**EXHIBIT
      31.2**





**CERTIFICATION
      OF PRINCIPAL FINANCIAL OFFICER**


**Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002**





I,
      John
      M. Hickey, certify that:





(1) I
      have
      reviewed this quarterly report on Form 10-QSB of Apex Resources Group, Inc.,
      (the “Company”);





(2) Based
      on
      my knowledge, this quarterly 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 quarterly report;





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





(4) The
      Company’s other certifying officers 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 Company 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 Company, including its consolidated subsidiary,
      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 Company’s disclosure controls 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 quarterly report based
      on
      such evaluation; and





(c) Disclosed
      in this quarterly report any change in the Company’s internal controls over
      financial reporting that occurred during the Company’s most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the Company’s internal controls over financial reporting; and





(5) The
      Company’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the Company’s
      auditors and the audit committee of the Company’s board of directors (or persons
      fulfilling the equivalent function):
















(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 Company’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 Company’s internal controls over financial
      reporting.











Date:
                March 15, 2006
            By:
            /s/
                John M.
                HickeyJohn
                M. Hickey,
                Principal Financial Officer