**SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549FORM 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 SECURITIESEXCHANGE 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) 

** Wyoming 
91-1939535

(State or other    jurisdiction of incorporation)

(I.R.S.    Employer 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.     (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 over the Company’s financial reporting or other factors that could significantly affect internal controls relating to the Company since the last fiscal quarter.     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:

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| Name               | Date of Election    or Positions Held | Designation | Date of Termination    or resignation |
|--------------------|---------------------------------------|-------------|---------------------------------------|
|                    |
| Dempsey K. Mork    | President/CEO/Director                | 6/30/1996   | N/A                                   |
| Norbert L. LeBoeuf | CFO/Director                          | 12/15/2001  | N/A                                   |

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  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:

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| Name and Address                                                                                                                                                                                                                              | Number of Shares     Beneficially Owned  |   | Percentage of Class |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------|--------|---------------------|--------|
|                                                                                                                                                                                                                                                                   |
| Magellan Capital Corporation(1)      Pension Plan & Trust/D.K. Mork69930 Highway 111 Suite 100Rancho Mirage, CA 92270                                                                                                                                    | 600,000                                            | *      | 59.73%              | *      |
|                                                                                                                                                                                                                                                              |                                               |   |                |   |
| Dempsey K. Mork(1)      69930 Highway 111 Suite 100  Rancho Mirage, CA 92270                                                                                                                                                                                      | 50,720                                             | *      | 5.05%               | *      |
| Sub Total Dempsey Mork Beneficially owned*                                                                                                                                                                                                                        | 650,720                                            | *      | 64.78%              | *      |
|                                                                                                                                                                                                                                                              |                                               |   |                |   |
| Norbert L. LeBoeuf(1)                               69930 Highway 111 Suite 100Rancho Mirage, CA 92270 | 19,280                                             |   | 1.92%               |   |
|                                                                                                                                                                                                                                                              |                                               |   |                |   |
| Magellan Capital Corporation (1)69930 Highway 111 Suite 100Rancho Mirage, CA 92270                                                                                                                                                                                | 203,860                                            |   | 20.29%              |   |
|                                                                                                                                                                                                                                                              |                                               |   |                |   |
| 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.

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 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: September 8, 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      

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| 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 |

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

| APEX CAPITAL GROUP, INC.(A Development Stage Company)BALANCE SHEETDecember 31, 2005 |
|-------------------------------------------------------------------------------------|
|                                                                                |   |   |   |
| ASSETS                                                                              |   |   |
|                                                                                |   |   |   |
|                                                                                | Total assets   | $ | - |
|                                                                                |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                                               |   |   |
|                                                                                |   |   |   |
| LIABILITIES                                                                         |   |   |
|                                                                                | Current liabilities | $ | 5,900.00 |
|                                                                                | Notes payable - related parties (note 4)    | $ | 70,000.00 |
|                                                                                | Total liabilities | $ | 75,900.00 |
|                                                                                |   |   |   |

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                   |   | (304.00) |
|----------------------------------------------|--------|----------|
| Deficit accumulated during development stage |   | (76,601) |
| Total stockholders' deficit        |   | (75,900) |
| Total liabilities and stockholders' deficit  | $      | -        |

See accompanying notes to the financial statements.

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| APEX CAPITAL GROUP, INC.(A Development Stage Company)STATEMENTS OF OPERATIONS |
|-------------------------------------------------------------------------------|
|                                                                          |   | For the Year Ended Decemeber 31, 2005 |   | For the Year Ended Decemeber 31, 2004 |   | Cumulative from Inception (Jan. 25, 1996) to 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) |   |   |
|                                                                          |   |   |   |   |   |   |
| Weighed average number                                                        |   |   |   |   |   |   |
| common shares outstanding                                                     |   | 1,004,520 |   | 1,004,520 |   |   |
|                                                                          |   |   |   |   |   |   |

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|  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 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                |
|                                                                                                                                                                                                | Shares |   | Common Stock |   | Additional Paid-In Capital |   | Deficit Accumulated During Development Stage |   | Total |
|                                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |
| Balance, January 25, 1996 (inception)                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Shared issued for services                                                                                                                                                                          | 320,020 |   | 320 |   | (304) |   | - |   | 16 |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,016) |   | (10,016) |
| Balance, January 25, 1996                                                                                                                                                                           | 320,020 |   | 320 |   | (304) |   |   |   |   |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,016) |   | (10,010) |
| Balance, January 25, 1997                                                                                                                                                                           | 320,020 |   | 320 |   | (304) |   | (20,016) |   | (20,000) |
| Shares issued for cash                                                                                                                                                                              | 684,500 |   | 685 |   | - |   | - |   | 685 |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,000) |   | (10,000) |
| Balance, January 25, 1998                                                                                                                                                                           | 1,004,520 |   | 1,005 |   | (304) |   | (30,016) |   | (29,315) |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,000) |   | (10,000) |
| Balance, January 25, 1999                                                                                                                                                                           | 1,004,520 |   | 1,005 |   | (304) |   | (40,016) |   | (39,315) |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,130) |   | (10,130) |
| Balance, January 25, 2000                                                                                                                                                                           | 1,004,520 |   | 1,005 |   | (304) |   | (50,146) |   | (49,445) |
| Balance, January 25, 2001                                                                                                                                                                           | 1,004,520 |   | 1,005 |   | (304) |   | (50,146) |   | (49,445) |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (555) |   | (555) |
| Balance, January 25, 2002                                                                                                                                                                           | 1,004,520 |   | 1,005 |   | (304) |   | (50,701) |   | (50,000) |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,000) |   | (10,000) |
| Balance, January 25, 2003                                                                                                                                                                           | 1,004,520 |   | 1,005 |   | (304) |   | (60,701) |   | (60,000) |
| Net Loss                                                                                                                                                                                            | - |   | - |   | - |   | (10,000) |   | (10,000) |
| Balance, January 25, 2005                                                                                                                                                                           | 1,004,520 |   | - |   | - |   |   |   |   |
| Net Loss                                                                                                                                                                                            | - |   | 1,005 |   | (304) |   | (70,701) |   | (70,000) |

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| APEX CAPITAL GROUP, INC.(A Development Stage Company)STATEMENTS OF CASH FLOWS |
|-------------------------------------------------------------------------------|
|                                                                          | For the Year Ended Decemeber 31, 2005 |   | For the Year Ended Decemeber 31, 2004 |   | Cumulative from Inception (Jan. 25, 1996) to Dec. 31, 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 sahres for service                                                |   | - |   | - |   | 16 |
| Issuance of notes payable to        related parties for services              |   | - |   | 0,000 |   | 70,000 |
|                                                                          |   |   |   |   |   |   |
| Changes in operatin assets and liabilites:                                    |   |   |   |   |   |   |
| Increase in accounts payables                                                 |   | 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                                               |   | - |   | - |   | - |

 

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**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 omicile 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 CompanyThe Company is considered a Development Stage Company as defined in SFAS7, "Accounting and Reporting by Development Stage Enterprises."  Therefore, cumulative amounts are reported on the statements of operations, stockholders deficit, and cash flows. Cash and EquivalentsThe 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 ShareLoss 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 thsame. Use of EstimatesThe 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 thereported amounts of expenses during the reporting periods. Actual results could differ from those estimates. 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 PronouncementsIn 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 prominentdisclosures 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 measurescertain 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.  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. 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 PracticesIn 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. WaiverAny 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 AccountabilityThe 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:  September 8, 2006    Dempsey Mork  President  Chief Executive Officer  Director  /s/  Norbert LeBoeuf        Date: September 8, 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 CapitalGroup, 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: 

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(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 report is being prepared;       (b)     evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation (the Evaluation Date);  and,       (c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this by this report based on such    evaluation;       (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 of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

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(a)     all  significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting; 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: September 8, 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:

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(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 report is being prepared;         (b)     evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report (the Evaluation Date);  and,         (c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based such evaluation;         (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 of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

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(a)     all  significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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: September 8, 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: September 8, 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 TOSECTION 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: September 8, 2006 /s/ Norbert L. LeBoeuf   ------------------------------Norbert L. LeBoeufChief Financial Officer