EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

         I, John M. Hickey, certify that:

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

         (2)  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

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

         (4)  The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

                  (a) Designed such disclosure controls and procedures or caused
                  such disclosure controls and procedures to be designed under
                  our supervision to ensure that material information relating
                  to the Company, including its consolidated subsidiary, is made
                  known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;
                  (b) Evaluated the effectiveness of the Company's disclosure
                  controls and presented in this report our conclusions about
                  the effectiveness of the disclosure controls and procedures as
                  of the end of the period covered by this quarterly report
                  based on such evaluation; and
                  (c) Disclosed in this quarterly report any change in the
                  Company's internal controls over financial reporting that
                  occurred during the Company's most recent fiscal quarter that
                  has materially affected, or is reasonably likely to materially
                  affect, the Company's internal controls over financial
                  reporting; and

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

                  (a) All significant deficiencies and material weaknesses in
                  the design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the


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                  Company's ability to record, process, summarize and report
                  financial information; and

                  (b) Any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the Company's internal controls over financial reporting.




Date: November 22, 2004         By: /s/ John M. Hickey
                                   -----------------------------------------
                                   John M. Hickey, Principal Financial Officer