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  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM 10-Q  [  ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Quarterly Period Ended December 31, 2007  OR  [ X  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to   _____________  Commission file number:      000-11695  APEX RESOURCES GROUP, INC.  (Exact name of registrant as specified in its charter)  UTAH87-0403828(State or other jurisdiction of incorporation)(IRS Employer Identification No.)  1909 Monroe Avenue, Butte, MT59701(Address of principal executive offices)(Zip Code)  406-723-5647 (Issuer's telephone number, including area code)  Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes    [X]     No   [   ]  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    [  ]     No [X]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange:  Large accelerated filer [   ]Accelerated filer                  [   ]Non-accelerated filer   [   ]Smaller reporting company [X]  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.) Yes    [   ]     No [X]  Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   At June 17, 2011, 175,681,870 shares of the Companys common stock were outstanding.   1


APEX RESOURCES GROUP, INC. FORM 10-Q For the Quarter Ended December 31, 2007  TABLE OF CONTENTS    PART I 3 ITEM 1.  FINANCIAL INFORMATION 3 ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 7 ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 8 ITEM 4.  CONTROLS AND PROCEDURES 8 PART II 9 ITEM 1.LEGAL PROCEEDINGS 9 ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 9 ITEM 3.DEFAULTS UPON SENIOR SECURITIES 9 ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9 ITEM 5.OTHER INFORMATION 9 ITEM 6.EXHIBITS 9


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PART I   ITEM 1.  FINANCIAL INFORMATION    APEX RESOURCES GROUP, INC.(A Development Stage Company)Balance Sheets(Unaudited)December 31,June 30,20072007ASSETSCURRENT ASSETSCash$12,033$33,048Accounts receivable36,750-Accounts receivable - related party8,999-Total Current Assets57,78233,048PROPERTY AND EQUIPMENT - Net of accumulated depreciationof  $ 46,857-99,023OTHER ASSETSOil Leases67,91367,913Investment in securities available for sale334,400111,467Land-34,352Total Assets$460,095$345,803LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable$77,172$59,199Note payable - related party51,30660,000Total Current Liabilities128,478119,199STOCKHOLDERS' EQUITYCommon stock, $.001 par value, 400,000,000 shares authorized120,681,780 shares issued and outstanding,120,682120,682Additional paid-in capital9,698,5929,505,281Stock subscriptions receivable-(54,209)Accumulated other comprehensive income273,04950,116Deficit accumulated during the development stage(9,760,706)(9,395,266)Total Stockholders Equity331,617226,604Total Liabilities and Stockholders' Equity$460,095$345,803     The accompanying notes are an integral part of these financial statements.    3





APEX RESOURCES GROUP, INC.(A Development Stage Company)Statements of Expenses(Unaudited)From InceptionThree Months EndedSix Months Ended(Jan 27, 1984)December 31,December 31,ThroughDecember 31,20072006200720062007REVENUES$-$-$-$650$369,232OPERATING EXPENSESExploration, development, andadministrative34,885122,833113,482194,14611,166,137Stock based compensation--247,520-247,520Depreciation-5,328-10,656194,262Total operating expenses34,885128,161361,002204,80211,607,919OPERATING LOSS(34,885)(128,161)(361,002)(204,152)(11,238,687)OTHER INCOME (LOSS)Gain on sale of assets-91,60894,585141,6361,606,530Loss on land foreclosure----(1,744)Loss on disposal of office equipment(99,023)-(99,023)-(99,023)Interest expense-(760)-(1,332)(27,782)NET LOSS(133,908)(37,313)(365,440)(63,848)(9,760,706)OTHER COMPREHENSIVE GAINUnrealized gain in investmentsavailable for sale222,933-222,933-273,049COMPREHENSIVE GAIN (LOSS)$89,025$(37,313)$(142,507)$(63,848)$(9,487,657)Weighted average number of shares120,681,870104,844,195120,681,870104,844,195Basic and diluted net gain (loss)per share$-$-$-$-   The accompanying notes are an integral part of these financial statements.    4





APEX RESOURCES GROUP, INC.(A Development Stage Company)Statements of Cash Flows(Unaudited)From Inception(Jan 27, 1984)Six Months EndedThroughDecember 31,December 31,200720062007Cash Flows From Operating ActivitiesNet Loss$(365,440)$(63,848)$(9,760,706)Adjustments to reconcile net loss to net cashused in operating activities:Depreciation-10,656170,546Gain on sale of assets(99,457)(141,636)(1,611,402)Loss on disposal of office equipment99,023-99,023Common stock issued for services and expenses--5,322,092Stock based compensation247,520-247,520Changes in operating assets and liabilities:-Increase in accounts receivable(36,750)3,331(95,673)Increase in accounts receivable - related party(8,999)-(8,999)Increase in accounts payable17,973(5,761)838,720Decrease in notes payable - related party(8,694)-(8,694)Total Cash Used For Operating Activities(154,824)(197,258)(4,807,573)Cash Flows From Investing ActivitiesPurchase of investments--(2,428)Proceeds from sale of assets133,809247,1312,197,046Purchase of oil and gas leases and mining claims--(67,913)Purchase of property and equipment--(616,225)Total Cash Provided by Financing Activities133,809247,1311,510,480Cash Flows From Financing ActivitiesPayments on notes payable--(137,917)Proceeds from notes payable--277,916Net proceeds from issuance of common stock--3,169,127Total Cash Provided by Financing Activities--3,309,126Net Increase (Decrease) in Cash and Cash Equivalents(21,015)49,87312,033Cash and Cash Equivalents at Beginning of Period33,0486,775-Cash and Cash Equivalents at End of Period$12,033$56,648$12,033Supplemental Disclosure of Cash Flow InformationInterest paid$-$-$-Income taxes paid$-$-$-Non cash transactionsOther comprehensive loss$222,933$-273,049Cancellation of stock subscriptions receivable$54,209$-654,312Issuance of 23,124,587 common shares for assets,services, and expenses$-$-$5,322,092Issuance of 18,056,658 common shares for paymentof accounts payable$-$-$345,473Issuance of common stock for stock subscriptions$-$-$(2,450,000)Securities received for payment of receivable$-$-$58,923  The accompanying notes are an integral part of these financial statements.  5





APEX RESOURCES GROUP, INC. (Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Unaudited)   NOTE 1  BASIS OF PRESENTATION  The unaudited financial statements of Apex Resources Group, Inc. (The Company) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended June 30, 2007.  The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ended June 30, 2008.  NOTE 2  GOING CONCERN  During the quarter ended December 31, 2007, the Company incurred a net loss of $133,908, and had a negative working capital balance of $70,696, and negative cash flow from operations of $154,824. These conditions raise substantial doubt as to the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  The Company plans to generate cash for basic operational activities through the possible continued sale of assets; the possible sale of common stock; or the issuance of debt instruments to related parties. There can be no assurance that these proposed cash generating activities will be successful.   6





ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  Forward Looking Statements Some of the statements contained in this Current Report that are not historical facts are forward-looking statements which can be identified by the use of terminology such as estimates, projects, plans, believes, expects, anticipates, intends, or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Current Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:  · our ability to raise capital when needed and on acceptable terms and conditions; · our ability to attract and retain management, and to integrate and maintain technical information and management information systems; and · general economic conditions. All written and oral forward-looking statements made in connection with this Current Report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. Revenues During the quarter ended December 31, 2007, the Company had no revenues. Expenses The primary components of the net loss for the quarter were general operating expenses of $34,885 and a loss of $99,023 in regard to the disposal of office equipment. This compares to general operating expenses of $128,161 and a gain on the sale of assets of $91,608 for the quarter ended December 31, 2006. The Company had an unrealized gain of $222,933 in regard to investments available for sale for the quarter ended December 31, 2007. Liquidity and Capital Resources As of December 31, 2007, the Company had current assets of $57,782 and current liabilities of $128,478, for a working capital deficiency of $70,696. Included in current assets was a cash balance of $12,033. In order to meet financial obligations on an ongoing basis, the Company will need to raise cash through the sale of common stock; sale of assets; or increase of debt instruments. Critical Accounting Policies Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the  7





financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Inflation It is our opinion that inflation has not had a material effect on our operations.     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not required for smaller reporting companies.      ITEM 4.  CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the  SEC), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.  In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Changes in Internal Control over Financial Reporting  There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Limitations  Our management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our  8





company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.     PART II     ITEM 1. LEGAL PROCEEDINGS  None     ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  None     ITEM 3. DEFAULTS UPON SENIOR SECURITIES  None     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None      ITEM 5. OTHER INFORMATION  None     ITEM 6. EXHIBITS  Exhibit NumberDescription of Document31.1Certification of Chief Executive Office and Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.    9





SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  APEX RESOURCES GROUP, INC. (Registrant)   /s/ John Rask By:________________________________ John Rask President, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a member of the Board of Directors Date:  June 20, 2011       10