U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                              Form 10-KSB




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



           NEVADA                 000-27001       91-1939535
           ------                 -------         ----------
(State or other jurisdiction of   SEC File        (I.R.S. incorporation or
        organization)             Number           Employer I.D. No.)


                             83-888 Ave. 51
                          Coachella, CA 92236
                      ---------------------------
               (Address of Principal Executive Office)

Issuer's Telephone Number, including Area Code:  (760) 398-9700

 Securities registered pursuant to Section 12(b) of the Exchange  Act:

                         None

 Securities registered pursuant to Section 12(g) of the Exchange  Act:

                 $0.001 par value common stock
                 -----------------------------
                        Title of Class

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 and Exchange
Act of 1934 during the preceding twelve 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


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


The aggregate market value of the voting stock held by non affiliates of the
registrant was not determinable because the common stock does not trade on
any market.

The number of shares outstanding of the issuer's classes of common stock as
of December 31, 2000:

Common Stock, $0.001 par value - 1,004,520 shares




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 January 25, 1996, under the name "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 common stock and 10,000
shares of preferred stock both with a par value of $.001.

     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.

     An amendment to the Articles of Incorporation of the Company on October
14, 1998, increased its authorized shares to 100,000,000 consisting of
99,990,000 common stock and 10,000 preferred shares all with par value of
$.001.







Item 2. Description of Property

The company's headquarters in Coachella CA is furnished by the Company's
President.

Item 3 Legal Proceedings

None

Item 4. Submission of matters to a vote of security holders

None



Part II



Item 5.  Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------

Plan of Operation.
- ------------------

     The Company has not engaged in any material operations or had any
revenues from operations during the past five fiscal years.

     During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing.

Item 6 Results of Operations.
- ---------------------

     The Company has had no material operations since inception. Losses to
date for the past five years (1996-2000) are ($50,146).





Liquidity.
- ---------

     The Company had no liquidity during the fiscal years ended December 31,
1996 through 2000.  Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next twelve
months by issuance of debt or equity securities.  The Company has no loan
agreements with any officer or director.

     Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities.  If there are no funds
available, it is expected that management would contribute these amounts to
capital to pay these liabilities in hopes of enhancing the value of their
stock ownership.





Item 7.  Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
          The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock and/or
management as of the date hereof, to wit:



                      Number of Shares           Percentage
Name and Address     Beneficially Owned       of Class
-----------------            ------------------             --------

Dempsey K. Mork
Magellan Capital Corp.              203,860                   20.29%
83-888 Ave. 51
Coachella, CA 92236

Dempsey K. Mork
Magellan Capital Corp.              300,000                   29.86%
Pension Plan and Trust
83-888 Ave. 51
Coachella, CA 92236




Dempsey K. Mork
Magellan Capital Corp.
Profit Sharing Plan and Tr          300,000                   29.86%
83-888 Ave. 51
Coachella, CA 92236

Dempsey K. Mork                      50,720                    5.04%
50-855 Washington Street PMB 244
La Quinta, CA 92253

Randall A. Baker                     20,800                    2.07%
P.O. Box 1025
Morongo Valley, CA 92256

Norbert L. LeBoeuf                   19,280                    1.91%
P.O. Box 3171
Palm Springs, CA 92262

Item 8. Security Ownership of Management.
- ---------------------------------

     The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:

                         Number of Shares
                         Beneficially Owned      Percentage of
Name and Address          as of 12/31/99          of Class
- ----------------         ------------------      -------------

Dempsey K. Mork                 854,580                   85.07%
50-855 Washington Street PMB 244
La Quinta, CA 92253

Randall A. Baker                20,800                     2.07%
P.O. Box 1025
Morongo Valley, CA 92256

Norbert L. Le Boeuf             19,280                     1.91%
P.O. Box 3171
Palm Springs, CA 92262



     Totals:                   894,660                    89.05%

     See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.



Changes in Control.
- -------------------

     There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.

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 prior to the completion
of any merger or acquisition transaction.  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
                            Positions    Election or     Termination
Name                  Held       Designation   or Resignation
- ----                  ----       -----------   --------------

Dempsey K. Mork    Director and       6/30/96
                   President

Randall A. Baker   Secretary          6/30/96



Business Experience.

Dempsey Mork is the majority shareholder, President, and Chairman of the Board
of Apex Capital Group, Inc. since its formation.  Mr. Mork is a officer
and director in the following corporations.  Magellan Capital Corporation,
Annimal Cloning Sciences, Inc.,   Knickerbocker Capital Corporation,
Asian Financial Inc.,  Northstar Ventures, Inc., Orion U.S.A. Inc., Silver Bow
Antique Aviation, Southwest Holding and Development,  Stonebridge
Investment, Inc., and Woodstock Tree Farms, Inc.,   Mr. Mork assists
companies in complying with securities regulations, and raising capital.
Beginning in 1992 through 1996 Mr. Mork maintained offices in Geneva,
Switzerland and for part of that time Hong Kong.  During this period,
Mr. Mork arranged financing for small US public companies from
European and Asian financial institutions.



           Randall A. Baker.  Mr. Baker is 57 years old.  He attended the
University of Minnesota.  After a tour in the United States Navy and a
navigation teaching stint in San Francisco, he began his investment
career with the Pacific Coast Stock Exchange followed by employment with a
number of major brokerage houses.  He then was employed for twenty years as
Executive Vice President with Wm. Mason & Company, an Investment Counseling
firm in Los Angeles.  Mr. Baker designed and implemented all data systems, was
responsible for trading, personnel and was the client/broker liaison.  Mr.
Baker is currently employed as the Vice President for Magellan Capital
Corporation.








Significant Employees.
- ----------------------

     The Company has no employees who are not executive officers.

Executive Compensation.
- --------------------------------
None

(1)     In April, 1994, 320,020 shares of "unregistered" and
        "restricted" shares of the Company's common stock, were
        issued to:
               203,860   Magellan Capital Corp.
                50,720   Dempsey K. Mork
                20,800   Randall A. Baker
                25,360   Robert J. Filiatreaux
                19,280   Norbert L. Le Boeuf


     There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.



Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
------------------------------------------------------------------------

     There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
















                               SIGNATURES





Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date: 2/22/2001



By: /s/ Dempsey K. Mork
    Dempsey K. Mork,
    President, Director and Chief Financial Officer






Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on February 22, 2001


By: /s/ Dempsey K. Mork
    Dempsey K. Mork
    President, Director and Chief Financial Officer






















                                    PART F/S
                       Index to Financial Statements
                  Report of Certified Public Accountants
Financial Statements





- --------------------
(I)  Audited Financial Statements      December 31, 2000.

     Independent Auditors' Report
     Balance Sheets                        Statements of Operations
     Statements of Stockholders' Equity       Statements of Cash Flows
     Notes to the Financial Statements




Index to Exhibits. - ---------------------------

 27         Financial Data Schedule**









                      Apex Capital Group, Inc.
                     (A Development Stage Company)
          Index to Financial Statements and Supplementary Data

                               Pages

Independent Auditors' Report
 .........................................................   F-2

Balance Sheets as of December 31,  2000 and 1999

 ........................................................    F-3

Statements of Operations for the Years or Periods Ended
 December 31, 2000, and 1999
 ..........................................................   F-4

Statements of Cash Flows for the Years or Periods Ended
 December 31, 2000, and 1999
 ...........................................................   F-5

Statements of Stockholders' Equity for the Periods
 through December 31, 2000
 ............................................................   F-6

Notes to Financial Statements
 ............................................................   F-7

Schedules:

All schedules are omitted as the required information is included in the
financial statements or notes thereto, or is not present in sufficient amounts.













  David M. Winings, CPA
  Palm Desert, CA  92211







  To the Board of Directors
  Apex Capital Group, Inc.
  Thermal, California

  I have audited the accompanying balance sheets of Apex Capital Group, Inc.
(a Nevada Corporation) as of December 31, 2000 and the related statements of
income and retained earnings, and cash flows for the years 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
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. I believe that my audit provides a reasonable basis
for my opinion.

  In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Apex Capital Group, Inc. as
of December 31, 2000 and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.



 /s/ David Winings
  Palm Desert, California
 February 22, 2001




  -1-








  APEX CAPITAL GROUP, INC.
  BALANCE SHEETS
  December 31, 2000 and 1999

                                       2000           1999
                                       ------         ------

  ASSETS

  CURRENT ASSETS
     Cash in Bank                       555             685

  PROPERTY AND EQUIPMENT                 -0-            -0-

  OTHER ASSETS                           -0-            -0-
                                       ------          ------
  TOTAL ASSETS                          555             685
                                       ======          ======


  LIABILITIES AND SHAREHOLDERS' EQUITY

  LIABILITIES

  CURRENT LIABILITIES (4)              50,000          40,000
  LONG TERM LIABILITIES                    -0-             -0-
                                       ------          ------
  TOTAL LIABILITIES                    50,000          40,000


  SHAREHOLDERS' EQUITY
  COMMON STOCK                            701             701

  RETAINED EARNINGS                   (50,146)        (40,016)
                                       ------          ------
   TOTAL SHAREHOLDERS' EQUITY
                                      (49,445)        (39,315)

  TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                 555             685
                                       ======          ======
    The accompanying notes are an integral part of these financial statements.

  -2-

  APEX CAPITAL GROUP, INC.
  STATEMENTS OF INCOME AND RETAINED EARNINGS
  For the Years Ended December 31, 2000, 1999




                                       2000       1999
                                      ------      ------



  REVENUES                              -0-         -0-

  EXPENSES
    Administrative Support Svcs.    10,000      10,000
     Office Expense                    130          16
                                    ------      ------
  INCOME (LOSS)  BEFORE
  TAX                               10,130      10,016

  INCOME TAXES                          -0-         -0-
                                    ------      ------
  NET INCOME                       (10,130)    (10,016)

  BEGINNING RETAINED EARNINGS      (40,016)    (30,000)

  DIVIDENDS                             -0-         -0-
                                    ------      ------

  ENDING RETAINED EARNINGS
  (DEFICIT)                        (50,146)    (40,016)
                                    ======      ======









The accompanying notes are an integral part of these financial statements

  -3-
  APEX CAPITAL GROUP, INC.
  STATEMENTS OF CASH FLOWS
  For the Years Ended December 31, 2000, 1999








                                              2000       1999
                                            ------     ------
  CASH FLOWS FROM OPERATING ACTIVITIES

  NET INCOME (LOSS)                        (10,130)   (10,000)
  ADJUSTMENTS TO RECONCILE NET INCOME
    TO NET CASH PROVIDED BY OPERATING
    ACTIVITIES/INCREASE IN LIABILITIES      10,000     10,000
                                            ------     ------
  NET CASH PROVIDED (USED) BY
    OPERATING ACTIVITIES                      (130)        -0-


  CASH FLOWS FROM INVESTING ACTIVITIES
                                                -0-        -0-

  CASH FLOWS FROM FINANCING ACTIVITIES
    ISSUE CAPITAL STOCK                         -0-        -0-
                                            ------     ------
  NET INCREASE (DECREASE) IN CASH             (130)        -0-

  CASH AT BEGINNING OF YEAR                    685        685
                                            ------     ------
  CASH AT END OF YEAR                          555        685
                                            ======     ======

  SUPPLEMENTAL DISCLOSURES

  INTEREST PAID                                 -0-        -0-

  INCOME TAXES PAID                             -0-        -0-
  The accompanying notes are an integral part of these financial statements

  -4-
  APEX CAPITAL GROUP, INC.
  NOTES TO FINANCIAL STATEMENTS

  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Nature of Business

  Apex Capital Group, Inc. 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 record its new name Apex
  Capital Group, Inc. The Company was incorporated primarily to engage in any
  lawful activity.

  NOTE 2 STOCK TRANSACTIONS

  The Articles of Incorporation initially authorized the Company to issue up to
  60,000 shares of stock as follows: 50,000 shares common stock at a par value
  of $.001; and 10,000 shares of preferred stock at a par value of $.001.

  On March 16, 1996, 16,001 shares were issued to individuals in return for
  services rendered.

  On October 6, 1998, the Articles of Incorporation were amended to authorize
  the Company to issue 100,000,000 shares of stock as follows: 99,990,000
  shares of common stock at a par value of $.001; and 10,000 shares of
  preferred stock at a par value of $.001.

  On October 15, 1998, the Board of Directors issued a 20 to 1 forward split of
  its capital stock shares.

  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.

  As of December 31, 1998, the Company had issued a total of 1,004,520 shares of
  common stock.




  -5-
  APEX CAPITAL GROUP, INC.
  Notes to Financial Statements



  NOTE 3 RELATED PARTY TRANSACTIONS

  On March 16, 1996, shares of capital stock were issued to individuals in
  return for services rendered. These individuals include officers of the
  corporation.

  NOTE 4 CONVERTIBLE NOTES PAYABLE  $50,000 (12/31/2000).

  The Company has issued a $10,000 negotiable note to its Board Chairman
  for each of the past five years, (1996-2000), for services rendered. The notes
  are negotiable and convertible at a rate of $.05 per share, at the option
  of the holder.