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 period ended December 31, 2003


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from

         __________________ to ____________________.


         Commission File Number 000-27001


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


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



829 Francis Drive, Palm Springs, CA                        92262
(Address of principal executive offices)                 (Zip Code)


(760) 322-9277
(Issuer's 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.

                                                   Yes X    No


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 December 31, 2003


No exhibits included.

                        PART I


Item 1.  Description of Business.


Business Development.


Apex Capital Group, Inc. (the "Company") was organized under the laws
of the State of Nevada on February 24, 1987, under the name of Pinnacle
Management Group, Inc.  The Company was incorporated to engage
in any lawful activity.

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 of the Company on
February 6, 1996 changing the name of the corporation to Apex Capital
Group, Inc.

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.

An amendment to the Articles of Incorporation of the Company on
October 6, 1998, increased its 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 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 $16.01

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 a total value of $684.50.

As of December 31, 1998, the common stock shares issued and outstanding
were 1,004,520, for a total value of $700.51.

As of December 31, 2003, Common Stock shares issued and outstanding
were 1,004,520, for a total value of $700.51.


Preferred Stock.

As of December 31, 2003, 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 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.  Management Discussion and Analysis or Plan of Operation.

No significant business activity was conducted by the Company during
the fiscal year 2003.  As a result, no income was realized by the
Company in 2003 and there was no cash in the bank 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 2003, there were no revenues or income received. There
were no expenses incurred for year 2003.  Net Operating Loss was -0-.

During the year 2002, there were no revenues or income received.  There
were no expenses incurred for year 2002.  Net Operating Loss was -0-.

For the years ended December 31, 2003 and 2002, there were no advances
or loans from officers/directors.

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.
We intend to limit our operations to seeking merger and acquisition
candidates.

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 10KSB for the year ended December 31, 2003 as filed with the
Securities and Exchange Commission and have judged such controls and
procedures to be effective as of December 31, 2003,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 7.  Security Ownership of Certain Beneficial Owners & Management.

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



                                    Number of Shares       Percentage
Name and address                   Beneficially Owned       of Class
--------------------------------   ------------------      ----------
Magellan Capital Corporation(1)       300,000*               29.87%*
Pension Plan & Trust/D.K. Mork
829 Francis Drive
Palm Springs, CA 92262

Magellan Capital Corporation(1)
Pension Plan & Trust/D.K. Mork        300,000*               29.87%*
829 Francis Drive
Palm Springs, CA 92262

Dempsey K. Mork(1)                     50,720*                5.04%*
829 Francis Drive
Palm Springs, CA 92262
                                      -------                -----
   Sub Total Dempsey Mork
    Beneficially owned*               650,720*               64.78%*

Norbert L. LeBoeuf(1)                  19,280                 1.91%
829 Francis Drive
Palm Springs, CA 92262

Magellan Capital Corporation (1)      203,860                20.29%
829 Francis Drive
Palm Springs, CA 92262
                                     --------                -----
          TOTAL                       952,860*               87.57%
                                     ========                =====
 (1)  The addresses of these persons are in c/o the Company.

* Percentage calculation of 1,004,520 shares outstanding at 12/31/2003.


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

None.

Item 8A.  Controls and Procedures.

Evaluation of the Company's Disclosure Controls.  As of the end of the
period covered by this Annual Report on Form 10-KSB, the Company's
principal executive officer and principal financial officer have
evaluated the effectiveness of the Company's "disclosure controls and
procedures" ("Disclosure Controls").  Disclosure Controls, as defined
in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are procedures that are designed with the
objective of ensuring that information required 5to be disclosed in our
reports filed under the Exchange Act, such as this Annual Report, is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's (SEC) rules and
forms.  Disclosure Controls are also designed with the objective of
ensuring that such information is accumulated and communicated to our
management, including the CEO and CFO, as appropriate to allow timely
decisions regarding required disclosure.

The Company's management, including the CEO and CFO, does not expect
that our Disclosure 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.  Further, 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 the Company have been discovered.

                          PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

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 (held in November of
each year) 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         -

Norbert L. LeBoeuf  Chief Financial
                     Officer/Director     12/15/2001         -



Business Experience of Directors/Executive Officers:

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

Mr. Norbert LeBoeuf 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 will spend
approximately 20 hours per month on Apex business.

Significant Employees.

The Company has no employees who are not executive officers.

Item 10.  Executive Compensation.

None.
On March 16, 1996, 16,001 shares of "unregistered" and "restricted"
shares of the Company's Common Stock were issued for services rendered
at the stated par value per share of $0.001, which increase the shares
to a total of 320,020.  Following is a list of these shares:

          Number                          As of 12/31/2003
         of Shares Name                  Position/Job Title
         --------- --------------------- --------------------

           50,720  Dempsey K. Mork       (Officer/Director)
           19,280  Norbert L. LeBoeuf    (Officer/Director)
          -------
Sub Total  70,000
           20,800  Randall A. Baker      (Former associate)
           25,360  Robert J. Filiatreaux (Outside Consultant)
          203,860  Magellan Capital Corp.
          -------
  Total   320,020
          =======

Item 11.  Changes in and disagreements with Auditors on Accounting and
          Financial Disclosure.
None.

Fair Value of Assets.
The Company currently has no assets and is, therefore, at this time not
subject to FAS No. 121 concerning the impairment of Long Lived assets
which requires an assessment and measurement of these assets.



                             APEX CAPITAL GROUP, INC.
                                    PART F/S
                          Index to Financial Statements
                      Report of Certified Public Accountant


Financial Statements
- --------------------

(1) Audited Financial Statements for 12 months year ended December 31,
2003:

    Independent Auditor's Report-

      Balance Sheets at 12/31/2003 and 12/31/2002

      Statements of Operations for Yrs 2003 - 2002

      Statements of Cash Flows for Yrs 2003 - 2002

      Statement of Stockholders' Equity from 1996 through

        12/31/2003).
      Notes to the Financial Statements





The Board of Directors
APEX CAPITAL GROUP, INC.
Palm Desert, California





                    INDEPENDENT AUDITOR'S REPORT


I have audited the accompanying balance sheet of Apex Capital Group,
Inc. as of December 31, 2003 and the related statements of operations,
cash flows, and changes in stockholders' equity for the year then
ended.

These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred above present fairly,
in all material respects, the financial position of Apex Capital Group,
Inc. as of December 31, 2003 and the results of its operations and cash
flows for the year then ended in conformity with generally accepted
accounting principles.





/s/ David M. Winings
 -------------------






 David M. Winings, C.P.A.
 Palm Desert, CA 92211
 March 27, 2004

                            Apex Capital Group, Inc.
                                 BALANCE SHEET


                                     AUDITED               AUDITED
                                   December 31,          December 31,
              ASSETS                   2003                   2002

CURRENT ASSETS:
 Cash                                 $     -0-           $     -0-
                                       --------            --------
  Total current assets                $     -0-           $     -0-
                                       --------            --------
FIXED ASSETS:
 Property and Equipment, net
   of depreciation                    $     -0-           $     -0-
                                       --------            --------
TOTAL ASSETS                          $     -0-           $     -0-
                                       ========            ========

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:

Convertible Promissory Note (NOTE 4)  $  50,000           $  50,000
                                       --------            --------
  Total current liabilities           $  50,000           $  50,000
                                       --------            --------

TOTAL LIABILITIES                     $  50,000           $  50,000
                                       --------            --------
SHAREHOLDERS' EQUITY (NOTES 1 & 2)
 Preferred stock, par value $.001;
  10,000 shares authorized; -0-
  shares issued and outstanding
  as of 12.31.03 and 12.31.02         $     -0-           $     -0-

 Common stock, par value $.001;
  99,990,000 shares authorized;
  issued & outstanding 1,004,520
  at 12/31/2003 and 12/31/2002              701                 701

Retained earnings
  Accumulated deficit)                 ( 50,701)           ( 50,701)
                                       --------            --------
TOTAL SHAREHOLDERS' EQUITY            $( 50,000)          $( 50,000)
                                       --------            --------
TOTAL LIABILITIES & EQUITY            $     -0-           $     -0-
                                       ========            ========
The accompanying notes are an integral part of these financial
statements

                          Apex Capital Group, Inc.
                          STATEMENT OF OOPERATIONS
      For the Twelve Months/Year Ending December 31, 2003 and 2002



                                              AUDITED     AUDITED
                                            December 31,  December 31,
2003	       2002


Revenues/Income                              $     -0-   $     -0-
                                              --------    --------
Operating Expenses                           $     -0-   $     -0-
                                              --------    --------

Income (Loss) From Operations                $(    -0-)  $(    -0-)
                                              --------    --------

Other Income/(Expense)                             -0-         -0-
                                              --------    --------

Net Income (Loss)                            $(    -0-)  $(    -0-)
                                              ========    ========


Per share information:


Basic Income/ (Loss) per common share           $(0.0)      $(0.0)
                                                -----       -----

Basic weighted average number
 Common Stock shares outstanding             1,004,520   1,004,520
                                             =========   =========

Diluted (loss) per common share                 $(0.0)      $(0.0)
                                                ------      ------

Diluted weighted average number
 Common Stock shares outstanding             1,OO4,520   1,004,520
                                             =========   =========






The accompanying notes are an integral part of these financial
statements


                      Apex Capital Group, Inc.
                      STATEMENT OF CASH FLOWS
      For Twelve Months/Year Ending December 31, 2003 and 2002



                                                  AUDITED   AUDITED
                                                    2003      2002


Cash Flows From Operating Activities:

Net income (loss):                               $(   -0-) $(   -0-)
                                                  -------   -------

Adjustments to Reconcile Net (loss) to net
  Cash (Used) Provided by Operations                  -0-       -0-

                                                  -------   -------
Net Cash (Used) Provided by Operation                 -0-       -0-
                                                  -------   -------

Net Cash Increase (Decrease)                     $    -0-  $    -0-

Cash, Beginning of period                             -0-       -0-
                                                  -------   -------

Cash, End of period                              $    -0-  $    -0-
                                                  =======   =======



















The accompanying notes are an integral part of these financial
statements
                  Apex Capital Group, Inc.
              Statement of Stockholders' Equity
     For the Years Ended December 31 (From 1996 to 2003)
                                            PAID-IN ACCUM $   TOTAL
              PREF STOCK    COMMON STOCK        $   EARNINGS  NET $
               SHS $AMT  SHARES      $ AMT  CAPITAL (LOSSES)(DEFICIT)
              ---- ---- ----------- ------- ------- -------- --------
                     $                 $       $        $        $
BALANCE AT
 12/31/95      -0-  -0-         -0-     -0-     -0-      -0-      -0-

 Issue Stock                 16,001      16         (     16)
 For Svc Rend.
BALANCE AT    ---- ---- ----------- -------  ------ --------  -------
 12/31/96      -0-  -0-      16,201      16     -0- (     16)     -0-

BAL. 12/31/97  -0-  -0-      16,201      16     -0- (     16)     -0-
                            =======
 10/15/98 Fwd.
 Split 20for1               320,020     -0-                       -0-

 12/15/98 Stk               684,500     685                       685
 Sold par$.001
BALANCE AT    ---- ---- ----------- -------  ------ --------  -------
 12/31/98      -0-  -0-   1,004,520     701     -0- (     16)     685
 Yr. 1999
 Retro 3yrEXP
 5Yr SuptSvc                                        ( 30,000) (30,000)

 Yr 99 SptSvc                                       ( 10,000) (10,000)
BALANCE AT    ---- ---- ----------- -------  ------ --------  -------
 12/31/99      -0-  -0-   1,004,520     701     -0- ( 40,016) (39,315)
 Yr 2000 exp                                        (    130) (   130)

 5TH YrSptSvc                                        ( 10,000) (10,000)
BALANCE AT    ---- ---- ----------- ------- ------- --------  -------
 12/31/2000    -0-  -0-   1,004,520     701     -0- ( 50,146) (49,445)
              ---- ---- ----------- ------- ------- --------  -------
BALANCE AT
 12/31/2001    -0-  -0-   1,004,520     701     -0- ( 50,146) (49,445)

 Yr 2002 exp                                        (    555) (   555)
              ---- ---- ----------- ------- ------- --------  -------
BALANCE AT
 12/31/2002    -0-  -0-   1,004,520     701     -0- ( 50,701) (50,000)
              ---- ---- ----------- ------- ------- --------  -------
BALANCE AT
 12/31/2003    -0-  -0-   1,004,520     701     -0- ( 50,701) (50,000)
              ==== ==== =========== ======= ======= ========  =======

The accompanying notes are an integral part of these financial
statements


                   Apex Capital Group, Inc.
                Notes to Financial Statements
        For The Twelve Months Ended December 31, 2003


GENERAL:


The condensed consolidated financial statements of Apex Capital Group,
Inc. included herein, have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission.  Although
certain information normally included in financial statements
prepared in accordance with generally accepted accounting principles
has been condensed or omitted, Apex Capital believes that the
disclosures are adequate to make the information presented not
misleading.  The condensed financial statements for the twelve month
period ended December 31, 2003 should be read in conjunction with the
financial statements and notes thereto included in this report, the
Quarterly Reports for year 2003 (March 31, June 30, September 30) and
the prior year Apex Capital's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002.


The condensed consolidated financial statements included herein reflect
all normal recurring adjustments that, in the opinion of management,
are necessary for fair presentation.


The Company has not commenced operations and has no working capital.


NOTE 1-ORGANIZATION AND BUSINESS PLAN:


The Company was organized 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.  Apex Capital was incorporated primarily to engage
in any lawful activity.

The Company's articles initially authorized 10,0000 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 of the Company on
October 6, 1998 increased its 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.

No Preferred Stock shares have been issued and none are outstanding as
of December 31, 2003 and 2002.

Common Stock shares issued and outstanding as of December 31, 2003 and
2002, were 1,004,520.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

As of the year end December 31, 1997, there were 16,201 Common Stock
shares issued and outstanding.

On October 15, 1998, a 20 for 1 forward split was made on the 16,201
shares of Common Stock issued and outstanding.  The resulting Common
Stock issued and outstanding were 320,020.


NOTE 3-ASSETS AND WORKING CAPITAL:

As of the current year ended December 31, 2003, the Company has no
assets and no working capital.  The Company has not started operations.
The President/CEO furnishes office space for the Company Headquarters.


NOTE 4-CURRENT LIABILITIES:

The $50,000 balance at December 31, 2003 represents the accruals of
$10,000 per year for Management Services rendered on a 5 Year
Convertible Promissory Notes covering years 1995, 1996, 1997, 1998, and
1999.  These note are convertible at a rate of $.05/cents per share at
the option of the holder.


NOTE 5-GOING CONCERN AND INCIDENTAL COSTS:

Incidental costs to maintain legal registrations of the Company in the
State of Nevada and with the Security and Exchange Commissions have
been paid or assumed by the current shareholders of Apex Capital.
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.

 (b)    List of Exhibits

   3.i  Articles of Incorporation
         incorporated by reference

   3.ii By-Laws of Apex Capital Group, incorporated by
         reference

   4.i  Form of Specimen of common stock
         incorporated by reference

   5    Exhibit 99 - Certifications pursuant to 18 U.S.C. Section 1350


(B)    REPORTS ON FORM 8-K

          None

 ITEM 14. Principal Accountant Fees and Services

Audit Fees. The Company incurred aggregate fees and expenses of $500.00
and $-0-, respectively, from David Winings, C.P.A., for the fiscal
years 2003 and 2002 annual audit and for review of the Company's
consolidated financial statements included in its Forms 10-QSB for the
2003 and 2002 fiscal years.

Tax Fees.  The Company did not incur any tax fees to David Winings,
C.P.A. for the fiscal years 2003 and 2002 for professional services
rendered for tax compliance, tax advice, and tax planning.

All other costs.  During the 2003 fiscal year, the Company incurred
aggregate fees and expenses of $-0- from David Winings, C.P.A. for all
other services consisting of other fees ad expenses of $-0-.  Audit
related fees and expenses were for the audit of the Company accounting
consultation and consents.  Other fees and expenses were primarily for
tax compliance and tax consultation.

The Audit Committee considered whether, and determined that, the
auditor's provision of non-audit services was compatible with
maintaining the auditor's independence.  All of the services described
above for fiscal year 2003 and 2002 were approved by the Audit
Committee pursuant to its policies and procedures.  The Company intends
to continue using David Winings, C.P.A., solely for audit and audit
related services, tax consultation and tax compliance services, and, as
needed, for due diligence in acquisitions.

                       SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorize
person.

Date:    April 1, 2004

Apex Capital Group, Inc.
/s/ Dempsey K. Mork
- ------------------------------------
By: Dempsey K. Mork, President/CEO-Director

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.

Signature                  Capacity                   Date

/s/Dempsey K. Mork       President/CEO              05/1/2004
- --------------------      Director
Dempsey K. Mork

/s/Norbert LeBoeuf       Chief Financial Officer/   05/1/2004
- --------------------      Director
Norbert LeBoeuf



               CERTIFICATIONS


I, Dempsey K. Mork, certify that:


1.   I have reviewed this annual report on Form 10KSB 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 statements 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-14 and 15d-14) for the registrant and
we have:

(a)  designed such disclosure controls and procedures 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 annual 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;

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 regard to significant
deficiencies and material weaknesses.


Date:  April 1, 2004


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



                     CERTIFICATION


I, Norbert LeBoeuf, certify that:

1.   I have reviewed this annual report on Form 10KSB 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 statements 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-14 and 15d-14) for the registrant and
we have:

(a)  designed such disclosure controls and procedures 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 annual 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;

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;

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 regard to significant
deficiencies and material weaknesses.


Date:  April 1, 2004


/s/Norbert LeBoeuf
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Norbert LeBoeuf, Chief Financial Officer