UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 2 TO
                                   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, 2004

     [ ] 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 registrant as specified in its charter)

                                    000-27001
                            (Commission File Number)

           Nevada                                     91-1939535
--------------------------------------------------------------------------------
   (State or other jurisdiction                     (I.R.S. Employer
        of incorporation)                           Identification No.)

              69930 Highway 111, Suite 100, Rancho Mirage, CA 92270
             (Address of principal executive offices, with zip code)

                                 (760) 219-2776
              (Registrant's telephone number, including area code)

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 |_|

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). YES |X| NO |_|

Registrant's revenues for its fiscal year ended December 31, 2004 were: $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: Not Applicable

The number of shares of registrant's common stock ($.001 par value) outstanding
as of October 14, 2006 was 1,004,520.

Transitional Small Business Disclosure Format:  YES  |_| NO |X|
<PAGE>

                                Explanatory Note

This Amendment No. 2 on Form 10-KSB/A to the Annual Report on Form 10-KSB of
Apex Capital Group, Inc. (the "Company") for the fiscal year ended December 30,
2004 (this "Amendment") is being filed for the purposes of (i) correcting an
error appearing on the front cover page, (ii) amending and restating Note 6 of
the Notes to the Financial Statements of the Company's Annual Report on Form
10-KSB filed on September 14, 2005 (the "Original Filing"), as amended by
Amendment No. 1 on Form 10-KSB/A filed on December 7, 2005, and (iii) amending
and restating "Item 13. Exhibits" in its entirety in accordance with the above
corrections.

This Amendment corrects an error regarding the identification of the state of
incorporation of the Company appearing on the front cover page of the Original
Filing, as amended. The cover page incorrectly identified the Company's state of
incorporation as Wyoming. The correct state of incorporation of the Company is
Nevada.

This Amendment also amends and restates Note 6 of the Notes to the Financial
Statements furnished in the Original Filing, as amended, by deleting the
following sentence therein: "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." Except for Note 6 as amended and restated, the
Financial Statements and the Notes thereto are reproduced in this Amendment in
their entirety as they appear in the Original Filing, as amended, without
modification. The Report of Independent Registered Public Accounting Firm has
been filed as of the date of the Original Filing except for the restatement of
Note 6 of the Notes to the Financial Statements, as to which the date is as of
October 18, 2006.

As a result of this Amendment, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
respectively, as exhibits to the Original Filing, as amended, have been
re-executed, re-filed, and re-furnished as of the date of this Amendment.
Accordingly, "Item 13. Exhibits" has been amended and restated herewith.

Except for the changes described above, no other changes have been made to the
information contained in the Original Filing, as amended.

Concurrent with the filing of this Amendment, the Company is filing a Current
Report on Form 8-K setting forth the changes described above in substantially
the same manner with respect to each of its Annual Reports on Form 10-KSB and
Quarterly Reports on Form 10-QSB filed with the Securities and Exchange
Commission since July 27, 2005.

Item 13.  Exhibits

(a) The Exhibits listed below are filed or furnished as part of this Amendment.

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

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

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

* Code of Ethics (Incorporated by reference from the Company's Annual Report on
Form 10-KSB for the fiscal year ended 2004 filed with the Securities and
Exchange Commission on September 14, 2005).
<PAGE>

31.1 Certification of Principal Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

31.2 Certification of Principal Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Previously filed.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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 on October 26, 2006.


                                      APEX CAPITAL GROUP, INC.

                                      By: /s/ Dempsey K. Mork
                                         ---------------------------------------
                                         Dempsey K. Mork
                                         President, Chief Executive Officer and
                                         Director (Principal Executive Officer)

      Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on October 26, 2006.


/s/ Dempsey K. Mork                                  October 26, 2006
-------------------
Dempsey K. Mork
President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Norbert LeBoeuf                                  October 26, 2006
-------------------
Norbert LeBoeuf
Chief Financial Officer and Director
(Principal Financial Officer)

<PAGE>

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

                              Financial Statements

                           December 31, 2004 and 2003

<TABLE>
<S>                                                                                              <C>
Report of Independent Registered Public Accounting Firm                                            F-1

Financial Statements:

Balance Sheet as of December 31, 2004                                                              F-2

Statements of Operations for the years ended December 31, 2004 and 2003, and cumulative from       F-3
inception (January 25, 1996) to December 31, 2004

Statements of Changes in Stockholders Deficit cumulative from inception (January 25, 1996)         F-4
to December 31, 2004

Statements of Changes in Stockholders Deficit cumulative from inception (January 25, 1996)         F-5
to December 31, 2004

Notes to the Financial Statements                                                                F-6 - F-8
</TABLE>
<PAGE>

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, 2004, and the related statements
of operations, changes in stockholders' deficit and cash flows for the years
ended December 31, 2004 and 2003. 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.

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,
2004, and the results of its operations and its cash flows for the years ended
December 31, 2004 and 2003, 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, Sullivan & Company
Kaysville, Utah
August 31, 2005 (except the first paragraph of Note 6, which is dated October
18, 2006)


                                       F-1
<PAGE>

                            APEX CAPITAL GROUP, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2004


ASSETS

Total assets                                                           $     --


LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

Current liabilities                                                    $     --

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

Total liabilities                                                        70,000

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                            (70,701)

Total stockholders' deficit                                             (70,000)

Total liabilities and stockholders' deficit                            $     --


See accompanying notes to the financial statements.


                                       F-2
<PAGE>

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

                                                               Cumulative from
                                   For the Year Ended             Inception
                                       December 31,           (Jan. 25, 1996) to
                                    2004           2003        December 31, 2004
                                                                 (UNAUDITED)


Revenues                       $        --     $        --       $        --

Operating expenses                  10,000          10,000            70,701

Net loss from operations           (10,000)        (10,000)          (70,701)


Other income (expense)                  --              --                --

Net loss                       $   (10,000)    $   (10,000)      $   (70,701)

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

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


See accompanying notes to the financial statements.


                                       F-3
<PAGE>

                            APEX CAPITAL GROUP, INC.
                          (A Development Stage Company)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                       Accumulated
                                                                                      Additional         During
                                                                      Common           Paid-In         Development
                                                      Shares           Stock           Capital            Stage              Total
<S>                                                <C>               <C>              <C>               <C>               <C>
Balance, January 25, 1996
   (date of 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)
</TABLE>

See accompanying notes to financial statements.


                                       F-4
<PAGE>

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

                                                                  Cumulative
                                      For the Year Ended        from Inception
                                          December 31,        (Jan. 26, 1996) to
                                       2004          2003      December 31, 2004
                                                                  (UNAUDITED)
Operating Activities
   Net income (loss)                $(10,000)      $(10,000)      $(70,701)

Adjustments to reconcile
net loss to net cash used
in operations:

Issuance of shares for
 services rendered                        --             --             16

Issuance of notes payable
 to related parties for
 services rendered                    10,000         10,000         70,000

Changes in operating assets
 and liabilities                          --             --             --

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

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

See accompanying notes to the financial statements.


                                       F-5
<PAGE>

                            APEX CAPITAL GROUP, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                   Years Ended December 31, 2004 and 2003, and
                 for the Period of January 25, 1996 (Inception)
                            through December 31, 2004


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.

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 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 Companies." 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 for the years ended December 31, 2004 and 2003. During the years ended
December 31, 2004 and 2003, the Company paid $0 in interest and income taxes.

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,
2004 and 2003.

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.


                                       F-6
<PAGE>

                            APEX CAPITAL GROUP, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                   Years Ended December 31, 2004 and 2003, and
                 for the Period of January 25, 1996 (Inception)
                            through December 31, 2004

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 provision 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
approximately $71,000 expiring in the years 2016 through 2024. The tax benefit
of this net operating loss, based on an effective tax rate of 40%, is
approximately $28,400 and has been offset by a full valuation allowance, which
increased by $4,000 during each of the years ended December 31, 2004 and 2003.

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' equity.

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, 2004 and 2003 were
1,004,520. No preferred stock has been issued and none are outstanding as of
December 31, 2004.

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, 2004. 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.


                                       F-7
<PAGE>

                            APEX CAPITAL GROUP, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                   Years Ended December 31, 2004 and 2003, and
                 for the Period of January 25, 1996 (Inception)
                            through December 31, 2004


NOTE 4 - RELATED PARTY TRANSACTIONS (continued)

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.

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.

NOTE 6 - SUBSEQUENT EVENTS

None.


                                       F-8