts payable		31.048			36,766
Accounts payable - related parties		445,194			323,604
Total Current Liabilities		696,015			574,488
STOCKHOLDERS' EQUITY
Common stock 400,000,000 shares authorized, at $.001 par value; 92,625,212 issued and outstanding		92,625			92,625
Capital in excess of par value		10,983,235			10,983,235
Less stock subscriptions receivable		(2,427,000	)		(2,427,000	)
Deficit accumulated during the development stage		(8,603,589	)		(8,481,589	)
Total Stockholders' Equity		45,271			167,271
	$	741,286		$	741,759

The accompanying notes are an integral part of these financial statements.

4

APEX RESOURCES GROUP, INC.

(Development Stage Company)

STATEMENT OF OPERATIONS -

For the Three Months Ended September 30, 2005 and 2004 and the

Period January 27, 1984 (date of inception) to September, 2005

	September 30, 2005			September 30, 2004			Jan 27, 1984 to September 30, 2005
REVENUES
Other non operating income	$	2,497		$	9,947		$	362,944
EXPENSES
Exploration, development and administrative - Note 9		118,497			170,510			10,025,625
Depreciation		6,000			6,000			148,102
		124,497			176,510			10,173,849
NET LOSS - before other Income		(122,000	)		(166,563	)		(9,810,905	)
Gain on sale of assets					-			1,329,316
NET LOSS	$	(122,000	)	$	(166,563	)	$	(8,481,589	)
LOSS PER COMMON SHARE
Basic and diluted	$	(0.00	)	$	(0.00	)
AVERAGE OUTSTANDING SHARES - (stated in 1,000's)
Basic		92,625			59,980

The accompanying notes are an integral part of these financial statements.

5

APEX RESOURCES GROUP, INC.

(Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

Period January 27, 1984 (Date of Inception) to September 30, 2005

	Common Stock				Capital in Excess of		Accumulated
	Shares		Amount		Par Value		Deficit
Balance January 27, 1984
(Date of Inception)		-	$	-	$	-	$	-
Issuance of common stock from inception to June 30, 1998		1,610,838		1,611		2,120,660
Net losses from operations for the six years ended June 30, 1989		-		-		-		(38,910	)
Capital contribution - expenses		-		-		752		-
Net losses from operations for the six years ended June 30, 1998		-		-		-		(1,641,468	)
Issuance of common stock for the year ended June 30, 1999		1,943,798		1,944		1,344,079		-
Net loss from operations for the year ended June 30, 1999		-		-		-		(1,607,517	)
Issuance of common stock for the year ended June 30, 2000		3,318,058		3,318		2,948,196		-
Net loss from operations for the year ended June 30, 2000		-		-		-		(1,029,239	)
Issuance of common stock for the year ended June 30, 2001		1,034,500		1,034		778,467		-
Net loss from operations for the year ended June 30, 2001		-		-		-		(807,576	)
Issuance of common stock for services & expenses - August 31, 2001		105,000		105		62,894		-
Net loss from operations for the year ended June 30, 2002		-		-		-		(1,216,953	)
Issuance of common stock for services at $.001 - April 14, 2003		6,380,000		6,380		-		-
Issuance of common stock for cash at $.001 - April & June 2003		15,650,000		15,650		-		-
Issuance of common stock for services at $.01 - June 3, 2003		2,500,000		2,500		22,500		-
Issuance of common stock for services at $.05 - June 30, 2003		1,680,000		1,680		82,320		-
Net loss from operations for the year ended June 30, 2003		-		-		-		(652,701	)
Issuance of common stock for purchase of land at $.03 - Nov 17, 2003		300,000		300		8,700		-
Issuance of common stock for payment of debt at $.03 - Nov 25, 2003		7,095,666		7,095		205,774		-
Issuance of common stock for cash at $.02 - Nov 6, 2003		2,500,000		2,500		47,500		-

6

Issuance of common stock for cash at $.15 to $.04 - Jan & Feb 2004	2,501,820		2,502		49,657			-
Issuance of common stock for cash at $.05 - March 2004	367,665		368		18,014			-
Issuance of common stock for services at $.001 - April 2004	500,000		500		-			-
Issuance of common stock for payment of debt at $.03 - June 2004	2,376,234		2,377		68,910			-
Issuance of common stock for services and expenses$.03 - Nov 2003 & Jun 2004	8,400,000		8,400		243,600			-
Net loss from operations for the year ended June 30, 2004	-		-		-			(748,280	)
Balance June 30, 2004 - audited	58,263,569		58,264		8,002,023			(7,742,644	)
Issuance of common stock for expenses at $.02 - Sept 2, 2004	1,717,785		1,718		30,137			-
Issuance of common stock for payment of debt at $.02 - Sept 2, 2004	311,500		311		7,789			-
Issuance of common stock for expenses and services at $.02 - Sept 24, 2004	2,800,000		2,800		81,200			-
Issuance of common stock for cash and note receivable at $.02 - Sept 27, 2004	5,000,000		5,000		95,000			-
Issuance of common stock for land at $.016 to .02 - Sept 29, 2004	1,100,000		1,100		16,900			-
Issuance of common stock for stock subscriptions receivable at $.05 to $.20
November & December 2004	18,000,000		18,000		2,432,000			-
Issuance of common stock for expenses at $.05 - December 21, 2004	4,392,358		4,392		215,226			-
Issuance of common stock for cash at $.10 - December 2, 2004	100,000		100		9,900			-
Issuance of common stock for payment of debt at $.10 - May 11, 2005	840,000		840		83,160			-
Issuance of common stock for expenses at $.10 - June 15, 2005	100,000		100		9,900			-
Net loss from operations for the year ended June 30, 2005	-		-		-		$	(738,945	)
Balance June 30, 2005 -	92,625,212	$	92,625	$	10,983,235		$	(8,481,589	)
Net loss from operations for the three months ended Sept 30,2005	-		-	$	(122,000	)		-
Balance September 30, 2005 -	92,625,212	$	92,625	$	10,861,235		$	(8,481,589	)

The accompanying notes are an integral part of these financial statements.

7

APEX RESOURCES GROUP, INC.

(Development Stage Company)

STATEMENT OF CASH FLOWS -

For the Three Months Ended September 30, 2005 and 2004 and the

Period January 27, 1984 (Date of Inception) to September 30, 2005

	September 30,			September 30,			January 27, 1984 to September 30,
	2005			2004			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(122,000	)	$	(166,563	)	$	(8,603,589	)
Adjustments to reconcile net loss to net cash provided by operating activities
Loss of mineral properties		-			-			-
Depreciation		6,000			6,000			130,386
Common capital stock issued for services & expenses		-			115,854			5,322,093
Gain on sale of assets		-			-			-
(Increase) decrease in accounts receivable		-			-			(156,072	)
Increase (decrease) in liabilities		121,527			62,705			1,068,655
Net Cash used by Operations		5,527			17,996			(2,238,527	)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposit		-			(4,000	)		-
Purchase of investments		-			200			(2,428	)
Purchase of property & equipment		-			(64,000	)		(616,225	)
Purchase of oil & gas leases and mining claims		-			-			(67,913	)
Net proceeds from sale of assets		-			-			-
		-			(67,800	)		(686,566	)
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable - land		-			-			-
Net proceeds from issuance of capital stock		-			75,000			2,949,127
		-			75,000			2,949,127
Net increase (decrease) in cash		5,527			25,196			24,034
Cash at beginning of year		18,507			14,741			-
Cash at end of period	$	24,034		$	39,937		$	24,034

The accompanying notes are an integral part of these financial statements.

8

APEX RESOURCES GROUP, INC.

(Development Stage Company)

STATEMENT OF CASH FLOWS (Continued)

For the Period January 27, 1984 (Date of Inception) to September 30, 2005

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
Issuance of 9,267,655 common shares for services and expenses -for the year ended June 30, 2004		270,882
Issuance of 9,010,143 common shares for assets, services and expenses for the year ended June 30, 2005		345,473

The accompanying notes are an integral part of these financial statements.

9

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2005

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, 2005 and 2004 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, 2005 and the results of operations and cash flows for the three months ended September 30, 2005 and 2004.

The results of operations for the three months ended September 30, 2005 and 2004 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.

10

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

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

Office equipment	150,880
Residential rentals	164,511
Less accumulated depreciation	(130,386	)
	185,005

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.

11

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

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 June 30, 2005, the Company had a net operating loss available for carry forward of $8,470,402. The tax benefit of approximately $2,541,121 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 2025.

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.

12

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

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 is no

immediate plans to develop the area until a gas pipe line becomes available.

4. PURCHASE OF LAND

The Company is obligated under installment sales contracts for the purchase of land. The contracts have balances of $219,773 at September 30, 2005, including accrued interest, on which $126,105 was due December 31, 2004 (unpaid) and the balance of $88,013 due over 25 years in monthly payments, including interest of 11%. The payments due are in arrears.

13

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

5. ISSUANCE OF COMMON CAPITAL STOCK

During the year ended June 30, 2005 the Company issued 5,000,000 restricted common shares for cash and note receivable for $100,000. Also, during the year ended June 30,, 2005, the Company issued 9,010,143 restricted common shares for services for $345,473, 1,151,500 restricted common shares for payment of debt for $92,100, 1,100,000 restricted common shares for land of $18,000, 18,000,000 restricted common shares for subscriptions receivable for $2,450,000 and 100,000 common shares for cash in the amount of $10,000.

6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors and their controlled entities and a consultant have acquired 21% of the outstanding common stock of the Company and have received the restricted common capital stock issued to them as outlined in note 5.

On September 30, 2005 the Company owed certain shareholders, directors and officers the sum of $445,194.

The Company has made no interest, demand loans to affiliates of $156,072. 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.

7. 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.

14

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

8. SCHEDULE OF EXPENSES

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

	September 30, 2005		September 30, 2004
Travel	$	17,176	$	3 ,467
Office expenses		7,950		26,427
Professional		11,020		760
Consultants		69,782		77,147
Promotional		-		4,010
Rent		6,343		13,100
Exploration and development - oil and gas		-		38,100
Other		6,226		7,499
	$	118,497	$	170,510

15

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

For a complete understanding, this Managements’ 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, 2005.

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, 2005, and the subsequent Quarterly Reports filed by the Company on Form 10-QSB. Following is a brief description of relevant events that occurred during the quarter ended September 30, 2005.

Recent Developments

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 other partners in the project are coordinated by Imperial Oil Resources. It was recently announced that a consortium of oil and gas companies have filed an application to build a natural gas pipeline that could be used to transport gas from the Beaufort Sea region. This area will not be developed until a pipeline is built.

Bastian Bay Field, Plaquamines Parish, Louisiana

The Company owns a 6.25% working interest in the Bastian Bay Field Lease #16152 in Plaquamines Parish Louisiana. Until recently, Royal “T” Oil was the operator of this well. It turned over its interest in the well to Imperial Petroleum, Inc. Prior to Hurricane Katrina, Imperial had decided to work over the well at an estimated cost of $906,800. It was the Company’s understanding that Imperial intended to make a cash call to all participants. The participants in the well would be given the choice to pay the cash call or continue on a non-consent basis under which the non paying participants relinquish half of their working interest after Imperial has recouped its expenditures. The Company had determined to continue on a non-consent basis and not meet the cash call. If the Company fails to meet the cash call, its net revenue interest will be reduced from 6.25% to 3.125%. The Company has not yet learned how Imperial intends to proceed in the aftermath of Hurricane Katrina.

16

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 1.2 to 1.4 million 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. The estimated life expectancy of this well is at least six years.

Real Estate Interests

Abbecombec Ocean Village Resort

The Company owns two vacation homes in the Abbecombec Ocean Village Resort located on the shore of Clam Bay, which is 40 miles east of Halifax, Nova Scotia. The Company currently rents the dwellings on a month-to-month basis for $500 per month. The income generated by these properties 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. These properties are not subject to any mortgage or other obligation. At this time the Company has no plans for renovate or otherwise improve the properties. The Company believes these properties are adequately insured.

Woodland Valley Ranch and Elk Valley Ranch, Arizona

The Company owns 37 acres of undeveloped land in Woodland Valley Ranch, located in Apache County in northern Arizona. These parcels are located about 12 miles northeast of St. Johns, Arizona. The Woodland Valley Ranch is comprised of over 32,000 acres of virgin wilderness with elevations ranging from 5,900 feet to 6,800 feet above sea level. The Woodland Valley Ranch borders over 30,000 acres of Arizona State Trust lands. The Company is required to make monthly payments of $255 through December 2019. As of the date of this report, the current principal balance is approximately $46,008.

The Company owns two undeveloped lots, totaling 73 acres of real property, in Elk Valley Ranch. Elk Valley Ranch is near the Woodland Valley Ranch and is about 15 miles east of St. Johns, Arizona. The Company purchased the lots for $98,715, including a down payment of $5,020 and monthly payments of $521 for 180 months. As of the date of this annual report, the current principal balance is approximately $93,695.

The Company is in arrears on its monthly payments on these properties, with back payments totaling $2,300. The Company is working with the contract holder to resolve the default. The Company acquired these parcels for investment purposes and has no present intent to develop or improve this property. As undeveloped land, the Company does not believe there is a need to insure the property at this time.

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Cowichan Lake, Victoria, B.C.

In January 2005, the Company paid approximately $39,000 toward the purchase price for Lot 4 on Upper Point Ideal Road in the Cowichan Lake District in Victoria B.C. In March 2005, the Company paid approximately $42,000 toward the purchase price of Lot 2. Part of the payment covered various fees and taxes, the remainder was applied to reduce the balance of the purchase price. In September 2005, the Company sold Lot 4 for $177,426. The Company used the proceeds from the sale of that property to retire the $87,500 mortgage on Lot 4 and the $78,000 mortgage on Lot 2. The Company is currently attempting to sell Lot 2. The Company acquired these properties for investment purposes and has no present intent to develop or improve these parcels.

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.”

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, 2005, the Company financed its operations primarily through loans 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, 2005, 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, 2005, the Company did not issue any shares for services or in satisfaction of expenses, as a result, accounts payable to related parties increased to $445,194 compared to $323,604 at June 30, 2005.

On September 30, 2005, the Company had cash on hand of $24,034.

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

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Results of Operations

Comparison of the three months ended September 30, 2005 and 2004

The Company sustained a net loss of $122,000 in the quarter ended September 30, 2005 compared to a loss of $166,563 for the quarter ended September 30, 2004. This decrease in loss was primarily the result of the Company not engaging in any exploration and development activities during the three months ended September 30, 2005, compared to the same period of 2004, as a result of the Company having limited available funds. The Company incurred the following expenses:

	March 31, 2005		March 31, 2004
Travel	$	17,176	$	3 ,467
Office expenses		7,950 26,427
Professional		11,020		760
Consultants		69,782		77,147
Promotional		-		4,010
Rent		6,343		13,100
Exploration and development - oil and gas -		38,100
Other		6,226		7,499
Total	$	118,497	$	170,510

Travel expenses increased $13,709 or 395% to $17,176 during the three months ended September 30, 2005 compared to September 30, 2004. This increase is primarily the result of increased travel in connection with increased management and investor relation travel during the three months ended September 30, 2005 compared to the same period of 2004. The Company anticipates travel expenses will decrease and return to rates more consistent with those experienced in previous quarters.

Office expenses decreased $18,477 or 70% to $7,950 during the three months ended September 30, 2005 compared to the same period 2004. This decrease is primarily the result of reducing the activities at its Salt Lake City office and other efforts to reduce office expenses in connection with the limited funds available to the Company.

Professional fees increased from $760 during the three months ended September 30, 2004 to $11,020 during the three months ended September 30, 2005. This increase is largely attributable to increases in accounting expenses. The Company expects professional expenses to continue at rates consistent with those experienced during the first quarter 2005.

Consultants fees decreased $7,365 or 10% to $69,782 during the three months ended September 30, 2005 compared to three month period ended September 30, 2004. 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 retained fewer consultants during the three months ended September 30, 2005 compared to the same three month period of 2004. The Company expects consultants fees to remain at about the same level in upcoming quarters unless the Company is able to obtain significant additional funding.

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The Company incurred no promotional expenses during the quarter ended September 30, 2005, compared to $4,010 during the three months ended September 30, 2004. This decrease in promotional expenses, as with other decreases in expenses is attributable to our efforts to reduce expenses as much as possible. The Company will continue to try to limit promotional expenses until such time as need and funding justify increasing promotional efforts.

Rent expenses decreased $6,757 or 52% during the three months ended September 30, 2005 compared to 2004.

During the three months ended September 30, 2005, the Company incurred no expenses for exploration and development, compared to $38,100 during the three months ended September 30, 2004. This decrease is partially attributable to the Company having limited funds and partially the result of timing issues. The Company anticipates exploration and development expenses in the future will increase and return to higher levels in the upcoming fiscal quarters.

Other expenses decreased to $6,226 for the three months ended September 30, 2005 compared to $7,499 for the three months ended September 30, 2004. This decrease is primarily due to the decreased operating activities of the Company during the 2005 quarter compared to the 2004 quarter resulting from the limited funds available to the Company. The Company anticipates other expenses to continue at level consistent with the three month ended September 30, 2005.

The Company generated no operating income during the three months ended September 30, 2005 or 2004. Non-operating income during the three months ended September 30, 2005, was $2,497 compared to $9,947 during the three months ended September 30, 2004.

ITEM 3. CONTROLS AND PROCEDURES

The Company’s principal executive officers 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 the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by it in this report is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure.

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The Certifying Officers have also indicated that there were no significant changes in the Company’s internal controls over financial reporting or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no significant deficiencies and material weaknesses.

Management, including the Certifying Officers, does not expect that the Company’s disclosure controls or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

PART II - OTHER INFORMATION

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

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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 30, 2005	By:	/s/ John R. Rask
		John R. Rask, President and Director
Date: November 30, 2005	By:	/s/ John M. Hickey
		John M. Hickey, Secretary and Director

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