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      December  31, 2003
                               ----------------------------

(  )     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;  46,917,860  shares  outstanding  as of
December 31, 2003.






<PAGE>




                                      INDEX


                                                                           Page
                                                                          Number
PART I.

ITEM 1.    Financial Statements (unaudited)..................................3

           Balance Sheet
             December 31, 2003 and June 30, 2003.............................4

           Statements of Operations
             Three months ended December 31, 2003  and  2002
             and the period  January 27, 1984 to December 31, 2003...........5

           Statements of Cash Flows
              Three months ended December 31, 2003 and  2002
              and the period  January 27, 1984 to December 31, 2003 .........6

           Notes to Financial Statements.....................................10

ITEM 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations...................15

ITEM 3.    Controls and Procedures ..........................................17

PART II

ITEM 6.    Exhibits and Reports on Form 8-K .................................18

           Signatures........................................................19


                                        2



<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  sheet  of  Apex  Resources  Group,  Inc.,
(development  stage  company) at December  31, 2003 and June 30,  2003,  and the
statements of operations  and cash flows for the three months ended December 31,
2003 and 2002 and the period  January 27, 1984 (date of  inception)  to December
31, 2003,  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  December 31, 2003,  are not
necessarily  indicative  of the results that can be expected for the year ending
June 30, 2004.










                                        3


<PAGE>
<TABLE>
<CAPTION>

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

                                         ASSETS
                                                            Dec 31, 2003   Jun 30, 2003
<S>                                                         <C>            <C>

CURRENT ASSETS
   Cash                                                      $    18,102    $    14,259
                                                             -----------    -----------
       Total Current Assets                                       18,102         14,259
                                                             -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation                                                240,997        221,597
                                                             -----------    -----------

OTHER ASSETS
    Accounts receivable - affiliates                             142,561         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
                                                             -----------    -----------
                                                                 342,491        292,492
                                                             -----------    -----------
                                                             $   601,590    $   528,348
                                                             ===========    ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Note payable - current portion                                 3,067           --
   Accounts payable                                          $    29,787    $    26,059
    Accounts payable - related parties                            18,464        102,563
                                                             -----------    -----------
       Total Current Liabilities                                  51,318        128,622
                                                             -----------    -----------

NOTE PAYABLE - net of current portion                             18,893           --
                                                             -----------    -----------

STOCKHOLDERS' EQUITY
   Common stock
        400,000,000 shares authorized, at $.001 par value;
        46,917,860 issued and outstanding on Dec 31, 2003         46,918         34,222
    Capital in excess of par value                             7,703,042      7,359,868
    Deficit accumulated during the development stage          (7,218,581)    (6,994,364)
                                                             -----------    -----------
       Total Stockholders' Equity                                531,379        399,726
                                                             -----------    -----------
                                                             $   601,590    $   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 Six Months Ended December 31, 2003 and
                2002 and the Period January 27, 1984 (date of inception) to December 31, 2003


                                         Three Months                                           Six Months
                                       Dec            Dec            Dec            Dec       Jan 27, 1984 to
                                       2003           2002           2003           2002        Dec 31, 2003
                                    -----------    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>            <C>
REVENUES

   Rents and interest               $     1,317    $     4,553    $     2,789    $     8,813    $   326,822
                                    -----------    -----------    -----------    -----------    -----------

EXPENSES

   Exploration, development
    and promotion                       148,794        168,560        213,006        353,455      8,786,115
  Depreciation                            7,000          9,500         14,000         19,000        114,043
                                    -----------    -----------    -----------    -----------    -----------
                                        155,794        178,060        227,006        372,455      8,900,158
                                    -----------    -----------    -----------    -----------    -----------

NET LOSS - before other
                     income            (154,477)      (173,507)      (224,217)      (363,642)    (8,573,336)

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


NET LOSS                            $  (154,477)   $  (173,507)   $  (224,217)   $  (363,642)   $(7,218,581)
                                    ===========    ===========    ===========    ===========    ===========



LOSS PER COMMON SHARE

       Basic                        $      --      $      (.01)   $      (.01)   $      (.01)
                                    -----------    -----------    -----------    -----------



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

          Basic                          42,685         34,222         36,338         34,222
                                    -----------    -----------    -----------    -----------







                             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 December 31, 2003
------------------------------------------------------------------------------------------------------------------------------

                                                                                              Capital in
                                                            Common Stock                       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

<PAGE>


                                                  APEX RESOURCES GROUP, INC.
                                                 ( Development Stage Company)
                                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
                               Period January 27, 1984 (Date of Inception) to December 31, 2003
------------------------------------------------------------------------------------------------------------------------------

                                                                                               Capital in
                                                             Common Stock                      Excess of           Accumulated
                                                     Shares                  Amount            Par Value             Deficit
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                 7,096              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                    -
Net loss from operations for the six
   months ended December 31, 2003                          -                      -                    -             (224,217)

Balance December  31, 2003                         46,917,860              $ 46,918          $ 7,703,042        $ ( 7,218,581)
                                                   ==========                ======            =========           ==========




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




                                                               7


<PAGE>


                                      APEX RESOURCES GROUP, INC.
                                     ( Development Stage Company)
                                       STATEMENTS OF CASH FLOWS
                     For the Six Months Ended December 31, 2003 and 2002 and the
                   Period January 27, 1984 (Date of Inception) to December 31, 2003
-----------------------------------------------------------------------------------------------------

                                                                                    January 27, 1984
                                                          Dec            Dec       (Date of Inception)
                                                          2003           2002        to Dec 31, 2003
                                                       -----------    -----------    --------------
CASH FLOWS FROM OPERATING
   ACTIVITIES

   Net profit (loss)                                   $  (224,217)   $  (363,642)   $   (7,218,581)
    Adjustments to reconcile net loss
       to net cash provided by operating
       activities
           Valuation of investments                           --             --               2,640
          Depreciation                                      14,000         19,000           114,043
           Common capital stock issued
              for services & expenses                       84,000           --           4,789,737
           Gain from sale of assets                           --             --          (1,354,755)
          (Increase) decrease in accounts receivable       (49,999)       205,312          (142,561)
           (Increase) decrease in advance deposits            --           38,664              --
            Increase (decrease) in liabilities             132,499        (14,535)          282,037
                                                       -----------    -----------    --------------
             Net Cash Used By Operations                   (43,717)      (115,201)       (3,527,440)
                                                       -----------    -----------    --------------

CASH FLOWS FROM INVESTING
   ACTIVITIES
    Purchase of other assets                                  --             --              (9,645)
   Purchase of property & equipment                        (24,400)          --            (346,040)
   Purchase of  oil & gas leases                              --             --            (523,019)
    Net sales of assets                                       --             --           1,638,159
                                                       -----------    -----------    --------------
                                                           (24,400)          --             759,455
                                                       -----------    -----------    --------------
CASH FLOWS FROM FINANCING
   ACTIVITIES
   Increase in note payable                                 21,960           --              21,960
   Net proceeds from sale of capital stock                  50,000         10,000         2,764,127
                                                       -----------    -----------    --------------
   Net increase (decrease) in cash                           3,843       (105,201)           18,102

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

   Cash at end of year                                 $    18,102    $   146,797    $       18,102
                                                       ===========    ===========    ==============

                         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 December 31, 2003

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


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 for purchase of land November 17, 2003                    9,000
                                                                          ---------

Issuance of 7,095,666 for payment of debt November 25, 2003                 212,870
                                                                          ---------

Issuance of 2,800,000 for services and expenses November 25, 2003            84,000
                                                                          ---------







                                        9

</TABLE>
<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003
--------------------------------------------------------------------------------


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. The Company has not engaged in any mineral claims
explorations.

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                                                   33,400
             Office equipment                                      128,413
             Residential rentals                                   164,511
             Less  accumulated depreciation                        (85,327)
                                                                  ---------
                                                                   240,997
                                                                  =========

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)
                                December 31, 2003
--------------------------------------------------------------------------------


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)
                                December 31, 2003
--------------------------------------------------------------------------------


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 September 30, 2003,  the Company had a net operating loss available for carry
forward of $7,218,581. The tax benefit of approximately $2,165,000 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 2023.

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

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

Statement of Cash Flows
-----------------------

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid  investments  with a maturity of three  months or less to be cash
equivalents.

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

The company expenses advertising and market development costs as incurred.




                                       12


<PAGE>


                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2003
--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 plans to develop  the area  until a pipeline  is built to
transport the gas.




                                       13


<PAGE>

                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2003
--------------------------------------------------------------------------------


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.

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 though 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  December  31,  2003 the  Company  issued  10,195,666
restricted  common shares of its capital stock for services,  expenses,  and the
purchase of land, and 2,500,000  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 have made demand, no interest loans
to the Company of $18,464.  The Company has made no  interest,  demand  loans to
affiliates  of $142,561.  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.




                                       14


<PAGE>


                           APEX RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2003
--------------------------------------------------------------------------------


8.  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.

9.  CONTINUING  LIABILITIES

The Company is obligated under a three year lease for office space,  starting in
March 2001 through February 2004 at $2,545Cn per month.


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

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

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


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.  Near the end of the quarter,  the Company  learned that well #1 of
the Bastian Bay State Lease 16152 at Plaquemines Parish,  Louisiana was expected
to begin  production  during  the  upcoming  quarter.  Apex has a 6.25%  working
interest  in this well and hopes that  production  will lead to a steady  income
stream for the Company in the  upcoming  quarters.  On September  30, 2003,  the
Company also entered into a  Participation  Agreement  with PB Energy USA, Inc.,
acquiring  1.875%  participating  working interest in an oil and gas prospect on
certain prospect lands located in Goliad County, Texas, for $7,500. At this time
it is anticipated that drilling on this prospect will commence in March 2004.

        During the quarter  ended  December  31,  2003,  the  Company  purchased
approximately  37 acres of real  property  at the  Woodland  Valley  Ranch.  The
Woodland Valley Ranch is located  approximately 15 miles northeast of St. Johns,
Arizona.  The purchase price of the property was $24,400.  The Company  financed
the purchase of the property.

        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."


                                       15


<PAGE>


Liquidity and Capital Resources

        During the quarter  ended  December  31,  2003,  the Company  funded its
operations  primarily from the sale of Company  securities.  During the quarter,
the Company reduced its accounts payable to related parties by issuing 7,095,666
shares of its  common  stock in  satisfaction  of debts  owing of  approximately
$212,870.  On December  31, 2003,  the Company had cash on hand of $18,102.  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.

        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 December 31, 2003 and the quarter ended
December 31, 2002

        The Company  sustained a net  operating  loss of $154,477 in the quarter
ended  December 31, 2003,  compared to a loss of $173,507 for the quarter  ended
December 31, 2002. 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              $148,794            $168,560
and promotion
Depreciation                             7,000               9,500


        The decrease in  operating  expenses in the quarter  ended  December 31,
2003,  compared to the same period of 2002 was primarily the result of decreased
exploration,  development and promotional activity by the Company in the quarter
ended December 31, 2003, because of a lack of funds to pursue these activities.

        Revenue  from  rents and  interest  decreased  from  $4,553 in the three
months ended  December 31, 2002 to $1,317 in the three months ended December 31,
2003.



                                       16


<PAGE>


       Comparison of the six months ended December 31, 2003 and six months ended
December 31, 2002.

       The Company  sustained  a net  operating  loss of  $224,217  for the six
months ended  December  31, 2003,  compared to a loss of $363,642 for six months
ended  December  31, 2002.  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                  $213,006                 $353,455
and promotion
Depreciation                                14,000                   19,000


        The decrease in operating  expenses during the six months ended December
31,  2003,  compared  to the same  period of 2002 was  primarily  the  result of
decreased  exploration,  development and promotional  activity by the Company in
the six months ended  December 31, 2003,  due to a lack of funds to pursue these
activities.

        Revenue from rents and interest  decreased from $8,813 in the six months
ended December 31, 2002 to $2,789 in the six months ended December 31, 2003.


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

ITEM 3. CONTROLS AND PROCEDURES

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


        (a)  Evaluation of  Disclosure  Controls and  Procedures.  The Company's
Chief Executive Officer and Chief 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  Chief  Executive  Officer and Chief
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.


                                       17



<PAGE>

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

                           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 September 30, 2003.

        On November 17,  2003,  the Company  issued  300,000  restricted  common
shares to purchase  certain  real  property in the State of Arizona.  The shares
were valued at $.03 per share. The shares were issued without registration under
the  Securities  Act of 1933 in reliance  upon an  exemption  from  registration
provided by Section 4(2) of the Securities Act.

        On November 25, 2003, the Company  issued  7,095,666  restricted  common
shares to Manhattan  Communications and Computer Wizards Consulting,  affiliates
of the Company through common officers and/or directors, in satisfaction of debt
owed in the amount of  approximately  $212,870.  The shares were issued  without
registration under the Securities Act of 1933 in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act.

        Also on November  25,  2003,  the Company  issued  2,800,000  restricted
common  shares to four  individuals,  including  Mr. John Hickey,  the Company's
Secretary  and a Director,  for  services  rendered to the Company and  expenses
incurred on the  Company's  behalf.  These shares were valued at $.03 per share.
These shares were issued  pursuant to Regulation S promulgated by the Securities
and Exchange Commission under the Securities Act of 1933.

        On December 10, 2003, the Company  issued  2,500,000  restricted  common
shares  to three  individuals  for  $50,000.  The  shares  were  issued  without
registration under the Securities Act of 1933 in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act.


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

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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


        (a)  Reports on Form 8-K.

                     None.

        (b)  Exhibits.

                     31.1     Certification of Principal Executive Officer
                     31.2     Certification of Principal Financial Officer
                     32.1     Certification pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002

                                       18


<PAGE>


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

                                   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: February 16, 2004                     By:/s/ John R. Rask
                                               ---------------------------------
                                                  John R. Rask, President



Date: February 16, 2004                     By:/s/ John M. Hickey
                                               ---------------------------------
                                                 John M. Hickey, Secretary




                                       19