SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                              FORM 10-KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the year ended December 31, 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 000-27001

                         Apex Capital Group, Inc.
          (Exact Name of Small Business Issuer as specified in its Charter)

          Wyoming                                         91-1939535
     (State or other Jurisdiction of                   I.R.S. Employer
     Incorporation or Organization                     Identification Number

69930 Highway 111, Suite 100, Rancho Mirage, CA               92270
   (Address of principal executive offices)               (Zip Code)

                         (760) 219-2776
                    (Issuers telephone number)

Check whether the Issuer (1) 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) and (2) has been subject to such filing
requirements for the past 90 days.

(1) Yes [X]  No [ ]   (2) Yes [x]   No [ ]

  Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.    [ ]

  Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).     [X] Yes [ ] No

  State issuer's revenues for its most recent fiscal year: $0

  State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the common equity was sold, or
the average bid and asked prices of such common equity, as of a specified
date within the past 60 days: The Company does not have an active trading
market and it is, therefore, difficult, if not impossible, to determine the
market value of the stock.

Indicate the number of shares outstanding of each of the issuer's classes of
Common equity, as of the latest practicable date.


Common Stock, $.001 par value                               1,004,520
     Title of Class                                       Number of Shares
                                                             Outstanding
                                                         at March 31, 2006
No exhibits included.
PART I

Item 1.  Description of Business.

Business Development.

Apex Capital Group, Inc. (the Company) was incorporated under the laws of
the State of Nevada on January 25, 1996, under the name of Pinnacle
Management Group, Inc.  The Company was incorporated to engage in any lawful
activity.  On July 27, 2005, the Company merged with Apex Capital Group, Inc.
(a Wyoming entity) for the purpose of changing its domicile from Nevada to
Wyoming. The Company has not commenced operations and has not generated any
revenues since inception.  There are no employees other than officers or
directors.

The Company's articles initially authorized the Company to issue a total of
60,000 shares of stock, consisting of 50,000 shares of common stock and
10,000 shares of preferred stock, both at a par value of $0.001 per share.

An amendment to the Articles of Incorporation was filed on February 6, 1996
changing the name of the corporation to Apex Capital Group, Inc.

An amendment to the Articles of Incorporation was filed on October 6, 1998,
increasing the Company's authorized shares to 100,000,000, consisting of
99,990,000 shares of common stock and 10,000 shares of preferred stock, both
at a par value of $0.001 per share.

Common Stock.

On March 16, 1996, 16,001 shares were issued to individuals for services
rendered at the stated par value of $.001 per share, for a total value of
$16.01.

On October 15, 1998, the Board of Directors issued a 20 to 1 forward split
of the 16,001 common stock shares issued and outstanding.  Total shares
issued and outstanding after the split were 320,020, for a total value of
$16.

On December 15, 1998, the Board of Directors agreed to sell up to 700,000
shares of its common stock at the stated par value of $0.001 per share.
Total shares issued were 684,500 at the stated par value $0.001 per share,
for total cash received of $685.

As of December 31, 2005, there were 1,004,520 common shares issued
and outstanding.

Preferred Stock.

As of December 31, 2005, there have been no shares issued and none are
outstanding.



Item 2.  Description of Property.

The Company currently has no assets or property.  The Company's headquarters
are furnished at no charge by Mr. Dempsey Mork, President/CEO.

Item 3.  Legal Proceedings.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5.  Market for Common Equity and Related Stockholders.

There is not currently a public trading market for the Company's securities,
and the Company will act as its own transfer agent until an active public
trading market is established.  As of December 31, 2005, there were
1,004,520 shares outstanding.  No dividends have been declared or paid on
the Company's securities, and it is not anticipated that any dividends will
be declared or paid in the foreseeable future. There were 51 shareholders at
March 31, 2006.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

No significant business activity was conducted by the Company during the
fiscal year 2005.  As a result, no income was earned by the Company in 2005
and there was no cash at the end of the year.

The primary activity of the Company will involve seeking merger or
acquisition candidates with whom it can either merge or acquire.  The
Company has not selected any company for acquisition or merger and does not
intend to limit potential acquisition candidates to any particular field or
industry, but does retain the right to limit acquisition or merger
candidates, if it so chooses, to a particular field or industry. The
Company's plans are in the conceptual stage only.

We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in
their early stages of development, particularly companies in new and rapidly
evolving markets.  We will encounter various risks in implementing and
executing our business strategy.  We can provide no assurance that we will
be successful in addressing such risks, and the failure to do so could have
a material adverse effect on our business.

The Company does not intend to make any loans to any prospective merger or
acquisition candidate, or to any unaffiliated third parties.

The officers and directors of the Company are currently involved in other
activities and will devote only a portion of their time to the specific
business affairs of the Company until such time as a merger or acquisition
candidate has been determined.  At such a time, they expect to spend the
necessary time and effort to investigate and finalize any merger or
acquisition.

The Company intends to structure a merger or acquisition in such manner as
to minimize federal and state tax consequences to the Company and the target
company.

Plan of Operations.

During the year ending December 31, 2005, there were no revenues
earned.  The Company incurred operating expenses totaling
$5,900 during 2005.

We do not expect to purchase any significant equipment for the foreseeable
future.

We do not expect any significant changes in the number of employees in the
next twelve months.

We do not currently provide any services and have not generated any
revenues, and we do not expect to generate revenues for the foreseeable
future, nor do we anticipate incurring any significant expenses. Therefore,
we will continue to operate on a minimal operating budget. Any expenses
incurred will be paid for by our officers and directors and reimbursed once
a merger or acquisition transaction takes place and we start generating cash
flows.  We intend to limit our operations to seeking merger and acquisition
candidates, and don't believe it is necessary to raise any additional funds
during the next twelve months.

Item 7.  Financial Statements.

See attached financial statements.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

On September 8, 2005, the Company filed a Form 8-K indicating the
replacement of its previous auditor, Mr. David Winings, CPA, Palm Desert,
CA, with Child, Sullivan & Co., Certified Public Accountants, Kaysville, UT.
This change was made in order to comply with SEC Regulations, which require
that all public companies have a PCAOB registered accountant audit and
certify year-end financial statements.  Mr. Winings was not registered with
the PCAOB.  There were no disagreements between the Company and Mr. Winings.

On January 2, 2006, our independent auditor, Child, Sullivan & Company, changed
its accounting practice from a corporation to a professional limited liability
company named Child, Van Wagoner & Bradshaw, PLLC.  Because Child,
Van Wagoner & Bradshaw, PLLC, is viewed as a separate legal entity,
we were obliged to dismiss Child, Sullivan & Company as our
independent auditor, and to engage Child, Van Wagoner & Bradshaw,
PLLC, as our independent auditor for the fiscal year ending
December 31, 2005 and the interim periods for 2006.  The decision
to change our independent auditor was approved by our Board of Directors.

None of the reports of Child, Sullivan & Company on our financial
statements for either of the past two years or subsequent
interim period contained an adverse opinion or disclaimer
of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.



There were no disagreements between us and Child, Sullivan & Company, for
either of the past two years or subsequent interim period on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
Child, Sullivan & Company, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.  No
reportable events of the type described in item 304(a)(1)(iv)(B) of
Regulation S-B occurred during the two most recent fiscal years.

We provided Child, Sullivan & Company with a copy of this disclosure and
requested that they furnish the Company with a letter addressed to the
Commission stating whether Child, Sullivan & Company agrees or disagrees with
the statements by us in a Current Report on Form 8-K and, if not, stating the
respects in which it does not agree.  A letter from Child, Sullivan & Company
to such effect is attached as Exhibit 16.1 to our current report on Form 8-K
filed with the Securities and Exchange Commission on January 6, 2006.

During our two most recent fiscal years, we have not consulted with Child,
Van Wagoner & Bradshaw, PLLC, on any matter that (i) involved the application
of accounting principles to a specific completed or contemplated transaction,
or the type of audit opinion that might be rendered on our financial
statements, in each case where written or oral advice was provided, that was
an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) was either the
subject of a disagreement or event, as that term is described in item
304(a)(1)(iv)(A) of Regulation S-B.


Item 8a.  Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company
have made an evaluation of the disclosure controls and procedures relating
to the annual report on Form 10-KSB for the year ended December 31, 2005 as
filed with the Securities and Exchange Commission and have judged such
controls and procedures to be effective as of December 31, 2005, the
evaluation date.

There have not been any significant changes in the internal controls of the
Company or other factors that could significantly affect internal controls
relating to the Company since the evaluation date.

Item 8b.  Other Information

None

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(A) of the Exchange Act

The following table sets forth the names of all current directors and
executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company. They will serve until
the next annual meeting of the stockholders
or until their successors are elected or appointed and qualified, or their
prior resignation or termination:

                                          Date of                   Date of
                                          Election or             Termination or
Name                    Positions Held    Designation              Resignation
- --------------------      --------------- ---------------     -------------

Dempsey K. Mork     President/CEO/Director     6/30/1996                N/A

Norbert L. LeBoeuf      CFO/Director           12/15/2001               N/A


Business Experience of Directors/Executive Officers:

Mr. Mork (age ?) has been the majority shareholder, President, and Chief
Executive Officer/Director of Apex Capital Group, Inc. since 1996.
For the past eight years, he has been an officer/director
of Magellan Capital Corporation, Animal Cloning Sciences,
Silver Bow Antique Aviation, Asian Financial, Inc.,
Knickerbocker Capital Corporation and North Star Ventures.  Mr. Mork has
experience in start-up companies, business reorganizations and cross border
business transactions.  He will spend approximately 20 hours per month on
Apex Capital Group, Inc. business.

Mr. Norbert LeBoeuf (age ?) is a shareholder, officer/director of Apex Capital
Group, Inc.  He has been responsible for all accounting and tax functions
for all companies with which Mr. Mork has been affiliated. Mr. LeBoeuf's
professional career includes three years in the U.S. Marine Corps
Legal/Administrative functions (1952-55) and forty years in all areas of
accounting for small, medium and large (Fortune 500 Companies) in
electronics, manufacturing and aerospace.  He is also an officer/director of
Knickerbocker Capital Corporation, Silver Bow Antique Aviation, Northstar
Ventures, Animal Cloning Sciences, and Asian Financial, Inc., and will spend
approximately 20 hours per month on Apex Capital Group, Inc. business.

Significant Employees.

The Company has no employees who are not executive officers.

Audit Committee.

The Board of Directors is the acting audit committee.  There is currently
no audit committee expert, as the Company does not have available funds to
compensate such an individual.

Code of Ethics

The Company has adopted a code of ethics that applies to the chief executive
officer and chief financial officer and is included in this Form 10-KSB as
Exhibit 14.1.

Item 10.  Executive Compensation

None

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the shareholdings of those persons or
entities who own more than 5% of the 1,004,520 shares of the Company's common
stock outstanding as of the date of these filings, and/or belong to management
hereof, to wit:
<table>


                                   <c>                 <c>
                                            Number of Shares      Percentage
Name and Address                           Beneficially Owned       of Class
- -------------------------------------   ----------------           ----------
Magellan Capital Corporation(1)                 600,000*            59.73%*
Pension Plan & Trust/D.K. Mork
69930 Highway 111 Suite 100
Rancho Mirage, CA 92270

Dempsey K. Mork(1)                               50,720*            5.05%*
69930 Highway 111 Suite 100
Rancho Mirage, CA 92270                            -------           -------
   Sub Total Dempsey Mork
    Beneficially owned*                         650,720*           64.78%*

Norbert L. LeBoeuf(1)                             19,280           1.92%
69930 Highway 111 Suite 100
Rancho Mirage, CA 92270
Magellan Capital Corporation (1)                203,860            20.29%
69930 Highway 111 Suite 100
Rancho Mirage, CA 92270

                                               ------               ------
          TOTAL                                 873,860*          87.00%
                                               ======              =====

 (1)  The addresses of these persons are in c/o the Company.

* Percentage calculation of 1,004,520 shares outstanding at March 31,
2006.

</table>
Item 12.  Certain Relationships and Related Transactions

The Company has accrued $10,000 per year for management services rendered by
Dempsey Mork, the Company's majority shareholder/President, pursuant to a five-
year convertible promissory note covering years 1995 through 1999 for a total
balance of $50,000 at December 31, 2005.  This note is non-interest bearing
and convertible at a rate of $0.05 per share for 1,000,000 common shares at
the option of the holder. If not sooner converted into common stock, the
principal amount is due December 31, 2008.

The Company accrued total fees of $20,000 during 2004 and 2003 for management
services rendered by Millennium Capital, Inc., an affiliate of the Company's
majority shareholder/President, pursuant to the terms of a
convertible promissory note.  This note is non-interest
bearing and convertible at a rate of $0.02 per
share for 1,000,000 common shares at the option of the holder. If not sooner
converted into common stock, the principal amount is due December 31, 2008.

The Company's officers and directors have resolved to provide for various
minimal expenses incurred by the Company without repayment until such time
that a merger candidate is found.  These expenses consist of, but are not
limited to, office space, accounting, filing requirements, and management
services.

Item 13.  Exhibits and Reports on Form 8-K

(a)     The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.
- --------------

3.1     Articles of Incorporation (Incorporated by reference from Registration
Statement on Form 10-SB filed with the Securities and Exchange
Commission on August 11, 1999).

3.2     Bylaws (Incorporated by reference from Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on August 11,
1999).

14.1     Code of Ethics

31.1     Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification Under Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification Under Section 906 of the Sarbanes-Oxley Act of 2002

(b)     The Corporation did not file any reports on Form 8-K during the
quarter ended December 31, 2005 (Item 8).

ITEM 14. Principal Accountant Fees and Services

All audit and related services are approved by the Board of Directors (the
acting audit committee) prior to the rendering of services.

Audit Fees

The aggregate fees incurred during the year ending December 31, 2005 and
2004 for professional services rendered by our principal accountant, Child,
Van Wagoner & Bradshaw, PLLC (formerly Child, Sullivan & Company),
for the audits of our annual financial statements and review of our
quarterly financial statements is $5,900 and $0, respectively.

The Company did not incur any fees for professional services with our former
principal accountant, David Winings, CPA, for the audits of our annual
financial statements and review of our quarterly financial statements during
the years ending December 31, 2005 and 2004.

Audit-Related Fees

The Company did not incur any fees for the years ending December 31, 2005 or
2004 for professional services that are reasonably related to the audit or
review of our financial statements that are not covered in the Audit Fees
disclosure above.

Tax Fees

The Company did not incur any fees for the year ending December 31, 2005 and
2004 for professional services rendered for tax compliance, tax advice, and
tax planning.

All Other Fees

There were no fees billed for the year ending December 31, 2005 or 2004 for
professional services rendered by our auditors for all other services not
disclosed above.





SIGNATURES

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

Dated:  March 31, 2006

Apex Capital Group, Inc.



By:  /s/  Dempsey Mork
- -------------------------------------
Dempsey Mork
President and CEO


By:  /s/  Norbert L. LeBoeuf
- -------------------------------------
Norbert L. LeBoeuf
CFO























APEX CAPITAL GROUP, INC.
(A Development Stage Company)
Financial Statements

For the Years Ended December 31, 2005 and 2004, and the
Period of January 25, 1996 (inception) to December 31, 2005





Report of Independent Registered Public Accounting Firm               F-1

Financial Statements:

Balance Sheet                                                         F-2

Statements of Operations                                              F-3

Statements of Changes in Stockholders' Deficit                        F-4

Statements of Cash Flows                                              F-5

Notes to the Financial Statements                               F-6 - F-8




































Report of Independent Registered Public Accounting Firm


To the Board of Directors
Apex Capital Group, Inc.

We have audited the balance sheet of Apex Capital Group, Inc. (a development
stage company) (the Company) as of December 31, 2005, and the related
statements of operations, changes in stockholders' deficit and cash flows
for the years ending December 31, 2005 and 2004.  These financial statements
are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.
The financial statements for the year ended December 31, 2002 and for the
period of January 25, 1996 (inception) through December 31, 2002 were
audited by another auditor, who expressed an unqualified opinion in his
audit report dated May 13, 2003.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2005, and the results of its operations and its cash flows for
the years ending December 31, 2005 and 2004, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company has suffered net losses since inception
and is still considered a development stage company, as it has not yet
obtained revenues from its planned principle operations.  These factors
raise substantial doubt about the Company's ability to meet its obligations
and to continue as a going concern. Management's plans in regard to these
matters are also described in Note 5.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


Child, Van Wagoner & Bradshaw, PLLC
Kaysville, Utah
March 29, 2006




<table>
                             APEX CAPITAL GROUP, INC.
                          (A Development Stage Company)
BALANCE SHEET
December 31, 2005


ASSETS

                                                          <c>
Total assets                                            $     -


LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

Current liabilities
                                                   $     5,900

Long-term liabilities:
Notes payable - related parties (note 4)                70,000

Total liabilities                                       75,900


STOCKHOLDERS' DEFICIT (note 3)

Preferred stock; $0.001 par value; 10,000 shares
   authorized; no shares issued and outstanding               -

Common stock; $0.001 par value; 99,990,000 shares
   authorized; 1,004,520 shares issued and outstanding   1,005

Additional paid-in capital                                (304)
Deficit accumulated during development stage           (76,601)

Total stockholders' deficit                            (75,900)

Total liabilities and stockholders' deficit        $          -


</table>














See accompanying notes to the financial statements.

APEX CAPITAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS


                                                              Cumulative from
                             For the Year Ended               Inception (Jan.
                         December 31,          25, 1996) to
                            2005               2004               Dec. 31, 2005

Revenues     $     -     $     -     $     -

Operating expenses             5,900          10,000                76,601

Net loss from operations      (5,900)        (10,000)              (76,601)

Other income (expense)             -             -                     -

Net loss                $     (5,900)  $     (10,000)        $     (76,601)

Net income (loss) per share$    (0.01)     $     (0.01)

Weighted average number
     common shares outstanding  1,004,520      1004,520































See accompanying notes to the financial statements.



                            APEX CAPITAL GROUP, INC.
                         (A Development Stage Company)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
  For the Period of January 25, 1996 (Inception) through December 31, 2005
<table>

                                  <c>             <c>            <c>                  <c>          <c>
                                                                                       Deficit
                                                                                     Accumulated
                                                                  Additional            During
                                                    Common         Paid-In           Development
                                     Shares         Stock          Capital               Stage       Total
Balance, January 25,1996 (inception)          -     $     -     $     -             $     -        $     -
Shares issued for services            320,020          320          (304)                    -          16
Net loss          -                     -               -                                          (10,016)     (10,016)
Balance, December 31, 1996            320,020          320          (304)             (10,016)     (10,000)
Net loss                                -               -             -               (10,000)     (10,000)
Balance, December 31, 1997            320,020          320          (304)             (20,016)     (20,000)
Shares issued for cash                684,500          685            -                   -          685
Net loss                                -               -             -               (10,000)     (10,000)
Balance, December 31, 1998           1,004,520          1,005       (304)             (30,016)          (29,315)
Net loss                                -               -             -               (10,000)     (10,000)
Balance, December 31, 1999          1,004,520          1,005          (304)           (40,016)     (39,315)
Net loss                                -               -             -               (10,130)     (10,130)
Balance, December 31, 2000          1,004,520          1,005          (304)           (50,146)     (49,445)
Balance, December 31, 2001          1,004,520          1,005          (304)           (50,146)     (49,445)
Net loss                                -                -             -                 (555)        (555)
Balance, December 31, 2002          1,004,520          1,005          (304)           (50,701)     (50,000)
Net loss                                -                -             -              (10,000)     (10,000)
Balance, December 31, 2003          1,004,520          1,005          (304)           (60,701)     (60,000)
Net loss                                -                -             -              (10,000)     (10,000)
Balance, December 31, 2004          1,004,520          1,005          (304)           (70,701)     (70,000)
Net loss                                -                -             -               (5,900)      (5,900)
Balance, December 31, 2005          1,004,520     $     1,005     $    304)     $     (76,601) $   (75,900)
</table>

See accompanying notes to financial statements.

APEX CAPITAL GROUP, INC.
                         (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS

                                                             Cumulative
                                                           from Inception
                                 For the Year Ended          (Jan. 26,
                                    December 31,              1996) to
                                                              Dec. 31,
                                     2005       2004           2005
Operating Activities
   Net income (loss)        $     (5,900)  $ (10,000)     $     (76,601)

Adjustments to reconcile net loss to
     net cash used in operations:
   Issuance of shares for services      -          -              16
   Issuance of notes payable to
        related parties for services    -      0,000          70,000

Changes in operating assets
     and liabilities:
     Increase in accounts payable    5,900         -           5,900
               -
Cash used in operating activities       -          -           (685)

Investing Activities                    -          -             -

Financing Activities
   Issuance of shares for cash          -          -             685

Cash provided by financing activities   -          -             685

Net change in cash                      -          -               -
Cash at beginning of the period         -          -               -

Cash at end of the period         $     -    $     -         $     -

Supplemental information:
Cash paid for interest and
     income taxes                 $     -    $     -         $     -

Non-cash investing and financing activities:
Issuance of notes payable to related
     parties for services rendered $     -   $     10,000 $    70,000












See accompanying notes to the financial statements.
APEX CAPITAL GROUP, INC.
                           (A Development Stage Company)
                         NOTES TO THE FINANCIAL STATEMENTS
             For the Years Ended December 31, 2005 and 2004, and for the
        Period of January 25, 1996 (Inception) through December 31, 2005


NOTE 1 - ORGANIZATION AND BUSINESS PLAN

The Company was incorporated under the laws of the State of Nevada on
January 25, 1996 under the name of Pinnacle Management Group, Inc.  On
February 6, 1996, the articles were amended to change its name to Apex
Capital Group, Inc.  The Company was incorporated primarily to engage in any
lawful activity. On July 27, 2005, the Company merged with Apex Capital Group,
Inc. (a Wyoming entity) for the purpose of changing its domicile from Nevada to
Wyoming.

The Company's articles initially authorized 10,000 shares of preferred
stock and 50,000 shares of common stock, both at a par value of $0.001 per
share.

An amendment to the Articles of Incorporation was filed on October 6, 1998,
increasing the Company's authorized shares to 100,000,000, consisting of
99,990,000 shares of common stock and 10,000 shares of preferred stock, both
at a par value of $0.001 per share.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company
The Company is considered a Development Stage Company as defined in SFAS
7, "Accounting and Reporting by Development Stage Enterprises."  Therefore,
cumulative amounts are reported on the statements of operations,
stockholders deficit, and cash flows.

Cash and Equivalents
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. No cash was paid
for interest or income taxes during the years ending December 31, 2005
or 2004.

Loss Per Common Share
Loss per common share is computed by dividing the net loss for the period
by the weighted average number of shares outstanding for the years ended
December 31, 2005 and 2004. The Company's convertible debt (Note 4) is a
potentially dilutive security, but does not impact the computation of
fully diluted EPS because its effect would be antidilutive. Accordingly,
basic earnings per share and fully diluted earnings per share are the
same.

Use of Estimates
The preparation of the accompanying financial statements, in conformity with
accounting principles generally accepted in the United States of America,
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of expenses during the reporting periods. Actual results
could differ from those estimates.

APEX CAPITAL GROUP, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and for the
Period of January 25, 1996 (Inception) through December 31, 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities from a change in tax rates is recognized in the
statement of operations in the period that includes the enactment date. The
Company has not yet commenced an active trade or business, therefore, the
Company did not provide any current or deferred federal or state income tax
expense or benefit for any of the periods presented because to date, it
has experienced operating losses. The Company has a federal net operating
loss carryforward of $76,601 expiring in the years 2016 through 2026. The tax
benefit of this net operating loss, based on an effective tax rate of 35%, is
approximately $26,810 and has been offset by a full valuation allowance, which
increased by $2,065 and $3,500 during the years ended December 31, 2005
and 2004,
respectively.

Recently Issued Accounting Pronouncements
In December of 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - An Amendment of FASB Statement
No. 123."  SFAS 148 provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-
based employee compensation.  In addition, the statement amends the
disclosure requirement of Statement No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect
of the method used on reported results.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities."  SFAS No. 149 amends
and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  SFAS No.
149 is generally effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships designated after June 30,
2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity."  SFAS No. 150 establishes standards for how an issuer measures
certain financial instruments with characteristics of both liabilities and
equity and requires that an issuer classify a financial instrument within
its scope as a liability  (or asset in some circumstances).  SFAS No. 150
was effective for financial statements entered into or modified after May
31, 2003 and otherwise was effective and adopted by the Company in 2003.

APEX CAPITAL GROUP, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and for the
Period of January 25, 1996 (Inception) through December 31, 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Pronouncements (continued)
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No.
3."  This statement changes the requirements for the accounting for and
reporting of a change in accounting principle.  Previously, Opinion 20
required that most voluntary changes in accounting principle be recognized
by including in net income of the period of change the cumulative effect
of changing to a new principle.  This statement requires retrospective
application to prior periods' financial statements of changes in
accounting principle, when practicable.

None of the above new pronouncements has current application to the
Company, but may be applicable to the Company's future financial
reporting.

NOTE 3 - STOCKHOLDERS DEFICIT

As of December 31, 1997, there were 16,001 Common Stock shares issued and
outstanding.  On October 15, 1998, a 20 for 1 forward split was made,
resulting in common stock issued and outstanding of 320,020. The split has
been retroactively reflected since inception in the statements of changes in
stockholders deficit.

On December 15, 1998, the Board of Directors agreed to sell up to 700,000
shares of its common stock at the stated par value of $.001 per share.
Total shares issued were 684,500 at the stated par value $.001 per share,
for $685 in cash.

Common stock shares issued and outstanding as of December 31, 2005
were 1,004,520.  No preferred stock has been issued and none are outstanding
as of December 31, 2005.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has accrued $10,000 per year for management services rendered by
the Company's majority shareholder/President pursuant to a five-year
convertible promissory note covering years 1995 through 1999 for a total
balance of $50,000 at December 31, 2005.  This note is non-interest bearing
and convertible at a rate of $0.05 per share for 1,000,000 common shares at
the option of the holder. If not sooner converted into common stock, the
principal amount is due December 31, 2008.

The Company accrued $20,000 during 2003 and 2004 for management services
rendered by an affiliate of the Company's majority shareholder/President
pursuant to the terms of a convertible promissory note.  This note is non-
interest bearing and convertible at a rate of $0.02 per share for 1,000,000
common shares at the option of the holder. If not sooner converted into
common stock, the principal amount is due December 31, 2008.

APEX CAPITAL GROUP, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and for the
Period of January 25, 1996 (Inception) through December 31, 2005


NOTE 4 - RELATED PARTY TRANSACTIONS (continued)

The Company's officers and directors have resolved to provide for various
minimal expenses incurred by the Company without repayment until such time
that a merger candidate is found.  These expenses consist of, but are not
limited to, office space, accounting, filing requirements, and management
services.

NOTE 5 - GOING CONCERN AND INCIDENTAL COSTS

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern.  However,
the Company has incurred losses since its inception and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.  Unanticipated costs and expenses or the inability to generate
revenues could require additional financing, which would be sought through
bank borrowings, or equity or debt financing.  To the extent financing is
not available, the Company may not be able to, or may be delayed in,
developing its business purpose.  The accompanying financial statements do
not reflect any adjustments that might result from the outcome of these
uncertainties.

Incidental costs to maintain legal registrations of the Company in its state
of incorporation and with the Securities and Exchange Commission have been
paid or assumed by the current shareholders of the Company.  This will
continue for the foreseeable future.

The Company intends to actively pursue a business relationship with a
qualified merger or acquisition candidate.  Costs incurred on these efforts
will continue to be borne/paid by the Officers/Directors of the Company in
the form of loans/advances or the issuance of stock.

















EXHIBIT 14.1

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

This code of ethics for Senior Financial Officers has been adopted by the
Board of Directors of Apex Capital Group, Inc. (the Company) to promote
honest and ethical conduct, proper disclosure of financial information in
the Company's reports, and compliance with applicable laws, rules and
regulations by the Company's senior officers who have financial
responsibilities.

Applicability
As used in this code, the term Senior Financial Officer means the
Corporation's Chief Executive Officer, Chief Financial Officer and
Controller.

Principles and Practices
In performing his or her duties, each of the Senior Financial Officers must:

Maintain high standards of honest and ethical conduct and avoid any actual
or apparent conflict of interest.

Report to the Audit Committee of the Board of Directors (or persons
performing the equivalent functions) any conflict of interest that may arise
and any material transaction or relationship that reasonably could be
expected to give rise to a conflict.

Provide, or cause to be provided, full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company files
with the SEC and other regulatory organizations, State and Federal, and in
other public communications.

Comply and take all reasonable actions to cause others to comply with
applicable government laws, rules, and

Promptly report violations to the appropriate committee of the Board of
Directors.

Senior Financial Officers must also comply with the Code of Ethics and
Standards of Conduct applicable to the Company's Directors, officers, and
employees generally.

Waiver
Any request for a waiver of any provision of this code must be in writing
and addressed to the Audit Committee. Waivers of the Senior Financial
Officer's code of conduct in registered public companies must be reported on
Form 8-K to the Securities and Exchange Commission.

Compliance and Accountability
The Audit Committee will assess compliance with this code, report material
violations to the Board of Directors and recommend to the Board appropriate
action.

Approved:


/s/  Dempsey Mork            Date:  March 31, 2006
- -----------------------            ---------------------
Dempsey Mork
President
Chief Executive Officer
Director


/s/  Norbert LeBoeuf          Date: March 31, 2006
- ------------------------          --------------------
Chief Financial Officer
Director


CERTIFICATIONS
Exhibit 31.1

I, Dempsey K. Mork, certify that:

1.        I have reviewed this annual report on Form 10-KSB of Apex Capital
Group, Inc.

2.     Based on my knowledge, the annual 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
statement were made, not misleading with respect to the period covered by
this annual report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present, in all material
respects, the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4.     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

(a)     designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, 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 registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date);  and,

(c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(d)     disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and

5.     The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

(a)     all  significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant'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 registrant's internal controls;
and,

6.     The registrant's other certifying officers and I have indicated in
this annual 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 respect to significant deficiencies and material
weaknesses.

Date:  March 31, 2006

/s/ Dempsey K. Mork
   ------------------------
Dempsey K. Mork
President/Chief Executive Officer


Exhibit 31.2

I, Norbert L. LeBoeuf, certify that:

1.        I have reviewed this annual report on Form 10-KSB of Apex Capital
Group, Inc.

2.     Based on my knowledge, the annual 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
statement were made, not misleading with respect to the period covered by
this annual report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present, in all material
respects, the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4.     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

(a)     designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, 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 registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date);  and,

(c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(d)     disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and

5.     The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

(a)     all  significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant'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 registrant's internal controls;
and,

6.     The registrant's other certifying officers and I have indicated in
this annual 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 respect to significant deficiencies and material
weaknesses.

Date: March 31, 2006

/s/Norbert L. LeBoeuf
- ----------------------------------------
Norbert L. LeBoeuf, Chief Financial Officer




Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Dempsey K. Mork, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Apex Capital Group, Inc. on Form 10-KSB for the year ended
December 31, 2005 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained
in such Form 10-KSB fairly presents in all material respects the financial
condition and results of operations of Apex Capital Group, Inc.

Date: March 31, 2006

/s/ Dempsey K. Mork
   ------------------------------
Dempsey K.  Mork
President/Chief Executive Officer



Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Norbert L. LeBoeuf, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of Apex Capital Group, Inc. on Form 10-KSB for the year ended
December 31, 2005 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained
in such Form 10-KSB fairly presents in all material respects the financial
condition and results of operations of Apex Capital Group, Inc.

Date: March 31, 2006

/s/ Norbert L. LeBoeuf
   ------------------------------
Norbert L. LeBoeuf
Chief Financial Officer