**EXHIBIT
      31.2**





**CERTIFICATION
      PURSUANT TO RULES 13a-14(a) AND 15d-14(a), AS**


**ADOPTED
      PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**





**Principal
      Financial Officer**





I,
      Norbert L. LeBoeuf, Chief Financial Officer of Apex Capital Group, Inc., certify
      that:





1.  I
      have
      reviewed this Amendment No. 2 to the Annual Report on Form 10-KSB/A of Apex
      Capital Group, Inc. for the fiscal year ended December 31, 2005;





2.  Based
      on
      my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





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





4.  The
      small
      business issuer’s other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
      have:





a.
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the small business issuer, 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 small business issuer’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; and





c.
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and





5.  The
      small
      business issuer’s other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to the
      small business issuer’s auditors and the audit committee of the small business
      issuer’s board of directors (or persons performing the equivalent
      functions):





a.
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’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 small business issuer’s internal controls over
      financial reporting.




Dated:
      October 26 ,
      2006


By:
            /s/
              Norbert L. LeBoeufName:Norbert
                L. LeBoeufTitle:Chief
                Financial Officer