UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-QSB

(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended        March 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                 0-11695
                       -------------------------------------------------


                           APEX RESOURCES GROUP, INC.
       -------------------------------------------------------------------
                      formerly Ambra Resources Group, Inc.
               (Exact name of registrant as specified in charter)

           UTAH                                                87-0403828
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

136 East South Temple, Suite 1600, Salt Lake City, Utah           84111
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

                                 (801) 363-2599
        -----------------------------------------------------------------
               Registrant's telephone number, including area code


         Indicate by check mark whether the registrant (1) has 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),  Yes [x ] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]


         State  the  number  of shares  outstanding  of each of the  registrants
classes of common equity, as of the latest practicable date.

         Common stock,  par value $.001;  50,287,335  shares  outstanding  as of
April 20, 2004.


                                                         1

<PAGE>

                                      INDEX


                                                                          Page
                                                                          Number
PART I.

ITEM 1.     Financial Statements (unaudited)..................................

            Balance Sheets
              March 31, 2004 and June 30, 2003................................

            Statements of Operations
              Three and nine months ended March 31, 2004 and 2003.............
              and the period January 27, 1984 to March 31, 2004

            Statement of Changes in Stockholders' Equity......................
              Period from January 27, 1984 to March 31, 2004

            Statements of Cash Flows
               Nine months ended March 31, 2004 and  2003.....................
               and the period  January 27, 1984 to March 31, 2004

            Notes to Financial Statements.....................................

ITEM 2.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations...................

ITEM 3.     Controls and Procedures ..........................................

PART II

ITEM 2.     Changes in Securities

ITEM 6.     Exhibits and Reports on Form 8-K .................................

            Signatures........................................................




<PAGE>


--------------------------------------------------------------------------------

                         PART I - FINANCIAL INFORMATION

--------------------------------------------------------------------------------


     This filing contains certain forward-looking  statements within the meaning
of the Private  Securities  Litigation  Reform Act of 1995. For this purpose any
statements  contained  herein that are not statements of historical  fact may be
deemed to be forward-looking  statements.  Without limiting the foregoing, words
such  as  "may,"  "will,"  "expect,"  "believe,"   anticipate,"   "estimate"  or
"continue" or comparable  terminology  are intended to identify  forward-looking
statements.  These  statements  by their nature  involve  substantial  risks and
uncertainty,  and actual results may differ materially depending on a variety of
factors,  many of which are not  within the  Company's  control.  These  factors
include  but  are  not  limited  to  economic  conditions  generally  and in the
industries  in which the  Company  and its  customers  participate;  competition
within  the  Company's   industry,   including   competition  from  much  larger
competitors;  technological  advances which could render the Company's  products
less competitive or obsolete; failure by the Company to successfully develop new
products or to anticipate current or prospective customers' product needs; price
increase or supply  limitations for components  purchased by the Company for use
in its products; and delays,  reductions,  or cancellations of orders previously
placed with the Company.

--------------------------------------------------------------------------------

                          ITEM 1. FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


     The  accompanying   balance  sheets  of  Apex  Resources  Group,   Inc.,  (
development  stage  company) at March 31, 2004 and June 30, 2003, the statements
of operations  and cash flows for the three and nine months ended March 31, 2004
and 2003 and the period  January 27, 1984 (date of  inception) to March 31, 2004
and the statement of  stockholders'  equity for the period from January 27, 1984
to March 31, 2004, have been prepared by the Company's  management in conformity
with accounting  principles  generally accepted in the United States of America.
In the opinion of management,  all adjustments  considered  necessary for a fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

     Operating results for the quarter ended March 31, 2004, are not necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2004.






<PAGE>
<TABLE>
<CAPTION>

                               APEX RESOURCES GROUP, INC.
                              ( Development Stage Company)
                                     BALANCE SHEETS
                            March 31, 2004 and June 30, 2003
-----------------------------------------------------------------------------------------

                                         ASSETS
                                                             Mar 31, 2004   Jun 30, 2003
<S>                                                          <C>            <C>
CURRENT ASSETS
   Cash                                                      $    14,733    $    14,259
                                                             -----------    -----------
       Total Current Assets                                       14,733         14,259
                                                             -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation                                                289,797        221,597
                                                             -----------    -----------

OTHER ASSETS
    Accounts receivable - affiliates                             147,200         92,562
   Oil leases - note 3                                            67,913         67,913
    Joint venture interest - note 4                              125,012        125,012
    Other investments                                              7,005          7,005
                                                             -----------    -----------
                                                                 347,130        292,492
                                                             -----------    -----------
                                                             $   651,660    $   528,348
                                                             ===========    ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Note payable - current portion                           $     9,307    $      --
   Accounts payable                                               30,772         26,059
    Accounts payable - related parties                            38,094        102,563
                                                             -----------    -----------
       Total Current Liabilities                                  78,173        128,622
                                                             -----------    -----------

NOTE PAYABLE - net of current portion                             58,443           --
                                                             -----------    -----------

STOCKHOLDERS' EQUITY
   Common stock
        400,000,000 shares authorized, at $.001 par value;
        49,787,335 issued and outstanding on Mar 31, 2004         49,787         34,222
    Capital in excess of par value                             7,770,713      7,359,868
    Deficit accumulated during the development stage          (7,305,456)    (6,994,364)
                                                             -----------    -----------
       Total Stockholders' Equity                                515,044        399,726
                                                             -----------    -----------
                                                             $   651,660    $   528,348
                                                             ===========    ===========

       The accompanying notes are an integral part of these financial statements.


                                           4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                         APEX RESOURCES GROUP, INC.
                                        ( Development Stage Company)
                                          STATEMENTS OF OPERATIONS
                            Forthe Three and Nine Months Ended March 31, 2004 and
                 2003 and the Period January 27, 1984 (date of inception) to March 31, 2004


                                         Three Months                   Nine Months
                                    -------------------------     --------------------------
                                       Mar             Mar            Mar             Mar      Jan 27, 1984 to
                                       2004            2003           2004           2003       Mar 31, 2004
                                    -----------    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>           <C>             <C>
REVENUES

   Rents and interest               $     1,128    $       995    $     3,917    $    10,467    $   327,950
                                    -----------    -----------    -----------    -----------    -----------

EXPENSES

   Exploration, development
    and promotion                        81,003        118,968        294,009        473,082      8,867,118
  Depreciation                            7,000          9,500         21,000         28,500        121,043
                                    -----------    -----------    -----------    -----------    -----------
                                         88,003        128,468        315,009        501,582      8,988,161
                                    -----------    -----------    -----------    -----------    -----------

NET LOSS - before other
                     income             (86,875)      (127,473)      (311,092)      (491,115)    (8,660,211)

  Gain on sale of assets                   --             --             --             --        1,354,755
                                    -----------    -----------    -----------    -----------    -----------


NET LOSS                            $   (86,875)   $  (127,473)   $  (311,092)   $  (491,115)   $(7,305,456)
                                    ===========    ===========    ===========    ===========    ===========



LOSS PER COMMON SHARE

       Basic and diluted            $      --     $      (.02)   $      (.01)   $      (.06)
                                    -----------    -----------    -----------    -----------



AVERAGE OUTSTANDING
     SHARES - (stated in 1,000's)

          Basic                          42,685          8,012         36,338          8,012
                                    -----------    -----------    -----------    -----------




                 The accompanying notes are an integral part of these financial statements.

                                                      5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     APEX RESOURCES GROUP, INC.
                                    ( Development Stage Company)
                            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   Period January 27, 1984 (Date of Inception) to March 31, 2004
--------------------------------------------------------------------------------------------------

                                                 Common Stock          Capital in
                                            -----------------------    Excess of     Accumulated
                                              Shares       Amount      Par Value       Deficit
                                            ---------   -----------   ------------  ------------
<S>                                        <C>          <C>           <C>           <C>
Balance January 27, 1984
      (Date of Inception)                        --     $      --     $      --     $      --
Issuance of common stock from inception
   to June 30, 1998                         1,610,838         1,611     2,120,660
Net income from operations
   for the period ended June 30, 1984            --            --            --           3,048
Net loss from operations
   for the year ended June 30, 1985              --            --            --         (44,556)
Net income from operations
   for the year ended June 30, 1986              --            --            --          18,018
Net loss from operations
   for the year ended June 30, 1987              --            --            --          (9,248)
Net income from operations
   for the year ended June 30, 1988              --            --            --          15,828
Net loss from operations
   for the year ended June 30, 1989              --            --            --         (22,000)
Capital contribution - expenses                  --            --             752          --
Net loss from operations
   for the year ended June 30, 1993              --            --            --          (9,752)
Net loss from operations
   for the year ended June 30, 1994              --            --            --         (82,277)
Net loss from operations
   for the year ended June 30, 1995              --            --            --        (115,762)
Net loss from operations for
   the year ended June 30, 1996                  --            --            --        (269,717)
Net loss from operations for the
   year ended June 31, 1997                      --            --            --        (515,238)
Net loss from operations  for the year
    ended  June 30, 1998                         --            --            --        (648,722)
Issuance of common stock for the
   year ended June 30, 1999                 1,943,798         1,944     1,344,079          --
Net loss from operations for the year
   ended June 30, 1999                           --            --            --      (1,607,517)
Issuance of common stock for the
   year ended June 30, 2000                 3,318,058         3,318     2,948,196          --
Net loss from operations for the year
   ended June 30, 2000                           --            --            --      (1,029,239)

Balance June 30, 2000                       6,872,694         6,873     6,413,687    (4,317,134)

             The accompanying notes are an integral part of these financial statements.

                                                 6

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                APEX RESOURCES GROUP, INC.
                               ( Development Stage Company)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
               Period January 27, 1984 (Date of Inception) to March 31, 2004
--------------------------------------------------------------------------------------------

                                                                                 Capital in
                                                Common Stock         Excess of   Accumulated
                                            Shares       Amount      Par Value     Deficit
                                          ----------   ----------   ----------   ----------
<S>                                       <C>          <C>          <C>          <C>
Issuance of common  stock for
   the year ended June 30, 2001            1,034,500        1,034      778,467         --
Net loss from operations for the year
 ended June 30, 2001                            --           --           --       (807,576)
Issuance of common stock for services &
    expenses  - August 31, 2001              105,000          105       62,894         --
Net loss from operations for the year
    ended June 30, 2002                         --           --           --     (1,216,953)
Issuance of common stock for services
   at $.001 - April 14, 2003               6,380,000        6,380         --           --
Issuance of common stock for cash
   at $.001 - April & June 2003           15,650,000       15,650         --           --
Issuance of common stock for services
   at $.01 - June 3, 2003                  2,500,000        2,500       22,500         --
Issuance of common stock for services
   at $.05 - June 30, 2003                 1,680,000        1,680       82,320         --
Net loss from operations for the year
   ended June 30, 2003                          --           --           --       (652,701)

Balance June 30, 2003                     34,222,194       34,222    7,359,868   (6,994,364)

Issuance of common stock for purchase
  of land at $.03 - Nov 17, 2003             300,000          300        8,700         --
Issuance of common stock for payment
  of debt at $.03 - Nov 25, 2003           7,095,666        7,095      205,774         --
Issuance of common stock for services
  and expenses at $.03 - Nov 25, 2003      2,800,000        2,800       81,200         --
Issuance of common stock for cash
  at $.02 - Dec 10, 2003                   2,500,000        2,500       47,500         --
Issuance of common stock for cash
 at $.015 to $.04 - Jan & Feb 2004         2,501,820        2,502       49,657         --
Issuance of common stock for services
   at $.05 - March 2004                      367,655          368       18,014         --
Net loss from operations for the nine
   months ended March 31, 2004                  --           --           --       (311,092)
                                          ----------   ----------   ----------   ----------

Balance March  31, 2004                   49,787,335   $   49,787   $7,770,713   $ ( 7,305,456)
                                          ==========   ==========   ==========   ==========

        The accompanying notes are an integral part of these financial statements.

                                             7
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                      APEX RESOURCES GROUP, INC.
                                     ( Development Stage Company)
                                       STATEMENTS OF CASH FLOWS
                       For the Nine Months Ended March 31, 2004 and 2003 and the
                     Period January 27, 1984 (Date of Inception) to March 31, 2004
-----------------------------------------------------------------------------------------------------

                                                                                     January 27, 1984
                                                           Mar           Mar       (Date of Inception)
                                                          2004           2003        to Mar 31, 2004
                                                       -----------    -----------    ---------------
<S>                                                    <C>            <C>           <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES

   Net profit (loss)                                   $  (311,092)   $  (491,115)   $    (7,305,456)
    Adjustments to reconcile net loss
       to net cash provided by operating
       activities
           Valuation of investments                           --             --                2,640
          Depreciation                                      21,000         28,500            121,043
           Common capital stock issued
              for services & expenses                      102,382           --            4,808,119
           Gain from sale of assets                           --             --           (1,354,755)
          (Increase) decrease in accounts receivable       (54,638)       195,312           (147,200)
           (Increase) decrease in advance deposits            --           38,664               --
            Increase (decrease) in liabilities             153,724        (14,510)           303,262
                                                       -----------    -----------    ---------------
             Net Cash Used By Operations                   (88,624)      (243,149)        (3,572,347)
                                                       -----------    -----------    ---------------

CASH FLOWS FROM INVESTING
   ACTIVITIES
    Purchase of other assets                                  --           (2,500)            (9,645)
   Purchase of property & equipment                        (35,020)          --             (356,660)
   Purchase of  oil & gas leases                              --             --             (523,019)
    Net sales of assets                                       --             --            1,638,159
                                                       -----------    -----------    ---------------
                                                           (35,020)        (2,500)           748,835
                                                       -----------    -----------    ---------------
CASH FLOWS FROM FINANCING
   ACTIVITIES
   Increase in note payable                                 21,960           --               21,960
   Net proceeds from sale of capital stock                 102,158         10,000          2,816,285
                                                       -----------    -----------    ---------------
                                                           124,118         10,000          2,838,245
                                                       -----------    -----------    ---------------
   Net increase (decrease) in cash                             474       (235,649)            14,733

   Cash at beginning of year                                14,259        251,998               --
                                                       -----------    -----------    ---------------

   Cash at end of year                                 $    14,733    $    16,349    $        14,733
                                                       ===========    ===========    ===============

              The accompanying notes are an integral part of these financial statements.

                                                   8

<PAGE>


                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                             STATEMENT OF CASH FLOWS
 (Continued) For the Period January 27, 1984 (Date of Inception) to Mar 31, 2004

-------------------------------------------------------------------------------------------


SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIES

Issuance of 1,154,073 common shares for assets, services and expenses -
    from inception to June 30, 1998                                            $ 1,500,765
                                                                                 ---------
Issuance of 1,549,875 common shares for assets, services and expenses -
   for the year ended June 30,  1999                                             1,157,000
                                                                                 ---------
Issuance of 1,242,781 common shares for assets, services and expenses -
   for the year ended June 30, 2000                                              1,240,093
                                                                                 ---------
Issuance of 784,500 common shares for services and expenses -
   for the year ended June 30,  2001                                               629,500
                                                                                 ---------
Issuance of 105,000 common shares for services and expenses -
   for the year ended June 30,  2002                                                62,999
                                                                                 ---------
Issuance of 10,560,000 common shares for services and expenses -
   for the year ended June 30,  2003                                               115,380
                                                                                 ---------
Issuance of 300,000 common shares for purchase of land November 17, 2003             9,000
                                                                                 ---------
Issuance of 7,095,666 common shares for payment of debt November 25, 2003          212,870
                                                                                 ---------
Issuance of 2,800,000 common shares for services and expenses November 25, 2003     84,000
                                                                                 ---------
Issuance of 367,655 common shares for services March 24, 2004                       18,382
                                                                                 ---------



</TABLE>

                                       9
<PAGE>


                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
--------------------------------------------------------------------------------


1.  ORGANIZATION

The  Company  was  incorporated  in the State of Utah on January  27,  1984 with
authorized  capital stock of 50,000,000  shares at a par value of $0.001. On May
17, 1999 the authorized was increased to 100,000,000 shares and on March 3, 2000
the authorized was increased to 400,000,000  shares with the same par value.  On
March 26, 2003 the name of the Company was changed from "Ambra  Resources Group,
Inc. to "Apex Resources Group, Inc."

The  Company has been in the  development  stage  since  inception  and has been
engaged in the business of the acquisition of mining and oil property  interests
and other business activities.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted any policy regarding payment of dividends.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid  instruments  purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.

Property and Equipment
----------------------

The Company's property and equipment consists of the following:

                   Land                               89,200
                   Office equipment                  128,413
                   Residential rentals               164,511
                   Less  accumulated depreciation    (92,327)
                                                    --------
                                                     289,797
                                                    --------

Office  equipment is depreciated on the straight line method over five and seven
years and the  residential  rentals are  depreciated on the straight line method
over forty years.

                                       10


<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 2004
--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.

Capitalization of  Mining Claim Costs
-------------------------------------

Costs of acquisition,  exploration,  carrying, and retaining unproven properties
are expensed as incurred.  Costs  incurred in proving and  developing a property
ready for production are  capitalized and amortized over the life of the mineral
deposit or over a shorter  period if the property is shown to have an impairment
in value.  Expenditures  for mine equipment are capitalized and depreciated over
their useful lives.

Capitalization of  Oil  Leases  Costs
-------------------------------------

The Company uses the successful  efforts cost method for recording its oil lease
interests, which provides for capitalizing the purchase price of the project and
the additional  costs directly  related to proving the properties and amortizing
these  amounts over the life of the reserve when  operations  begin or a shorter
period if the property is shown to have an  impairment in value or expensing the
remaining  balance if it is proven to be of no value.  Expenditures for oil well
equipment are capitalized and depreciated over their useful lives.

Environmental Requirements
--------------------------

At the report  date  environmental  requirements  related to the  mineral  claim
interests  acquired  are  unknown and  therefore  an estimate of any future cost
cannot be made.

Foreign Currency Translation
----------------------------

Part of the  transactions of the Company were completed in Canadian  dollars and
have been  translated to US dollars as incurred,  at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
US dollars are considered to be the functional currency.

                                       11


<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 2004
--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments
---------------------

The  carrying  amounts  of  financial  instruments,   including  cash,  accounts
receivable  due  from  affiliates,  and  accounts  payable,  are  considered  by
management to be their estimated fair values.

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is recorded,  when it is more likely than not, that such tax
benefits will not be realized.

At March 31, 2004,  the Company had a net  operating  loss  available  for carry
forward of $7,305,456. The tax benefit of approximately $2,200,000 from the loss
carry  forward has been fully offset by a valuation  reserve  because the use of
the future tax benefit is doubtful  because the Company is unable to establish a
predictable projection of operating profits for future years.

The net  operating  loss  carryovers  will  expire  beginning  in the years 2004
through 2024.

Revenue Recognition
-------------------

Revenue is recognized on the sale and transfer of properties or services and the
receipt other sources of income.

Advertising and Market Development
----------------------------------

The Company expenses advertising and market development costs as incurred.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

                                       12


<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 2004
--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk
----------------------------

Financial  instruments  that  potentially  subject  the  Company to  significant
concentration of credit risk consists primarily of cash and account receivables.
Cash balances are  maintained  in accounts  that are not  federally  insured for
amounts  over  $100,000  but are other wise in  financial  institutions  of high
credit quality.  Accounts receivable are unsecured however management  considers
them to be currently collectable.

Other Recent Accounting Pronouncements
--------------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements to have any material impact on its financial statements.

3.  OIL LEASES - BEAUFORT  SEA  PROJECT

On June 9, 1997 the Company purchased a 3.745% working interest, for $67,913, in
the  Beaufort Sea well Esso Pex Home et al Itiyok I-27  consisting  of 640 acres
and is located at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27,
28, and 37,  License  No.  55,  dated  April 22,  1987.  During  1982 and 1983 a
consortium of companies  participated in the drilling,  casing,  and testing the
area to a depth of  12,980  feet.  A  review  of the  well  data and  geological
prognosis  indicates that the area would contain proven recoverable gas reserves
of 108 Bscf and proven recoverable oil reserves of 8,976 MSTB.

The  lease is  shown at cost,  which  is  considered  by  management,  to be its
estimated fair value.

The other  partners  in the  project are  controlled  by Exxon Oil  Corporation,
however  there are no  immediate  plans to develop  the area until a pipeline is
completed.

4.  JOINT  VENTURE  INTEREST

During July 2001 the Company  purchased a one half  participation  interest in a
joint venture  covering the "Hughes  Prospect Lease Bank Agreement" for $175,290
which consists of 4,219 acres of oil and gas leases located in Robertson County,
Texas in which the joint venture  participants  are  marketing  the leases.  The
Company has  received  $50,278 as its share of the on- going sale of the leases,
which has been recorded as a reduction of the cost of the joint venture.  A gain
or loss cannot be determined until the balance of the leases have been sold.

                                       13


<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 2004
--------------------------------------------------------------------------------


5.  MINING CLAIMS

On June 20, 1994 the Company  purchased  six  unproven  mineral  claims,  from a
related  party,  and are  identified  as  Marathon,  Marathon 1 and  Marathon 2,
Krystal Ann 1, Krystal Ann 2 and Krystal Ann 3. The Marathon  claims  contain 32
units and expire in February  2006 and the Krystal  claims  contain 28 units and
expire in May 2006. The Claims are located near Cowichan Lake in the Province of
British Columbia, Canada. The claims are located within the Sicker Volcanic Belt
on Vancouver Island in an active gold mining area and are current through 2005.

The claims have not been proven to have a  commercially  minable ore reserve and
therefore  all costs for  acquisition  and retaining  the  properties  have been
expensed.

6.  ISSUANCE OF COMMON CAPITAL STOCK

During the quarter ended March 31, 2004 the Company  issued  367,655  restricted
common shares of its capital stock for services and 2,501,820  restricted common
shares for cash,  as  outlined  in the  statement  of  changes in  stockholders'
equity.

On March 26, 2003 the Company  completed a reverse  stock split of one share for
20 shares of outstanding stock.

This report has been prepared showing post split shares from inception.

7.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors  and  their  controlled  entities  have  acquired  36% of the
outstanding  common stock of the Company and they have made demand,  no interest
loans to the Company of $38,094.

The Company has made no interest,  demand loans to affiliates  of $147,200.  The
affiliations  resulted  through  common  officers  between  the  company and its
affiliates,  and the  Company  owns 15% of the  outstanding  stock of one of the
affiliates.

8.  LONG TERM NOTES PAYABLE

The Company is obligated under two installment  sales contracts for the purchase
of land.  The payments due,  under the  contracts,  are 180 monthly  payments of
$776, including interest of 11%.

                                       14



<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                 March 31, 2004
--------------------------------------------------------------------------------


9.  GOING CONCERN

The Company will need additional working capital for its future planned activity
and to service its debt,  which  raises  substantial  doubt about its ability to
continue as a going concern.  Continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort.  The  management  of the  Company has  developed  a  strategy,  which it
believes will accomplish this objective,  through  additional  short term loans,
and equity  funding,  which will  enable the  Company to operate  for the coming
year.


--------------------------------------------------------------------------------

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

--------------------------------------------------------------------------------


   This  Form  10-QSB  contains  certain  forward-looking  statements.  For this
purpose any statements  contained in this Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing,  words such as "may," "will," "expect," "believe,"  "anticipate,"
"estimate"  or "continue"  or  comparable  terminology  are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and  uncertainties.  Actual results may differ  materially  depending on a
variety of factors. For a complete understanding, this Management Discussion and
Analysis should be read in conjunction with Part I- Item 1. Financial Statements
to this Form 10- QSB.

General

     The Company is in the  development  stage and engaged in the acquisition of
interests in gas and oil properties in Texas, and Louisiana,  and other business
interests.  The Company has not been  engaged in the  production  of any gas and
oil. For a detailed  description  of the oil and gas and mineral rights and real
estate holding of the Company, please see the Annual Report of the Company filed
on Form 10-KSB,  and the  subsequent  Quarterly  Reports filed by the Company on
Form 10-QSB.  Following is a brief  description of relevant events that occurred
during the quarter ended March 31, 2004, and subsequent thereto.

     Plaquemines Parish, Louisiana
     -----------------------------


                                       15


<PAGE>



     Subsequent to the end of the quarter,  the Company  learned that well #1 of
the Bastian Bay State Lease 16152 at Plaquemines  Parish,  Louisiana has a leak.
The  operator  believes it will take at least two weeks to locate and repair the
problem.  Once repairs are  completed,  the well will be tested to determine its
production  capacity.  To date, this well has not been put into production.  The
Company owns a 6.25% working interest in this well.

     Manahuilla Creek Field , Texas
     ------------------------------

     The Company  learned  that  drilling of this well was  completed on May 20,
2004.  The Company  anticipates it will take several weeks to complete the well.
Upon completion,  the well will be turned on and flow tested. The Company owns a
1.875% of 75% participating working interest in this gas well.

     Elk Valley Ranch, Arizona
     -------------------------

     In January  2004,  Arizona Land acquired 2  undeveloped  lots,  totaling 73
acres of real property, in Elk Valley Ranch. Elk Valley Ranch is near other lots
the  Company  owns in  Woodland  Valley  Ranch and is about 15 miles east of St.
Johns,  Arizona.  The Company  purchased the lots for $98,715,  including a down
payment of $5,020 and  monthly  payments  of $521 for 180  months.  The  Company
acquired these  properties for investment  purposes and has no present intent to
develop or improve these parcels.

     The Company also owns  approximately  5,600,000 or 14.5% of the outstanding
common shares of Omega Ventures Group, Inc., a corporation whose common stock is
traded on the Over-the-Counter Bulletin Board, stock symbol "OMGV."

Liquidity and Capital Resources

     During the quarter ended March 31, 2004,  the Company funded its operations
primarily from the sale of Company securities.  During the quarter,  the Company
sold  2,501,820  shares of its common stock for $52,158.  On March 31, 2004, the
Company had cash on hand of $14,733.  The Company will need  additional  working
capital for its future  planned  activities and to service its debt. The Company
currently does not have sufficient cash reserves or cash flow from operations to
meet its cash  requirements.  This raises  substantial doubt about the Company's
ability to continue as a going concern.  Continuation  of the Company as a going
concern is dependent upon obtaining  sufficient working capital to be successful
in that  effort.  Management  of the Company has  developed a strategy,  that it
believes will accomplish this objective,  through  additional  short term loans,
and equity funding, which may enable the Company to operate for the coming year.
The  Company,  however,  has no firm  commitments  from any party to  provide it
additional funding.  Without some source of additional funds, it is unlikely the
Company will have  sufficient  funds to continue  operations for the next twelve
months. There is no guarantee the Company will be successful in implementing its
strategy to obtain  sufficient  working  capital to continue  operations for the
next twelve months.


                                       16


<PAGE>


     The Company has plans to further develop its properties, which will require
all of its current working capital.

Results of Operations

     Comparison  of the quarter ended March 31, 2004 and the quarter ended March
31, 2003

     The Company  sustained a net loss of $86,875 in the quarter ended March 31,
2004,  compared to a loss of $127,473 for the quarter ended March 31, 2003. This
decrease in the loss was largely the result of decreases in expenses as shown in
the following comparison of expenses:



                                   March 31, 2004                March  31, 2003
                                   --------------                ---------------

Exploration, development             $ 81,003                         $118,968
and promotion
Depreciation                            7,000                            9,500


     The  decrease in  operating  expenses in the quarter  ended March 31, 2004,
compared  to the same  period of 2003 was  primarily  the  result  of  decreased
exploration,  development and promotional activity by the Company in the quarter
ended March 31, 2004, because of a lack of funds to pursue these activities.

     Revenue  from rents and  interest  increased  to $1,128 in the three months
ended March 31, 2004, compared to $995 in the three months ended March 31, 2003.

     Comparison  of the nine  months  ended  March 31,  2004 and the nine months
ended March 31, 2003.

     The  Company  sustained a net loss of  $311,092  for the nine months  ended
March 31,  2004,  compared to a loss of $491,115 for nine months ended March 31,
2003.  This decrease in the loss was largely the result of decreases in expenses
as shown in the following comparison of expenses:

                                  December 31, 2003      December 31, 2002

Exploration, development              $294,009               $473,082
and promotion
Depreciation                            21,000                 28,500



                                       17



<PAGE>


     The decrease in operating  expenses  during the nine months ended March 31,
2004,  compared to the same period of 2003 was primarily the result of decreased
exploration,  development  and  promotional  activity by the Company in the nine
months ended March 31, 2004, due to a lack of funds to pursue these activities.

     Revenue from rents and interest  decreased  from $10,467 in the nine months
ended March 31, 2004 to $3,917 in the nine months ended March 31, 2003.


--------------------------------------------------------------------------------

                         ITEM 3. CONTROLS AND PROCEDURES

--------------------------------------------------------------------------------


     (a)  Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
Principal  Executive  Officer and Principal  Financial Officer have conducted an
evaluation of the Company's disclosure controls and procedures as of a date (the
"Evaluation  Date") within 90 days before the filing of this  quarterly  report.
Based on  their  evaluation,  the  Company's  Principal  Executive  Officer  and
Principal  Financial  Officer  have  concluded  that  the  Company's  disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified  in the  applicable  Securities  and Exchange
Commission rules and forms.

     (b)  Changes  in  Internal  Controls  and  Procedures.  Subsequent  to  the
Evaluation  Date,  there were no significant  changes in the Company's  internal
controls or in other factors that could significantly affect these controls, nor
were any corrective actions required with regard to significant deficiencies and
material weaknesses.


--------------------------------------------------------------------------------

                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------

         ITEM 2.  CHANGES IN SECURITIES

--------------------------------------------------------------------------------


     No  instruments  defining  the  rights  of  the  holders  of any  class  of
registered securities have been materially modified, limited or qualified during
the quarter ended March 31, 2004.

     The following securities, which are not registered under the Securities Act
of 1933, were issued by the Company during the quarter ended March 31, 2003.



                                       18


<PAGE>


     During the quarter ended March 31, 2004, the Company sold 2,194,320  shares
of its common stock to non United States persons,  including  Company  Secretary
and Director,  John Hickey.  The Company  received  $39,858 from the sale of the
shares.  These  shares were sold  pursuant to  Regulation S  promulgated  by the
Securities and Exchange Commission under the Securities Act of 1933. The Company
did  not  offer  the  securities  to  any  person  in  the  United  States,  any
identifiable  groups of U.S. citizens abroad, or to any U.S. Person as that term
is defined in  Regulation  S. At the time the buy orders  were  originated,  the
Company  reasonably  believed the Buyers were  outside of the United  States and
were not U.S. Persons.  The Company reasonably believed that the transaction had
not been pre-arranged with a buyer in the United States. The Company has not nor
will engage in any "Directed Selling Efforts" and reasonably believes the Buyers
have  not nor  will  engage  in any  "Directed  Selling  Efforts."  The  Company
reasonably  believed the Buyers  purchased the securities for their own accounts
and for investment  purposes and not with the view towards  distribution  or for
the account of a U.S. Person.

     In January  2003,  the Company sold  307,500  shares of  restricted  common
shares to Company President and Director, John Rask for $12,300. The shares were
issued without  registration  under the Securities Act of 1933 in reliance on an
exemption from registration  provided by Section 4(2) of the Securities Act, and
from similar  applicable state securities laws, rules and regulations  exempting
the offer and sale of these securities by available state exemptions. No general
solicitation was made in connection with the offer or sale of these securities.

     On March 24, 2004, the Company issued 367,655 restricted common shares to a
consultant  for  consulting  and other  services  provided to the  Company.  The
services rendered to the Company were valued at $18,380.  The shares were issued
without  registration  under  the  Securities  Act of  1933  in  reliance  on an
exemption from registration  provided by Section 4(2) of the Securities Act, and
from similar  applicable state securities laws, rules and regulations  exempting
the offer and sale of these securities by available state exemptions. No general
solicitation was made in connection with the offer or sale of these securities.

     Subsequent  to quarter end, on April 8, 2004,  the Company  issued  500,000
restricted common shares to a consultant for providing public relations services
to the  Company.  The  services  were  valued at $5,000.  The shares were issued
without  registration  under  the  Securities  Act of  1933  in  reliance  on an
exemption from registration  provided by Section 4(2) of the Securities Act, and
from similar  applicable state securities laws, rules and regulations  exempting
the offer and sale of these securities by available state exemptions. No general
solicitation was made in connection with the offer or sale of these securities.


                                                        19

<PAGE>


--------------------------------------------------------------------------------

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

--------------------------------------------------------------------------------


         (a)  Reports on Form 8-K.

        On February 10, 2004, the Company filed a Current Report on Form 8-K, as
amended, disclosing that on or about February 5, 2004, the Company had dismissed
Sellers & Andersen as its  independent.  The dismissal of Sellers & Andersen was
not the result of any  disagreement  between the Company and Sellers & Andersen.
At that  time,  the  Company  also  announced  that  it had  retained  Madsen  &
Associates,  CPAs, Inc., to serve as its independent auditors to replace Sellers
& Andersen.

        (b)  Exhibits.

              31.1       Certification of Principal Executive Officer pursuant
                         to Section 302 of the Sarbanes-Oxley Act of 2002

              31.2       Certification of Principal Financial Officer pursuant
                         to Section 302 of the Sarbanes-Oxley Act of 2002

              32.1       Certification pursuant to Section 906 of the Sarbanes-
                         Oxley Act of 2002


--------------------------------------------------------------------------------

                                   SIGNATURES

--------------------------------------------------------------------------------


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized


                                APEX RESOURCES GROUP, INC.


Date: May 21, 2004              By: /s/ John R. Rask
                                    -----------------------------------
                                      John R. Rask, President and Director



Date: May 21, 2004              By: /s/ John M. Hickey
                                    --------------------------------
                                     John M. Hickey, Secretary and Director

                                       20