SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the 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 Small Business Issuer as specified in its Charter)

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

51625 Desert Club Dr. Suite 207, La Quinta, CA             92253
		(Address of principal executive offices)
(Zip Code)

(760) 219-2776
(Issuer's telephone number)

Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

Yes          	No	X


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 September 9,
2005
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.

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.

On March 16, 1996, 16,001 shares were issued to individuals for
services rendered at the stated par value of $.001 per share, for a
total value of $16.01.

An amendment to the Articles of Incorporation 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 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, 1998, the common stock shares issued and
outstanding were 1,004,520, for a total value of $701.

As of December 31, 2004 and 2003, there were 1,004,520 common
shares issued and outstanding.

Preferred Stock.

As of December 31, 2004, there have been no shares issued and
none are outstanding.



Item 2.  Description of Property.

The Company currently has no assets or property.  The Company's
headquarters are furnished by Mr. Dempsey Mork, President/CEO.

Item 3.  Legal Proceedings.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5.  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,
2004, 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 September 9,
2005.

Item 6.  Management's Discussion and Analysis or Plan of
Operation.

No significant business activity was conducted by the Company
during the fiscal year 2004.  As a result, no income was earned by
the Company in 2004 and there was no cash in the bank at the end
of the year.

The primary activity of the Company will involve seeking merger
or acquisition candidates with whom it can either merge or acquire.
The Company has not selected any company for acquisition or
merger and does not intend to limit potential acquisition candidates
to any particular field or industry, but does retain the right to limit
acquisition or merger candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual stage
only.

We have a limited operating history on which to base an evaluation
of our business and prospects. Our prospects must be considered in
light of the risks, expenses and difficulties frequently encountered
by companies in their early stages of development, particularly
companies in new and rapidly evolving markets.  We will
encounter various risks in implementing and executing our
business strategy.  We can provide no assurance that we will be
successful in addressing such risks, and the failure to do so could
have a material adverse effect on our business.

The Company does not intend to make any loans to any
prospective merger or acquisition candidate, or to any unaffiliated
third parties.

The officers and directors of the Company are currently involved
in other activities and will devote only a portion of their time to the
specific business affairs of the Company until such time as a
merger or acquisition candidate has been determined.  At such a
time, they expect to spend the necessary time and effort to
investigate and finalize any merger or acquisition.

The Company intends to structure a merger or acquisition in such
manner as to minimize federal and state tax consequences to the
Company and the target company.

Plan of Operations.

During the years ended December 31, 2004 and 2003, there were
no revenues earned.  The Company incurred management and
operating expenses totaling $10,000 during each of the fiscal years
2004 and 2003.

We do not expect to purchase any significant equipment for the
foreseeable future.

We do not expect any significant changes in the number of
employees in the next twelve months.

We do not currently provide any services and have not generated
any revenues, and we do not expect to generate revenues for the
foreseeable future, nor do we anticipate incurring any significant
expenses. Therefore, we will continue to operate on a minimal
operating budget. We intend to limit our operations to seeking
merger and acquisition candidates.

Item 7.  Financial Statements.

See 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.








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, 2004 as filed with the Securities and
Exchange Commission and have judged such controls and
procedures to be effective as of December 31, 2004, the evaluation
date.

There have not been any significant changes in the internal
controls of the Company or other factors that could significantly
affect internal controls relating to the Company since the
evaluation date.

Item 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 (held
in November of each year) or until their successors are elected or
appointed and qualified, or their prior resignation or termination:

                                           			Date of
	Date of
                                        	 		Election or
	Termination or
Name               	Positions Held		Designation   	Resignation
----------------------- 	-----------------------------	----------------	--
---------------

Dempsey K. Mork	President/CEO/Director	6/30/1996         	N/A

Norbert L. LeBoeuf	CFO/Director     		12/15/2001	N/A


Business Experience of Directors/Executive Officers:

Mr. Mork has been the majority shareholder, President, 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 trans-actions.  He will spend approximately
20 hours per month on Apex Capital Group, Inc. business.

Mr. Norbert LeBoeuf is a shareholder, officer/director of Apex
Capital Group, Inc.  He has been responsible for all accounting and
tax functions for all Companies with which Mr. Mork has been
affiliated. Mr. LeBoeuf's professional career includes three years in
the U.S. Marine Corps Legal/Administrative functions (1952-55)
and forty years in all areas of accounting for small, medium and
large (Fortune 500 Companies) in Electronics, Manufacturing and
Aerospace.  He 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.

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 Company's
common stock outstanding as of the date of these filings, and/or
belong to management hereof, to wit:

	                                   	 Number of Shares
	Percentage
Name and Address                   	Beneficially Owned
of Class
-----------------------------------------   ----------------------------
----------
Magellan Capital Corporation(1)       		600,000*			59.73%*
Pension Plan & Trust/D.K. Mork
851625 Desert Club Dr. Suite 207
La Quinta, CA 92253

Dempsey K. Mork(1)                    		 50,720*
5.05%*
851625 Desert Club Dr. Suite 207
La Quinta, CA 92253                                 	      -------
-------
   Sub Total Dempsey Mork
    Beneficially owned*              		 650,720*
64.78%*

Norbert L. LeBoeuf(1)                  		19,280
1.92%
851625 Desert Club Dr. Suite 207
La Quinta, CA 92253
Magellan Capital Corporation (1)      		203,860
20.29%
851625 Desert Club Dr. Suite 207
La Quinta, CA 92253

                                     			--------
	--------
          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
September 9, 2005.

Item 12.  Certain Relationships and Related 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.

The Company has accrued $20,000 during 2004 and 2003 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.

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, 2004.

ITEM 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees incurred during the years ended December 31,
2004 and 2003 for professional services rendered by our principal
accountant, Child, Sullivan & Company, for the audits of our
annual financial statements and review of our quarterly financial
statements is $0.  During 2005, the Company incurred fees for the
annual audits and quarterly reviews of $2,200 for each of the years
ended December 31, 2004 and 2003.

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 for the years ended December 31,
2004 and 2003.

Audit-Related Fees

The Company did not incur any fees for the years ended December
31, 2004 or 2003 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 years ended December
31, 2004 and 2003 for professional services rendered for tax
compliance, tax advice, and tax planning.

All Other Fees

There were no fees billed for the years ended December 31, 2004
or 2003 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 9, 2005

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

December 31, 2004 and 2003




Report of Independent Registered Public Accounting
Firm....................................1

Financial Statements:

Balance Sheet as of December 31,
2004.......................................................... 2

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

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

Statements of Cash Flows for
the years ended December
31, 2004 and 2003, and
cumulative from
inception (January 25, 1996) to December 31,
2004.............................................5

Notes to the Financial
Statements............................................................... 6-8
























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


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



							Cumulative from

For the Year Ended

Inception

December 31,

(January 25, 1996)

2004

2003

to 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 income (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.


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










Deficit












Accumulated










Additional


During





Common


Paid-In


Development



Shares

Stock


Capital


Stage

Total
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)





































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








C Cumulative

For the Year Ended
from Inception





December 31,
(January 26, 1996)





2004

2003



to 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.


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.

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.
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

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.
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 Practices
In 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.

Waiver
Any 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 Officers code of conduct in registered public
companies must be reported on Form 8-K to the Securities and
Exchange Commission.

Compliance and Accountability
The 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 9, 2005
-----------------------            ---------------------
Dempsey Mork
President
Chief Executive Officer
Director


/s/  Norbert LeBoeuf          Date: September 9, 2005
------------------------          --------------------
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 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:

(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 quarterly report is being prepared;

(b)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date");  and,

(c)	presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

(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, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

(a)	all  significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and,

(b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and,

6.	The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant
Changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with
respect to significant deficiencies and material weaknesses.

Date:  September 9, 2005

/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:

(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 quarterly report is being prepared;

(b)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date");  and,

(c)	presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

(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, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

(a)	all  significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and,

(b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and,

6.	The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant
Changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with
respect to significant deficiencies and material weaknesses.

Date: September 9, 2005

/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, 2003 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 9, 2005

/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 TO
SECTION 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, 2003 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 9, 2005

/s/ Norbert L. LeBoeuf
   ------------------------------
Norbert L. LeBoeuf
Chief Financial Officer