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: March 31, 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.)
610-800 West Pender Street, Vancouver, B.C.	V6C 2V6
(Address of principal executive offices)	(Zip Code)

(604) 669-2723

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 May 15, 2006.

INDEX

		Page Number
PART I.		3
ITEM 1.	Financial Statements (unaudited)	3
	Balance Sheet as of March 31, 2006 and June 30, 2005	4
	Statements of Operations for the Three Months and Nine Months Ended March 31, 2006 and 2005 and the Period from inception (January 27, 1984) to March 31, 2006	5
	Statement of Cash Flows for the Nine Months ended March 31, 2006 and 2004 and the Period from Inception (January 27, 1984) to March 31, 2006	6
	Notes to Financial Statements	7
ITEM 2.	Managements’ Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3.	Controls and Procedures	17
PART II		18
ITEM 6.	Exhibits	18
	Signatures	18

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 sheet of Apex Resources Group, Inc., (development stage company) at March 31, 2006 and June 30, 2005, the statements of operations for the three and nine months ended March 31, 2006 and 2005 and the period from inception (January 27, 1984) to March 31, 2006 and statements of cash flows for the nine months ended March 31, 2006 and 2005 and the period from inception (January 27, 1984) to March 31, 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 March 31, 2006, 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 SHEET

	March 31, 2006			June 30, 2005
CURRENT ASSETS
Cash		21,529			18,507
Total Current Assets		21,529			18,507
PROPERTY AND EQUIPMENT - net of accumulated depreciation		175,839			191,005
OTHER ASSETS
Accounts receivable - affiliates		156,429			156,072
Oil leases		67,913			67,913
Available for sale securities		2,428			2,428
Land		-			83,600
Land - Canada		89,845			222,234
		316,615			532,247
Total Assets		513,983			741,759
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable		60,781			36,766
Note Payable - Land		-			214,118
Accounts payable - related parties		520,810			323,604
Total Current Liabilities		581,591			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		(8,716,468	)		(8,481,589	)
Total Stockholders' Equity		(67,608	)		167,271
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		513,983			741,759

See accompanying notes to the financial statements

4

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

	3 months ended March 31,						9 months ended March 31						Jan. 27, 1984 (date of inception of development stage) to
	2006			2005			2006			2005			March 2006
REVENUES
Other non-operating income	$	1,299		$	1,234		$	5,083		$	12,301		$	368,027
EXPENSES
Exploration, development and administrative - Note 6		42,877			172,773			238,686			664,425			10,264,433
Depreciation		6,000			6,000			18,000			18,000			166,102
Total operating expenses		48,877			178,773			256,686			682,425			10,430,535
NET (LOSS) - before other income (expense)		(47,578	)		(177,539	)		(251,603	)		(670,124	)		(10,062,508	)
Gain on sale of assets		-			-			39,249			-			1,368,565
Interest expense		(2,000	)		-			(22,525	)		-			(22,525	)
NET (LOSS)		(49,578	)		(177,539	)		(234,879	)		(670,124	)		(8,716,468	)
Basic net (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding		92,625,000			91,585,000			92,625,000			84,468,000

See accompanying notes to the financial statements

5

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	9 months ended March 31,						Jan. 27, 1984 (date of inception of development stage) to
	2006			2005			March 31, 2006
Cash flows from operating activities:
Net (loss)	$	(234,879	)	$	(670,124	)	$	(8,716,468	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		18,000			18,000			148,386
Gain on sale of assets		(39,249	)					(39,429	)
Common stock issued for services		-			335,473			5,667,566
(Increase) decrease in accounts receivable		(357	)		2,860			(156,429	)
(Increase) decrease in other assets		215,989						(160,186	)
Increase (decrease) in liabilities		7,103			405,762			581,591
Net cash used in operating activities	$	(33,393	)	$	91,971		$	(2,674,969	)
Cash flows from investing activities:
Purchase of investments	$	-		$	200			-
Proceeds from sale of property & equipment		36,415			-			230,596
Purchase of property and equipment		-			(207,951	)		(616,225	)
		36,415			(207,751	)		(385,629	)
Cash flows from financing activities:
Net proceeds from issuance of common stock	$	-		$	123,000		$	3,082,127
Net increase (decrease) in cash and cash equivalents		3,022			7,220			21,529
Cash and cash equivalents, beginning of period		18,507			14,741			-
Cash and cash equivalents, end of period	$	21,529		$	21,961		$	21,529
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Non-cash financing activities:
Common stock issued for service	$	-		$	-		$	-
Common stock issued for anticipated acquisition	$	-		$	-		$	-

See accompanying notes to the financial statements

6

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 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 March 31, 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 March 31, 2006 and the results of operations and cash flows for the three months ended March 31, 2006.

The results of operations for the three months ended March 31, 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)

March 31, 2006

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

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

Office equipment	159,714
Residential rentals	164,511
Less accumulated depreciation	(148,386	)
	175,839

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)

March 31, 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 March 31, 2006, the Company had a net operating loss available for carry forward of $8,716,468. 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.

9

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 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 21% of the outstanding common stock of the Company and have received the restricted common capital stock issued to them.

On March 31, 3006 the Company owed certain shareholders, directors and officers the sum of $520,810.

The Company has made no interest, demand loans to affiliates of $156,429. 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.

10

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2006

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.

	March 31,		March 31,
	2006		2005
Travel	$	27,754	$	61,310
Office expenses		25,404		102,394
Professional		22,047		22,915
Consultants		72,862		320,886
Promotional		-		18,678
Rent		44,179		56,373
Exploration and development - oil and gas		1,030		55,414
Other		45,410		26,455
	$	238,686	$	664,425

11

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 March 31, 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 other partners in the project are coordinated by Imperial Oil Resources. 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. 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

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.

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. Recent 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. 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. The Company is currently trying to sell these properties. At this time the Company has no plans for renovate or otherwise improve the properties. The Company believes these properties are adequately insured.

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.”

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 nine months ended March 31, 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 March 31, 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 March 31, 2006, the Company did not issue any shares for services or in satisfaction of expenses, as a result, accounts payable to related parties increased to $520,810 compared to $323,604 at June 30, 2005.

13

On March 31, 2006, the Company had cash on hand of $21,529.

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 March 31, 2006 and 2005

The Company sustained a net loss of $49,578 during the three months ended March 31, 2006 compared to a loss of $177,539 for the three months ended March 31, 2005. This decrease in loss was primarily the result of the Company engaging in limited operations during the three months ended March 31, 2006, compared to the same period of 2005, as a result of the Company having limited available funds. The Company incurred the following expenses:

	Three months ended
	March 31, 2006		March 31, 2005
Travel	$	7,740	$	7,156
Office expenses		7,380		28,822
Professional		3,158		13,055
Consultants		403		84,411
Promotional		-		8,000
Rent		6,628		15,202
Exploration and development - oil and gas		1,030		-
Other		16,178		16,127
Total	$	42,877	$	172,773

Travel expenses remained fairly constant increasing $584 or 8% to $7,740 during the three months ended March 31, 2006 compared to March 31, 2005. This slight increase is the inflation in the cost of airfares during the three months ended March 31, 2006 compared to the same period of 2005. The Company anticipates travel expenses will remain fairly constant until such time as the Company obtains additional funding.

Office expenses decreased $27,442 or 74% to $7,380 during the three months ended March 31, 2006 compared to the same period 2004. This decrease is primarily the result of significantly reduced activity at the Salt Lake City office and other efforts to reduce office expenses in connection with the limited funds available to the Company. The Company expects office expenses to remain at this lower level until such time as the Company obtains additional financing.

14

Professional fees decreased from $9,537 to $3,518 during the three months ended March 31, 2006. This decrease is largely attributable to the Company retaining fewer professionals to provide services as a result of the Company’s inability to pay for such services. The Company expects professional expenses to continue at rates consistent with those experienced during the balance of the 2006 fiscal year and until such time as the Company has additional funds available for use.

Consultants fees decreased $84,008 or 99% to $403 during the three months ended March 31, 2006 compared to three month period ended March 31, 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 March 31, 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.

The Company incurred no promotional expenses during the quarter ended March 31, 2006, compared to $8,000 during the three months ended March 31, 2005. 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 limit promotional expenses until such time as need and funding justifies increasing promotional efforts.

Rent expenses decreased $8,574 or 56% during the three months ended March 31, 2006 compared to 2005. We anticipate rents will remain fairly consistent with those experienced during the three month ended March 31, 2006 until the office lease for the Company’s Salt Lake City office expires later this year.

During the three months ended March 31, 2006, the Company incurred $1,030 in exploration and development expenses, compared to $0 during the three months ended March 31, 2005. The Company believes this minor change in exploration and development expense is primarily attributable to timing issues. 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 increased to $ 16,178 for the three months ended March 31, 2006 compared to $16,127 for the three months ended March 31, 2005. We anticipate other expenses in the upcoming quarter will remain consistent with those experienced during the third fiscal quarter 2006.

The Company generated no operating income during the three months ended March 31, 2006 or 2005. Non-operating income during the three months ended March 31, 2006, was $1,299 compared to $1,234 during the three months ended March 31, 2005.

15

Comparison of the nine months ended March 31, 2006 and 2005

The Company sustained a net loss of $234,879 during the nine months ended March 31, 2006 compared to a loss of $670,124 for the nine months ended March 31, 2005. This decrease in loss was primarily the result of the Company limiting its operating activities as a result of the limited funding available to the Company. The Company incurred the following expenses:

	Nine months ended
	March 31, 2006		March 31, 2005
Travel	$	27,754	$	61,310
Office expenses		25,404		102,394
Professional		22,047		22,915
Consultants		72,459		320,886
Promotional		-		18,678
Rent		44,197		56,373
Exploration and development - oil and gas		1,030		55,414
Other		45,410		26,455
Total	$	238,686	$	664,425

Travel expenses decreased $33,556 or 55% to $27,714 during the nine months ended March 31, 2006 compared to March 31, 2005. This decrease is primarily the result of decreased travel for promotional purposes as a result of the limited financial resources of the Company. The Company anticipates travel expenses will continue to decrease until additional funding becomes available.

Office expenses decreased $76,990 or 75% to $25,404 during the nine months ended March 31, 2006 compared to the same period 2005. 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 decreased from $22,915 during the nine months ended March 31, 2005 to $22,047 during the nine months ended March 31, 2006. The Company intends to try and limit professional expenses in upcoming fiscal quarters because of its limited financial resources.

Consultants fees decreased $248,427 or 77% to $72,459 during the nine months ended March 31, 2006 compared to nine month period ended March 31, 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 retained fewer consultants during the nine months ended March 31, 2006 compared to the same six month period ended March 31, 2005. The Company expects consultants fees to continue to decrease in the future until such time as the Company is able to secure additional funding.

The Company incurred no promotional expenses during the nine months ended March 31, 2006, compared to $18,678 during the nine months ended March 31, 2005. 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.

16

Rent expenses decreased $12,194 or 22% during the nine months ended March 31, 2006 compared to the same nine month period of 2005. We anticipate rents will continue at consistent rates until the lease on our Salt Lake offices expires later this year.

During the nine months ended March 31, 2006, the Company incurred $1,030 exploration and development expense, compared to $55,414 during the nine months ended March 31, 2005. 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 upcoming fiscal quarters if the Company is able to secure additional funding.

Other expenses increased to $45,410 for the nine months ended March 31, 2006 compared to $26,455 for the nine months ended March 31, 2005. This increase is primarily the result of fluctuations in the foreign currency exchange rate. Other than fluctuations in foreign currency exchange rate, which we cannot predict, we anticipate all other expenses include in other expenses to remain consistent with those experienced during the first nine months of the current fiscal year.

The Company generated no operating income during the nine months ended March 31, 2006 or 2005. Non-operating income during the nine months ended March 31, 2006, was $5,083 compared to $12,301 during the nine months ended March 31, 2005. This decrease is attributable to funds being used to refurbish houses at Abbecombec Ocean Village.

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.

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.

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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

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: May 19, 2006	By:	/s/ John R. Rask
		John R. Rask, President and Director
Date: May 19, 2006	By:	/s/ John M. Hickey
		John M. Hickey, Secretary and Director

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