UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington,
D. C. 20549




FORM
10-QSB/A


(Amendment
No. 1)





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





For the
quarterly period ended: September 30,
2007





(  )
            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.


(Exact
name of registrant as specified in charter)





UTAH
            87-0403828(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)299 S. Main Street,
      Suite 1300, Salt Lake City, Utah
            84111(Address
      of principal executive offices)
            (Zip
      Code)





(801)
534-4450


Registrant’s
telephone number, including area code





Check
whether the issuer(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), and (2)
has been subject to such filing requirements for the past 90 days.


Yes
[X]   No [  ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[  ] No
[X]





As of
November 9, 2007, the Company had 120,681,870 shares of its $.001 par value,
common stock outstanding.





Transitional
Small Business Disclosure Format:


Yes
[  ] No [X]













INDEXPageNumberEXPLANATORY
      NOTE
            3PART
      I.ITEM
      1.
            Financial
      Statements (unaudited)
            4Balance
      Sheet
              As
      of September 30, 2007 and June 30, 2007
            4Statement
      of Operations
              Three
      months ended September 30, 2007 and 2006 and the period from inception
      (January 27, 1984) to September 30, 2007
            5Statement
      of Cash Flows
              Three
      months ended September 30, 2007 and 2006 and the period from inception
      (January 27, 1984) to September 30, 2007
            6Notes
      to Financial Statements
            7ITEM
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            13ITEM
      3.
            Controls
      and Procedures
            18PART
      IIITEM
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            19ITEM
      6.
            Exhibits
            20Signatures
            21














2





Explanatory
Note to Amendment No. 1 to Form 10-QSB





Apex
Resources Group, Inc. (hereinafter referred to as “us,” “we,” the “Company” or
“Apex”) is filing this Amendment No. 1 on Form 10-QSB/A (the “First Amendment”)
to its Quarterly Report for the fiscal period ended September 30, 2007, which
was filed with the Securities and Exchange Commission (“SEC”) on November 14,
2007 (the “Original Report”) in response to certain comments raised by the staff
of the SEC.  Based on comments from the staff, we have determined that
we erroneously accounted for Available for Sale Securities
in the unaudited financial statements included in the Original
Report.  The purpose of this First Amendment is to restate our
unaudited financial statements and notes included in Part I, Item 1 Financial Statements to
correct the error in accounting for Available for Sale Securities
in the Original Report.





During
the year ended June 30, 2007, we received 5,892,314 shares of common stock of
Omega Ventures Group, Inc., (“Omega”) an affiliated company through common
management.  These shares, which were valued at $.01 per share, were
issued for payment of expenses that were incurred by Apex on behalf of Omega in
the aggregate amount of $58,923.  Prior to the issuance of those
shares, Apex already owned 5,254,365 shares of common stock of Omega and had
been reporting the historical cost of these shares at an amount of
$2,428.  The unaudited financial statements and notes to the financial
statements included in Part I, Item 1 Financial Statements of the
Original Report are hereby restated to record a holding gain on the 5,254,365
shares of Omega common stock in the amount of $50,116 for the period ended
September 30, 2007.  This holding gain has been reported as Other Comprehensive Income on
the Balance
Sheet.  As a result of this change, Available for Sale
Securities, Total
Assets, Other
Comprehensive Income and Total Liabilities and Stockholders’
Equity on the Balance
Sheet have increased $50,116.  The notes to thefinancial statements
have also been restated to reflect these changes.  We have also
removed the June 30, 2007 column from the Balance Sheet, to be more
consistent with the presentation requirements of a development stage
company.





Item 3
Controls and Procedures
of the Original Report is hereby amended to state that our disclosure controls
and procedures were not effective as of September 30, 2007, that a material
weakness in our internal control over financial reporting existed at that time
because our controls did not identify the error on a timely basis and to address
changes to our disclosure controls and procedures.




In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this
First Amendment also includes currently dated certifications from the Company’s
Chief Executive Officer and Chief Financial Officer as required by Sections 302
and 906 of the Sarbanes-Oxley Act of 2002. The certification exhibits and Item
13 Exhibits have been
revised accordingly.




This
First Amendment speaks only of the original filing date of the Original Report
and, except for those Items disclosed in this explanatory note, is unchanged
from the Original Report. This First Amendment does not reflect events after the
filing of the Original Report or modify or update those disclosures affected by
subsequent events.  Therefore, you should read this First Amendment
together with our other reports that update and supersede the information
contained in this First Amendment.











3





PART
I - FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


BALANCE
SHEET


September
30, 2007




(Restated)Sept. 30, 2007CURRENT
      ASSETSCash
              
              
              62,783Total
      Current Assets
              
              
              62,783PROPERTY
      AND EQUIPMENT-
      net of accumulated depreciation
              
              
              97,691OTHER
      ASSETSAccounts
      receivable
              
              
              36,750Oil
      leases
              
              
              67,913Available
      for sale securities
              
              
              111,467Land
      - Canada216,130Total
      Assets
              
              
              376,604LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
              
              
              77,172Accrued
      Rent
              
              
              3,300Accounts
      payable - related parties
              
              
              50,000Total
      Current Liabilities
              
              
              130,472STOCKHOLDERS'
      EQUITYCommon
      stock400,000,000
      shares authorized, at $.001 parvalue;
      120,681,870 issued and outstanding
              
              
              120,682Capital
      in excess of par value
              
              
              9,752,801Other
      comprehensive income
              
              
              50,116Less
      stock subscriptions receivable
              
              
              (54,209
              )Deficit
      accumulated during the development stage
              
              
              (9,623,258
              )Total
      Stockholders' Equity
              
              
              246,132TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              
              376,604





See the
accompanying notes to the interim financial statements.





4





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


STATEMENT
OF OPERATIONS




3
      months ended Sept. 30,
              
              
              Jan.
      27, 1984 (date of inception of development stage)2007
              
              
              2006
              
              
              to
      Sept. 30, 2007REVENUESOther
      non-operating income
              
              $
              -
              
              
              $
              650
              
              
              $
              369,232EXPENSESExploration,
      development andadministrative
      - Note 7
              
              
              78,596
              
              
              
              71,313
              
              
              
              11,131,251Stock
      Based Compensation
              
              
              247,520
              
              
              
              
              
              
              
              247,520Depreciation
              
              
              1,332
              
              
              
              5,328
              
              
              
              195,594Total
      operating expenses
              
              
              79,928
              
              
              
              76,641
              
              
              
              11,326,845NET
      (LOSS) - before other income(expense)
              
              
              (79,928
              )
              
              
              (75,991
              )
              
              
              (10,957,613
              )Gain
      on sale of assets
              
              
              99,457
              
              
              
              50,028
              
              
              
              1,611,401Loss
      on land foreclosure
              
              
              
              
              
              
              -
              
              
              
              (1,744
              )Interest
      expense
              
              
              -
              
              
              
              (572
              )
              
              
              (27,782
              )NET
      (LOSS)
              
              
              19,529
              
              
              
              (26,535
              )
              
              
              (9,375,738
              )Basic
      net (loss) per common share
              
              $
              0.00
              
              
              $
              (0.00
              )Weighted
      average shares outstanding
              
              
              110,313,191
              
              
              
              104,844,195










See the
accompanying notes to the interim financial statements.





5





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


STATEMENT
OF CASH FLOWS


3
      months ended Sept. 30,
              
              
              Jan.
      27, 1984 (date of inception of development state)2007
              
              
              2006
              
              
              to
      Sept. 30, 2007Cash
      flows from operating activities:Net
      (loss)
              
              $
              (227,991
              )
              
              $
              (26,535
              )
              
              $
              (9,623,258
              )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
              
              
              1,332
              
              
              
              5,328
              
              
              
              171,878Gain
      on sale of assets
              
              
              (99,457
              )
              
              
              (50,028
              )
              
              
              (1,611,402
              )Stock
      based compensation
              
              
              247,520
              
              
              
              478,881
              
              
              
              5,569,612Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
              
              
              (36,750
              )
              
              
              11,200
              
              
              
              (95,673
              )Increase
      (decrease) in liabilities
              
              
              11,273
              
              
              
              (482,615
              )
              
              
              832,021Net
      cash used in operating activities
              
              $
              (104,073
              )
              
              $
              (63,769
              )
              
              
              (4,756,822
              )Cash
      flows from investing activities:Purchase
      of investments
              
              $
              -
              
              
              $
              -
              
              
              
              (2,428
              )Proceeds
      from sale of assets
              
              
              133,808
              
              
              
              100,028
              
              
              
              2,197,045Purchase
      of oil & gas leases and mining claims
              
              
              
              
              
              
              -
              
              
              
              (67,913
              )Purchase
      of property and equipment
              
              
              -
              
              
              
              -
              
              
              
              (616,225
              )Net
      cash provided by investing activities
              
              
              133,808
              
              
              
              100,028
              
              
              
              1,510,479Cash
      flows from financing activities:Payment
      of notes payable
              
              
              -
              
              
              $
              -
              
              
              
              (137,917
              )Proceeds
      from notes payable
              
              
              -
              
              
              
              -
              
              
              
              277,916Net
      proceeds from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              3,169,127Net
      cash provided by financing activities
              
              $
              -
              
              
              $
              -
              
              
              
              3,309,126Net
      increase (decrease) in cash and cash equivalents
              
              
              29,735
              
              
              
              36,259
              
              
              
              62,783Cash
      and cash equivalents, beginning of period
              
              
              33,048
              
              
              
              6,777
              
              
              
              -Cash
      and cash equivalents, end of period
              
              $
              62,783
              
              
              $
              43,036
              
              
              $
              62,783






See the
accompanying notes to the interim financial statements.





6





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


NOTES TO
INTERIM FINANCIAL STATEMENTS


September
30, 2007





1.  ORGANIZATION
AND BASIS OF PRESENTATION





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 shares authorized was increased to
100,000,000 shares and on March 3, 2000 the amount 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
interim financial statements of Apex Resources Group, Inc. for the three months
ended September 30, 2007 are unaudited.  The financial statements are
prepared in accordance with the requirements for unaudited interim periods, and
consequently do not include all disclosures required to be in conformity with
accounting principles generally accepted in the United States of
America.





In the
opinion of management, the accompanying financial statements contain all
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of the Company’s financial position as of September 30, 2007 and
the results of operations and cash flows for the three months ended September
30, 2007.





The
results of operations for the three months ended September 30, 2007 are not
necessarily indicative of the results for a full year period.





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.








7





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


NOTES TO
INTERIM FINANCIAL STATEMENTS


September
30, 2007





2.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Property and
Equipment





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





Office
      equipment
            
            
            145,880Less
      accumulated depreciation
            
            
            (48,189
            )97,691





Office
equipment is depreciated on the straight line method over five and seven
years.





Basic and Diluted Net Income
(Loss) Per Share





Basic net
incomes (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 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.





Financial
Instruments





The
carrying amounts of financial instruments are considered by management to be
their estimated fair values due their short term maturities.








8





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


NOTES TO
INTERIM FINANCIAL STATEMENTS


September
30, 2007





2.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





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
basis 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, 2007, the Company had an approximate net operating loss available
for carry forward of $9,350,000.  The tax benefit of approximately
$3,179,000 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 began to expire in 2005 and will continue expiring
through 2027.





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.





Concentration of Credit
Risk





Financial
instruments that potentially subject the Company to significant concentration of
credit risk consist 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.








9





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


NOTES TO
INTERIM FINANCIAL STATEMENTS


September
30, 2007





2.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





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.





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





The other
partners in the project are coordinated by Exxon Oil Corporation; however there
are no immediate plans to develop the area until a gas pipe line becomes
available.





4.  SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES





Officers-directors
and their controlled entities and a consultant have acquired approximately 23%
of the outstanding common stock of the Company and have received the restricted
common capital stock issued to them.





On
September 30, 2007 and 2006 the Company owed certain shareholders, directors and
officers of the Company the sum of $50,000 and $313,694,
respectively.





The
Company has made no interest, demand loans to affiliates.  These loans
have been repaid to the Company by the affiliate issuing common
stock.  The affiliations resulted through common officers between the
Company and its affiliates, and at September 30, 2007 the Company owns 14.2 % of
the outstanding stock of one of the affiliates.














10





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


NOTES TO
INTERIM FINANCIAL STATEMENTS


September
30, 2007





5.  STOCKHOLDERS’
EQUITY





At a
special meeting of the Board of Directors of Apex Resources Group, Inc. on
August 14, 2007 the Company issued 11,000,000 stock options to six related party
entities.  These options were immediately vested and were issued at a
price of $.06 per share and expire August 14, 2010.  The Company
accounts for its stock options in accordance with SFAS 123 (R).  The
Company makes a determination of the estimated fair value of share based awards
using the Black-Scholes option-pricing model.  The Black-Scholes model
is affected by the Company’s stock price as well as by assumptions regarding
certain complex and subjective variables.  These variables include,
but are not limited to; the Company’s expected stock price volatility over the
term of the awards and the actual and projected employee stock option exercise
behavior.





The fair
value of the options using this pricing model is calculated to
$247,500.  This amount has been recorded as stock based compensation
for the quarter ended September 30, 2007





6.
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.





7.
SCHEDULE OF EXPENSES





Following
is a summary schedule of the expenses, for the three months ended September 30,
shown in the statement of operations under exploration, development, and
administrative.





September
      30,2007
            
            
            2006Travel
            
            $
            9,324
            
            
            $
            4,255Office
      expenses
            
            
            23,655
            
            
            
            16,868Professional
            
            
            15,098
            
            
            
            13,318Consultants
            
            
            25,664
            
            
            
            21,772Rent
            
            
            3,300
            
            
            
            14,418Promotion
            
            
            1,425
            
            
            
            443Other
            
            
            130
            
            
            
            239$
            78,596
            
            
            $
            71,313











11





APEX
RESOURCES GROUP, INC.


(Development
Stage Company)


NOTES TO
INTERIM FINANCIAL STATEMENTS


September
30, 2007





8.  Restatement – Correction of an
Accounting Error





During
the year ended June 30, 2007, the Company received 5,892,314 shares of common
stock from an affiliated Company valued at $.01 per share for an aggregate
amount of $58,923 for payment of expenses that were incurred by the Company on
behalf of the affiliate.  The Company was also holding 5,254,365
shares of common stock of this same affiliate and had been reporting the
historical cost of these shares at an amount of $2,428. The financial statements
have been restated to record the holding gain on these shares of common stock in
the amount of $50,116 for the quarter ended September 30, 2007.  This
holding gain has been reported as Other Comprehensive Income on the Balance
Sheet and the Statement of Stockholders’ Equity.





The
results of the restatement on the Balance Sheet at September 30, 2007 are
reported below.





Originally
              Reported
            
            
            Restatement
              Adjustment
            
            
            Restated
              BalancesAvailable
      for sale securities
            
            $
            61,351
            
            
            $
            50,116
            
            
            $
            111,467Total
      Assets
            
            $
            326,488
            
            
            $
            50,116
            
            
            $
            376,604Other
      Comprehensive Income
            
            $
            0
            
            
            $
            50,116
            
            
            $
            50,116Deficit
      Accumulated during the Exploration Stage
            
            $
            (9,623,258
            )
            
            $
            0
            
            
            $
            (9,623,258
            )Total
      Liabilities and Stockholders Equity
            
            $
            326,488
            
            
            $
            50,116
            
            
            $
            376,604

















12





FORWARD-LOOKING
INFORMATION





Except
for the historical information contained herein, the matters discussed in this
Quarterly Report on Form 10-QSB are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  For this purpose any statements
contained in this Form 10-KSB that are not statements of historical fact may be
deemed to be forward-looking statements.  Without limiting the
foregoing, words such as “may,” “hope,” “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 our
control, including, but not limited to, market factors, market prices (including
regional basis differentials) of natural gas and oil, results for future
drilling and marketing activity, future production and costs, environmental
factors and other factors detailed herein and in our other Securities and
Exchange Commission filings.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.  These
forward-looking statements speak only as of their dates and should not be unduly
relied upon.  We undertake no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events or otherwise.





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





For a complete understanding, this
Management’s Discussion and
Analysis should be read in conjunction with Part I- Item 1, Financial
Statements to this Form 10-QSB and our Annual Report on Form 10-KSB for the year
ended June 30, 2007.





General





We are in the development
stage.  Our primary business is the acquisition of small working
interests in oil and gas prospects for investment purposes.  We do not
undertake exploration or drilling activities.  We are not an
operator.  We do not engage in oil and gas production or sales
activities.  Rather, we acquire small working interests in oil and gas
prospects for investment purposes.





Although for the past few years we have
had limited funds, we continue to investigate the acquisition of interests in
oil and gas properties.  To date, we have and will continue to seek to
acquire only minor interests in oil and gas prospects thereby diversifying our
risk.  As a result of our strategy to participate only as a passive
investor in these projects, we hope to keep our overhead to a
minimum.





For a detailed description of our oil
and gas interests, please see the Annual Report of the Company filed on Form
10-KSB for the year ended June 30, 2007.  Following is a brief
description of relevant events that occurred during the quarter ended September
30, 2007.








13





Business
of the Company





Oil and Gas
Prospects





We currently own working interests in
three prospects.





Beaufort
Sea





We hold a 3.745% working interest in
the Beaufort Sea well Esso Pex Home, et. al. Itiyok I-27, consisting of 640
acres, 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 drilling, casing and
testing the area to a depth of 12,980 feet.





The main partner in the project is
Imperial Oil Resources Ventures Limited.  A consortium of oil and gas
companies has filed an application to build a natural gas pipeline that could be
used to transport gas from theBeaufort Searegion, but the application
has not been approved.  No current plans have been formulated to
perform further work in the immediateBeaufort Seaarea.  It is
anticipated this area will be developed when a pipeline is
built.





Bastian Bay Field,
Plaquamines Parish, Louisiana





Last year, Imperial Petroleum Inc., the
operator of Bastian Bay Field Lease #16152 in Plaquamines Parish Louisiana made
a cash call to all participants in the well.  The participants in the
well were given the choice to pay the cash call or continue on a non-consent
basis under which the non paying participants relinquishing half of their
working interest.  We determined that it was not in our best interest
to meet the cash call.  Therefore, our interest in this well decreased
from 6.25% to 3.125%.  As of this time Imperial has put work on the
well on hold and we do not know when they expect to begin work
again.





Henry Dome Prospect,
Texas





We own 2.5 participation units in the
Henry Dome Prospect in McMullen County, Texas.  These units give us a
1.875% working interest in JB Henry Dome #1 well.  Initial flow
testing of the well demonstrated flow of 450,000 cubic feet of gas per
day.  Following initial testing, acid washing of the well was
performed to attempt to increase flow rates.  Additional testing is
ongoing as the operator has encountered many problems with this
well.  We do not know when, or if, this well will be
re-opened.





We also own approximately 11,146,679 or
14.2% 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.”  Certain of our officers and directors, John Rask
and John Hickey, also serve as officers and directors of Omega Ventures
Group.








14





Liquidity
and Capital Resources





We currently do not have sufficient
cash reserves or cash flow from operations to meet our cash
requirements.  This raises substantial doubt about our ability to
continue as a going concern.  During the three months ended September
30, 2007, we financed our operations with proceeds from the sale of real estate
during the quarter.  Cash and cash equivalents at the end of the
quarter was $62,783.





Our only business is the acquisition of
minority working interest in oil and gas prospects for
investment.  While we would like to identify and acquire interests in
additional prospects interests, we have limited funds to do
so.  Moreover, none of the prospects in which we currently own
interests are producing, which means we are not currently realizing any revenue
from our investments, nor does it appear that any of these prospects will become
productive in the near future.  Therefore, we do not anticipate
significant revenue in upcoming quarters. Our ability to continue as a going
concern is dependent upon our obtaining sufficient working capital to meet our
operating needs, to service our debts and satisfy our accounts payable and to
acquire interests in prospects that can generate cash flow.  There is
no guarantee we will be able to do these things.  These issues raise
substantial doubt about our ability to continue as a going concern.





Results
of Operations





Comparison
of the three months ended September 30, 2007 and 2006





We suffered a net loss of $227,991
during in the quarter ended September 30, 2007 compared to a net loss of $26,535
during the quarter ended September 30, 2006.  This 759% increase in
net loss is largely the result of our realizing $247,520 in stock based
compensation expense during the quarter ended September 30, 2007.  On
August 14, 2007 we granted stock options to acquire 11,000,000 shares of common
stock of the Company to six related parties.  These options vested
immediately.  The exercise price of the options is $0.06 per
share.  The options expire on August 14, 2010.  We realized
no comparable expense during the quarter ended September 30, 2006.





During the three months ended September
30, 2007 we realized a gain on the sale of real estate of $99,457, by
comparison, during the three months ended September 30, 2006 we realized a gain
of the sale of real estate of $50,028.  As we have now sold all of our
real estate interests we will not realizing recurring gains of this nature in
the future.





During the first fiscal quarter 2008 we
realized a 10% increase in exploration, development and administrative
expense.The following table shows a more detailed comparison of our exploration,
development and administrative expenses during the quarters ended September 30,
2007 and 2006:








15








Three
      months endedSeptember
      30,2007
            
            
            2006Travel
            
            $
            9,324
            
            
            $
            4,255Office
      expenses
            
            
            23,655
            
            
            
            16,868Professional
            
            
            15,098
            
            
            
            13,318Consultants
            
            
            25,664
            
            
            
            21,772Rent
            
            
            3,300
            
            
            
            14,418Promotion
            
            
            1,425
            
            
            
            443Other
            
            
            130
            
            
            
            239$
            78,596
            
            
            $
            71,313





Travel
expenses increased $9,324 or 379% to during the three months ended September 30,
2007 compared to September 30, 2006.  During the first fiscal quarter
2008, our officers and directors incurred greater travel expenses in connection
with attempting to resolve financial matters and the preparation of our periodic
reports.  We expect travel expenses in future quarters to be fairly
consistent compared to with travel expenses realized during the three months
ended September 30, 2007.





Office
expenses during the quarter ended September 30, 2007 was $23,655 compared to
$16,868 during the same quarter 2006.  This 40% increase is largely
related to increased entertainment and meal expenses associated with the
increased travel during the quarter.  We expect that office expense
will remain at levels consistent with those experienced during the first fiscal
quarter 2007 in upcoming quarters.





During
the quarter ended September 30, 2007 professional fees were $15,098 compared to
$13,318 in professional fees during the quarter ended September 30,
2006.  The professional fees we incurred during the quarters ended
September 30, 2006 and September 30, 2005 are primarily incurred in connection
with our SEC reporting obligations.  We expect professional fees will
be higher in the upcoming fiscal quarter as a result of the increased cost
associated with the preparation of our annual report on Form 10-KSB, which was
filed during that quarter.





During
the three months ended September 30, 2007 consultants fees increased to $25,664
from $21,772 during the three months ended September 30, 2006.  This
increase was the result of hiring an additional consultant to assist us with
some overseas matters.  We anticipate consultants fees will be fairly
consistent with what we have incurred in the past in upcoming
quarters.





Rent
expense during the quarter ended September 30, 2007 was $3,300 compared to
$14,418 during the quarter ended September 30, 2007.  This decrease in
rent is attributable to the fact that we closed our office in Canada in February
2007.  We also closed our office in Salt Lake
City.  Currently, we share office space in Salt Lake City with a
related party on a month-to-month basis.  We pay the related party
$1,100 per month for rent.  We anticipate rent expense will remain at
$1,100 per month in upcoming quarters until such time as we or the related party
terminates our verbal agreement.








16





Promotion
expense increased from $443 during the three months ended September 30, 2006 to
$1,425 during the three months ended September 30, 2007.  This
increase was largely related to the cost of investor and shareholder
relations.  We anticipate promotion expense to continue at about the
level experienced during the three months ended September 30, 2007 throughout
the remainder of the fiscal year.





Other
expense decreased from $239 for the three months ended September 30, 2006 to
$130 during the three months ended September 30, 2007.  We do not
expect significant changes in other expense in upcoming fiscal
quarters.





We
generated no operating income during the three months September 30, 2007 or
2006.  Non-operating income during the three months ended September
30, 2007 was $0 compared to $650 during the three months ended September 30,
2006.





Cash
Flows





During
the three months ended September 30, 2007 cash was primarily used to fund
operating expenses. See below for additional discussion and analysis of cash
flow.





Three
      months ended
              September
      30, 2007
            
            
            Three
      months ended
              September
      30, 2006Net
      cash used in operating activities
            
            $
            (104,073
            )
            
            $
            (63,769
            )Net
      cash provided by investing activities
            
            $
            133,808
            
            
            $
            100,028Net
      cash provided by financing activities
            
            $
            -
            
            
            $
            -NET
      INCREASE IN CASH AND CASH EQUIVALENTS
            
            $
            29,735
            
            
            $
            36,259




Net cash used in operating activities
increased from $63,769 during the three months ended September 30, 2006 to
$104,073 during the three months ended September 30, 2007.  This
increase in cash used in operating activities was largely the result of our
increased net loss and an increase in accounts receivables during the quarter
ended September 30, 2007.





During the quarter ended September
30, 2007 net cash provided by investing activities was $133,808 compared to
$100,028 during the quarter ended September 30, 2006.  During each
quarter cash provided from investing activities was generated from the sell of
real estate interests.





We realized no cash from financing
activities in either the quarter ended September 30, 2007 or the quarter ended
September 30, 2006.








17





Summary
of Material Contractual Commitments





Currently we have no material
commitments.





Off-Balance Sheet
Financing Arrangements





As of September 30, 2007, we had no
off-balance sheet financing arrangements.





ITEM
      3.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures, as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that are designed to provide reasonable assurance
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms, and that such
information is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required financial
disclosures.  Because of inherent limitations, our disclosure controls
and procedures, no matter how well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of such disclosure
controls and procedures are met.





Subsequent to filing of the Original
Report, and in connection with comments received from the staff of the SEC, we
determined that we had erroneously accounted for Available for Sale Securities
in the audited financial statements included in our Annual Report on Form
10-KSB, as amended, as well as the unaudited financial statements included in
the Original Report and that we had a material weakness in internal control over
financial reporting because our controls did not identify the error on a timely
basis.  As a result, we are filing this First Amendment to our
Quarterly Report for the fiscal period ended September 30, 2007 to restate the
unaudited financial statements contained herein.





Based on
the foregoing, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were not effective as of
September 30, 2007.  As discussed in more detail below, subsequent to
September 30, 2007, we made certain changes and are implementing new policies
designed to avoid recurrence of errors of this nature in the
future.





In light
of these issues our management, including our principal executive officer and
our principal financial officer performed additional analysis and procedures to
ensure the unaudited financial statements included in this report are prepared
in accordance with accounting principles generally accepted in the United States
and to ensure the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rules 13a-15(b) and
15d-15(b).  Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.








18





Changes
in Internal Control over Financial Reporting




Management
had previously concluded that our disclosure controls and procedures were
effective as of September 30, 2007 and reported that there was no change in the
Company’s internal control over financial reporting that occurred during the
quarter ended September 30, 2007 that materially affected, or was reasonably
likely to materially affect, the internal control over financial
reporting.  In connection with the restatement of our financial
statements for the period ended September 30, 2007, as more fully described in
Note 8 to the notes to the financial statements included in this First
Amendment, management determined that the material weakness described above
existed as of September 30, 2007 and has, as a result, effected material changes
to our internal control over financial reporting subsequent to the period
covered by this report.





Based on
this determination, subsequent to the end of the period covered in this report,
we effected material changes to our internal control over financial
reporting.  Management has replaced the accounting staff responsible
for the initial accounting error.  Management is also in the process
of implementing new policies requiring our internal accounting staff and
management to receive additional training on accounting principles generally
accepted in the United States.  Management believes these changes and
additional policies will provide additional and enhanced internal control over
financial reporting and improve the ability of management to identify any
potential errors prior to and during the Company’s consolidated financial
statement close process and prevent recurrence of future errors of this
nature.








PART
II - OTHER INFORMATION





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





On August 14, 2007, our board of
directors approved stock option grants to our officers, directors and certain
consultants to acquire shares of our common stock.  These options were
not issued pursuant to a stock option plan approved by our
shareholders.  The total number of options granted was
11,000,000.  The options are exercisable at a price of $0.06 per
share, which was the closing price of our common stock on the OTCBB on August
14, 2007.  The options vested immediately upon grant.  The
options are immediately exercisable and will expire, if unexercised, on August
14, 2010.  All of the options and restricted stock grants vested
immediately upon grant.  The stock options were issued to the
following parties:








19








Name
            
            Positions
      with Company
            
            Options
      GrantedJohn
      R. Rask
            
            President
      and Director
            
            500,000John
      M. Hickey
            
            Secretary
      and Director
            
            500,000Stephen
      Golde
            
            Director
            
            500,000Rafiq
      Chinoy
            
            Director
            
            500,000Robert
      Gill
            
            Consultant
            
            4,500,000Roger
      Reynolds
            
            Consultant
            
            4,500,000





Grants were made to a total of six
people, four of whom are non-U.S. persons.  The option grants were
made without registration pursuant to exemptions from registration provided
under Regulation S of the Securities Act Rules or Section 4(2) under the
Securities Act of 1933.





ITEM
6.          EXHIBITS





Exhibits.  The
following exhibits are included as part of this report:





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
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


32.2
            Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002









































20





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:
      April 1, 2008
            By:
      /s/ John R.
      RaskJohn
      R. Rask, President





























































21