**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: September
        30, 2006
 
 ( 
                  )
              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)
                  534-4450Registrant’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 registrant’s classes of common
        equity, as of the latest practicable date.
 
 Common
        stock, par value $.001; 92,625,212 shares outstanding as of November 10,
        2006.
 
 
 
  
 INDEX
 
 Page
                NumberPART
                  I.
              
              3ITEM
                  1.
              Financial
                  Statements (unaudited)
              3Balance
                  Sheet
                September
                  30, 2006, and June 30, 2006
              4Statements
                  of Operations
                Three
                  Months Ended September 30, 2006 and 2005 and the Period from inception
                  (January 27, 1984) to September 30, 2006
              5Statement
                  of Cash Flows
                Three
                  Months Ended September 30, 2006 and 2005 and the Period from Inception
                  (January 27, 1984) to September 30, 2006
              6Notes
                  to Financial Statements
              7ITEM
                  2.
              Management’s
                  Discussion and Analysis ofFinancial
                  Condition and Results of Operations
              12ITEM
                  3.
              Controls
                  and Procedures
              16PART
                  II
              
              17ITEM
                  6.
              Exhibits
              18Signatures
              18
 
    
 2
 
 **PART
        I - FINANCIAL INFORMATION**
 
 
 
 This
        filing contains certain forward-looking statements. 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; and changes in laws and regulation that effect
        the
        Company.
 
 **ITEM
        1. FINANCIAL STATEMENTS**
 
 The
        accompanying balance sheet of Apex Resources Group, Inc., (development stage
        company) at September 30, 2006 and June 30, 2005, the statements of operations
        for the three months ended September 30, 2006 and 2005 and the period from
        inception (January 27, 1984) to September 30, 2006 and statements of cash
        flows
        for the three months ended September, 2006 and 2005 and the period from
        inception (January 27, 1984) to September 30, 2006, 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 September 30, 2006, are not necessarily indicative
        of the results that can be expected for the year ending June 30,
        2007.
     
 
 3
  **APEX
        RESOURCES GROUP, INC.**
 **(DEVELOPMENT
        STAGE COMPANY)**
 **BALANCE
        SHEET**
 
 September
                  30, 2006
              
              June
                  30,
                2006**CURRENT
                  ASSETS**Cash
              
              
              43,036
              
              
              6,775Total
                  Current Assets
              
              
              43,036
              
              
              6,775**PROPERTY
                  AND EQUIPMENT**-
                  net of accumulatedDepreciation
              
              
              114,511
              
              
              167,005**OTHER
                  ASSETS**Accounts
                  receivable - affiliates
              
              
              59,010
              
              
              70,210Oil
                  leases
              
              
              67,913
              
              
              67,913Available
                  for sale securities
              
              
              2,428
              
              
              2,428Land
              
              
              89,845
              
              
              92,679219,196
              
              
              233,230**Total
                  Assets**
              
              
              376,743
              
              
              407,010**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT) EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              
              86,096
              
              
              74,718Note
                  Payable - Land
              
              
              -
              
              
              -Accounts
                  payable - related parties
              
              
              313,694
              
              
              807,686Total
                  Current Liabilities
              
              
              399,790
              
              
              882,404**STOCKHOLDERS'
                  (DEFICIT) EQUITY**Common
                  stock 400,000,000 shares authorized, at $.001 par value; 98,559,753
                  issued
                  and outstanding
              
              
              98,560
              
              
              92,625Capital
                  in excess of par value
              
              
              11,456,182
              
              
              10,983,235Less
                  stock subscriptions receivable
              
              
              (2,427,000
              )
              
              (2,427,000
              )Deficit
                  accumulated during the development stage
              
              
              (9,150,789
              )
              
              (9,124,254
              )Total
                  Stockholders' (Deficit) Equity
              
              
              (23,047
              )
              
              (475,394
              )**TOTAL
                    LIABILITIES AND STOCKHOLDERS'**(DEFICIT)
                    EQUITY
              
              
              376,743
              
              
              407,010
 
 See
        accompanying notes to the financial statements
 
 
 4
  **APEX
        RESOURCES GROUP, INC.**
 **(DEVELOPMENT
        STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
 
 September
                  30,
              
              Jan.
                  27, 1984 (date of inception of development stage) to September
                  30,2006
              
              2005
              
              2006**REVENUES**Other
                  non-operating income
              
              $
              650
              
              $
              2,497
              
              $
              368,793**EXPENSES**Exploration,
                  development and administrative - Note 7
              
              
              71,313
              
              
              118,497
              
              
              10,735,563Depreciation
              
              
              5,328
              
              
              6,000
              
              
              177,430Total
                  operating expenses
              
              
              76,641
              
              
              124,497
              
              
              10,912,993NET
                    (LOSS) - before other income(expense)
              
              
              (75,991
              )
              
              (122,000
              )
              
              (10,544,200
              )Gain
                  on sale of assets
              
              
              50,028
              
              
              -
              
              
              1,420,337Loss
                  on land foreclosure
              
              
              -
              
              
              -
              
              
              (1,744
              )Interest
                  expense
              
              
              (572
              )
              
              -
              
              
              (25,182
              )NET
                  (LOSS)
              
              
              (26,535
              )
              
              (122,000
              )
              
              (9,150,789
              )Basic
                  net (loss) per common share
              
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  average shares outstanding
              
              
              104,844,195
              
              
              92,625,212
    
 See
        accompanying notes to the financial statements
 
 5
  **APEX
        RESOURCES GROUP, INC.**
 **(DEVELOPMENT
        STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS**
 
 
 September
                  30
              
              Jan.
                    27, 1984 (date ofinception of development stage) to September 30,2006
              
              2005
              
              2006Cash
                  flows from operating activities:Net
                  (loss)
              
              $
              (26,535
              )
              $
              (122,000
              )
              $
              (9,150,789
              )Adjustments
                  to reconcile net loss to cash used in operating activities:Depreciation
              
              
              5,328
              
              
              6,000
              
              
              153,715Common
                  stock issued for services and expenses
              
              
              478,881
              
              
              -
              
              
              5,800,973Gain
                  on sale of assets
              
              
              (50,028
              )
              
              -
              
              
              (1,420,337
              )(Increase)
                  decrease in accounts receivable
              
              
              11,200
              
              
              -
              
              
              (59,010
              )Increase
                  (decrease) in liabilities
              
              
              (482,615
              )
              
              121,527
              
              
              399,790Net
                  cash used in operating activities
              
              $
              (63,769
              )
              $
              5,527
              
              $
              (4,275,658
              )Cash
                  flows from investing activities:Purchase
                  of investments
              
              $
              -
              
              $
              -
              
              $
              (2,428
              )Net
                  proceeds from sale of assets
              
              
              100,028
              
              
              -
              
              
              1,916,135Purchase
                  of oil & gas leases and mining claims
              
              
              -
              
              
              -
              
              
              (67,913
              )Purchase
                  of property and equipment
              
              
              -
              
              
              -
              
              
              (616,225
              )100,028
              
              
              -
              
              
              1,229,569Cash
                  flows from financing activities:Payment
                  of notes payable
              
              $
              -
              
              $
              -
              
              $
              (137,917
              )Proceeds
                  from notes payable
              
              
              -
              
              
              -
              
              
              277,915Net
                  proceeds from issuance of common stock
              
              
              -
              
              
              -
              
              
              2,949,127-
              
              
              -
              
              
              3,089,125Net
                  increase (decrease) in cash and cash equivalents
              
              
              36,259
              
              
              5,527
              
              
              43,036Cash
                  and cash equivalents, beginning of period
              
              
              6,777
              
              
              18,507
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              43,036
              
              $
              24,034
              
              $
              43,036Supplemental
                  disclosure of cash flow information:Interest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -
 
 See
        accompanying notes to the financial statements
  
 6
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **September
        30, 2006**
  
  **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 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
        interim financial statements of Apex Resources Group, Inc. for the three
        months
        ended September 30, 2006 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, 2006 and
        the results of operations and cash flows for the three months ended September
        30, 2006.
 
 The
        results of operations for the three months ended September 30, 2006 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 FINANCIAL STATEMENTS** **(Continued)**
 **September
        30, 2006**
  
  **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 Property
        and Equipment
 
 The
        Company’s property and equipment consists of the following:
 
 Office
                  equipment
              
              
              145,880Residential
                  rentals
              
              
              117,345Less
                  accumulated depreciation
              
              
              (148,714
              )114,511
 
 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.
 
 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 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.
 
 
 8
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **September
        30, 2006**
  
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 Financial
        Instruments
 
 The
        carrying amounts of financial instruments are considered by management to
        be
        their estimated fair values due their short term maturities.
 
 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, 2006, the Company had an approximate net operating loss available
        for carry forward of $9,000,000. The tax benefit of approximately $2,700,000
        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 2005 through
        2026.
 
 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.
 
 
 9
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **September
        30, 2006**
  
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 Concentration
        of Credit Risk
 
 Financial
        instruments that potentially subject the Company to significant concentration
        of
        credit risk consists primarily of cash and account receivables. Cash balances
        are maintained in accounts that are not federally insured for amounts over
        $100,000 but are other wise in financial institutions of high credit quality.
        Accounts receivable are unsecured; however management considers them to be
        currently collectable.
 
 Other
        Recent Accounting Pronouncements
 
 The
        Company does not expect that the adoption of other recent accounting
        pronouncements to have any material impact on its financial
        statements.
 
 **3.
        OIL LEASES -** BEAUFORT
        SEA PROJECT
 
 On
        June
        9, 1997 the Company purchased a 3.745% working interest, for $67,913, in
        the
        Beaufort Sea well Esso Pex Home et al Itiyok I-27 consisting of 640 acres
        and is
        located at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27,
        28,
        and 37, License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium
        of companies participated in the drilling, casing, and testing the area to
        a
        depth of 12,980 feet. A review of the well data and geological prognosis
        indicates that the area would contain proven recoverable gas reserves of
        108
        Bscf and proven recoverable oil reserves of 8,976 MSTB.
 
 The
        lease
        is shown at cost, which is considered by management to be its estimated fair
        value.
 
 The
        other
        partners in the project are controlled by Exxon Oil Corporation, however
        there
        are no immediate plans to develop the area until a gas pipe line becomes
        available.
 
 **4.
        SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES**
 
 Officers-directors
        and their controlled entities and a consultant have acquired approximately
        30%
        of the outstanding common stock of the Company and have received the restricted
        common capital stock issued to them.
 
 In
        July
        and August, 2006 the Company issued 5,934,541 shares of common stock at a
        value
        of $478,882 to certain shareholders, directors and officers for payment of
        services rendered to the Company that had been accrued as a liability of
        the
        Company
 
 
 10
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **September
        30, 2006**
  
  **4.
        SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (continued)**
 
 The
        Company has made no interest, demand loans to affiliates of $59,020. The
        affiliations resulted through common officers between the Company and its
        affiliates, and the Company owns 13% of the outstanding stock of one of the
        affiliates.
 
 **5.
        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.
 
 **6.
        SCHEDULE OF EXPENSES**
 
 Following
        is a summary schedule of the expenses shown in the statement of operations
        under
        exploration, development, and administrative.
  **September
                  30,****2006**
              
              **2005**Travel
              
              $
              4,255
              
              $
              17,176Office
                  expenses
              
              
              16,868
              
              
              7,950Professional
              
              
              13,318
              
              
              11,020Consultants
              
              
              21,772
              
              
              69,782Promotional
              
              
              443
              
              
              -Rent
              
              
              14,418
              
              
              6,343Exploration
                  and development - oil and gas
              
              
              -
              
              
              -Other
              
              
              239
              
              
              6,226$
              71,313
              
              $
              118,497
  
 
 11
  **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 the Annual Report of the Company on Form 10-KSB for the year ended
        June 30, 2006.
 
 **General**
 
 The
        Company is in the development stage and engaged in the acquisition of interests
        in gas and oil properties and the acquisition of interests in real estate.
        The
        Company has not been engaged in the production of any gas and oil. For a
        detailed description of the oil and gas and real estate holding of the Company,
        please see the Annual Report of the Company filed on Form 10-KSB for the
        year
        ended June 30, 2006. Following is a brief description of relevant events
        that
        occurred during the quarter ended September 30, 2006.
 
 **Business
        of the Company**
 
 Oil
        and Gas Interests
 
 *Beaufort
        Sea*
 
 The
        Company holds 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. 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 the Beaufort Sea region.
        No
        current plans have been formulated to perform further work in the immediate
        Beaufort Sea area. It is anticipated this area will not be developed until
        a
        pipeline is built.
 
 *Bastian
        Bay Field, Plaquamines Parish, Louisiana*
 
 During
        the 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. The Company determined that
        it was
        not in its best interest to meet the cash call. Therefore, the Company’s
        interest in this well decreased from 6.25% to 3.125%. The
        Company has not yet learned how Imperial intends to proceed in the aftermath
        of
        Hurricane Katrina. As of this time Imperial has put work on the well on hold
        until further notice.
 
 
 12
  *Henry
        Dome Prospect, Texas*
 
 The
        Company owns 2.5 participation units in the Henry Dome Prospect in McMullen
        County, Texas, for $12,500. These units give the Company 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.
        As part of the additional testing the operator is planning on installing
        an
        electric generator in November 2006 to try and increase the flow rate of
        gas.
        The estimated life expectancy of this well is at least six years.
 
 Real
        Estate Interests
 
 *Abbecombec
        Ocean Village Resort*
 
 On
        July 12, 2006 the Company sold one of its two vacation homes in the Abbecombec
        Ocean Village Resort. The proceeds from the sale totaled $100,028.80. The
        Company is currently trying to sell the remaining property, but will continue
        renting the vacation home until such time as it is sold. During the quarter,
        the
        occupancy rate for the remaining vacation homes was 100%. The income generated
        by the remaining property is subject to a number of factors, including the
        time
        of year, occupancy rates among similar properties in the area and economic
        conditions in general. This property is not subject to any mortgage or other
        obligation and the Company believes the property is adequately insured. At
        this
        time the Company has no plans to renovate or otherwise improve the remaining
        property.
 
 *Cowichan
        Lake, Victoria, B.C.*
 
 The
        Company owns one lot on Upper Point Ideal Road in the Cowichan Lake District
        in
        Victoria B.C. The Company owns this lot free and clear of any mortgage, debt,
        encumbrance or obligation. The Company is currently attempting to sell this
        lot.
        The Company acquired this property for investment purposes and has no present
        intent to develop or improve this parcel.
 
 The
        Company also owns approximately 5,254,365 or 5.7% 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.”
 
 **Executive
        Offices**
 
 The
        Company currently leases 200 square feet of executive office space located
        at
        299 South Main Street, Suite 1300, Salt Lake City, Utah 84111. The offices
        are
        rented on a month-to-month basis for approximately $1,600 per month. The
        Company
        believes this space will be sufficient for its needs for the foreseeable
        future.
 
 
 13
  The
        monthly rent for the Canadian office, located at 610-800 West Pender Street,
        Vancouver, British Colombia, Canada V6C 2V6, is $2,560 per month. The Company
        is
        planning to close this office in February of 2007.
 
 **Liquidity
        and Capital Resources**
 
 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. During the three months
        ended September 30, 2006, the Company financed its operations primarily through
        credit arrangements extended to the Company from related parties. During
        the
        quarter ended December 31, 2004, the Company received subscriptions to purchase
        18,000,000 shares of its common stock in private placement transactions for
        cash
        totaling $2,450,000. As of September 30, 2006, the Company has received $23,000.
        The Company’s balance sheet reflects the remaining balance as stock
        subscriptions receivable. During the quarter ended December 31, 2004, the
        Company caused its transfer agent to issue the 18,000,000 shares. These shares,
        however, are being held in escrow and will only be delivered out as funds
        are
        received by the Company. During the quarter ended September 30, 2006, the
        Company issued on July 17, 2006 and August 25, 2006, 4.4 million and 1.53
        million shares of common stock, respectively, to an officer of the Company
        and
        to other parties, in satisfaction of amounts payable in the amount of $ 420,000.
        As a result, accounts payable to related parties decreased to $313,694 compared
        to $807,686 at June 30, 2006.
 
 On
        September 30, 2006, the Company had cash on hand of $43,036.
 
 The
        Company has plans to further develop its oil and gas properties, which will
        require substantial additional working capital that the Company does not
        currently have. Moreover, the Company does not anticipate significant revenue
        from its operating activities in the upcoming quarter.
 
 **Results
        of Operations**
 
 ***Comparison
        of the three months ended September 30,, 2006 and
        2005***
 
 The
        Company sustained a net loss of $26,535 during the three months ended September
        30, 2006 compared to a loss of $122,000 for the three months ended September
        30,
        2005. This decrease in loss was primarily the result of the Company engaging
        in
        limited operations during the three months ended September 30, 2006, compared
        to
        the same period of 2005, as a result of the Company having limited available
        funds. The Company incurred the following expenses:
 
 
 14
  **Three
                  months ended****September
                  30, 2006**
              
              **September
                  30, 2005**Travel
              
              $
              4,225
              
              $
              17,176Office
                  expenses
              
              
              16,868
              
              
              7,950Professional
              
              
              13,318
              
              
              11,020Consultants
              
              
              21,772
              
              
              69,782Promotional
              
              
              443
              
              
              -Rent
              
              
              14,418
              
              
              6,343Exploration
                  and development - oil and gas
              
              
              -
              
              
              -Other
              
              
              239
              
              
              6,226**Total**
              
              $
              71,313
              
              $
              118,497
 
 Travel
        expenses decreased $12,951 or 75% to $4,225 during the three months ended
        September 30, 2006 compared to September 30, 2005. This decrease in travel
        expenses was primarily the result of the Company engaging in limited operations
        during the three months ended September 30, 2006, compared to the same period
        of
        2005, as a result of the Company having limited available funds. The Company
        anticipates travel expenses will remain fairly constant until such time as
        the
        Company obtains additional funding.
 
 Office
        expenses increased $8,918 or 112% to $16,868 during the three months ended
        September 30, 2006 compared to the same period 2005. This increase is primarily
        the result of transferring the Company’s executive offices from Vancouver,
        British Columbia to Salt Lake City, Utah, while continuing to maintain the
        Vancouver, British Columbia office. The Company is planning to close the
        Vancouver office in February 2006 in an effort to reduce office expenses
        in
        connection with the limited funds available to the Company. The Company expects
        this increase in office expenses to be a one time event and anticipates that
        future office expenses will return to levels more consistent with those
        experienced in prior quarters.
 
 Professional
        fees increased slightly from $11,020 to $13,318 during the three months ended
        September 30, 2006. The Company expects professional expenses to continue
        at
        rates consistent with those experienced during the first quarter of the 2007
        fiscal year and until such time as the Company has additional funds available
        for use.
 
 Consultants’
        fees decreased $48,010 or 69% to $21,772 during the three months ended September
        30, 2006 compared to three month period ended September 30, 2005. The Company
        has no employees, rather management retains consultants to provide the services
        the Company needs. Again, as a result of efforts to reduce expenses, the
        Company
        received only limited services from consultants during the three months ended
        September 30, 2006 compared to the same three month period of 2005. The Company
        expects consultants’ fees to continue at lower levels in upcoming quarters
        unless the Company is able to obtain additional funding.
 
 
 15
  The
        Company incurred limited promotional expenses during the quarter ended September
        30, 2006, $443, as compared to $0 during the three months ended September
        30,
        2005. This limited increase in promotional expenses, is in line with the
        Company’s efforts to control expenses as much as possible. The Company will
        continue to limit promotional expenses until such time as need and funding
        justifies increasing promotional efforts.
 
 Rent
        expenses increased $8,075 or 127% during the three months ended September
        30,
        2006 compared to 2005. We anticipate rents will remain consistent with those
        experienced during the three month ended September 30, 2006 until the office
        lease for the Company’s Vancouver office expires later this year.
 
 During
        the three months ended September 30, 2006, the Company incurred $0 in
        exploration and development expenses, compared to $0 during the three months
        ended September 30, 2005. The Company anticipates exploration and development
        expenses in the future will increase and return to higher levels in the upcoming
        fiscal quarters if the Company is able to obtain additional funding.
 
 Other
        expenses decreased to $ 239 for the three months ended September 30, 2006
        compared to $6,226 for the three months ended September 30, 2005. We anticipate
        other expenses in the upcoming quarter will remain consistent with those
        experienced during the first fiscal quarter 2007.
 
 The
        Company generated no operating income during the three months ended September
        30, 2006 or 2005. Non-operating income during the three months ended September
        30, 2006, was $650 compared to $2,497 during the three months ended September
        30, 2005.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 *Evaluation
        of Disclosure Controls and Procedures*
 
 Our
        principal executive officer and our principal financial officer (the *"Certifying
        Officers"* )
        are
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Such officers
        have
        concluded (based upon their evaluations of these controls and procedures
        as of
        the end of the period covered by this report) that our disclosure controls
        and
        procedures are effective to ensure that information required to be disclosed
        by
        us in this report is accumulated and communicated to management, including
        the
        Certifying Officers as appropriate, to allow timely decisions regarding required
        disclosure. Based on this evaluation, our Certifying Officers have concluded
        that our disclosure controls and procedures are effective as of September
        30,
        2006.
 
 
 
 16
  *Changes
        in Internal Control over Financial Reporting*
 
 There
        were no changes in our internal controls over financial reporting during
        the
        quarter ended September 30, 2006 that materially affected, or are reasonably
        likely to materially affect, our internal control over financial
        reporting.
 
 
 **PART
        II - OTHER INFORMATION**
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 On
        July
        17, 2006 and August 25, 2006, the Company issued 4.4 million and 1.53 million
        shares of common stock, respectively to the following officer of the Company
        and
        to the following other parties, in satisfaction of amounts payable in the
        amount
        of $ 420,00:.
 
 For
        his
        services rendered to the Company, Mr. John Hickey was issued 210,000 shares
        at
        $0.10 per share for work completed during the fourth quarter of the fiscal
        year
        ending June 30, 2005, for the fiscal year ending June 30, 2006 he received
        210,000 shares at $0.10 per share for services rendered during the first
        quarter, 300,000 shares at $0.07 per share for services rendered during the
        second quarter, 381,818 shares at $0.055 per share for services rendered
        during
        the third quarter and 381,818 shares at $0.055 per share for services rendered
        during the fourth quarter.
 
 For
        investor relations services, the Company issued Chicago Management 210,000
        shares at $0.10 per share for work completed during the fourth quarter of
        the
        fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006
        it
        received 210,000 shares at $0.10 per share for services rendered during the
        first quarter, 300,000 shares at $0.07 per share for services rendered during
        the second quarter, 381,818 shares at $0.055 per share for services rendered
        during the third quarter and 381,818 shares at $0.055 per share services
        rendered during for the fourth quarter.
 
 Also
        for
        investor relations services, the Company issued Global Capital 225,000 shares
        at
        $0.10 per share for work completed during the fourth quarter of the fiscal
        year
        ending June 30, 2005, for the fiscal year ending June 30, 2006 it received
        225,000 shares at $0.10 per share for services rendered during the first
        quarter, 321,428 shares at $0.07 per share for services rendered during the
        second quarter, 409,090 shares at $0.055 per share for services rendered
        during
        the third quarter and 409,090 shares at $0.055 per share for services rendered
        during the fourth quarter.
 
 Nevada
        Holdings Company provides Apex Resources with leased office furnishing and
        equipment. In exchange, Nevada Holdings was issued the following shares;
        195,000
        shares at $0.10 per share for services rendered during the fourth quarter
        of the
        fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006
        Nevada Holdings received 195,000 shares at $0.10 per share for services rendered
        during the first quarter, 278,571 shares at $0.07 per share for services
        rendered during the second quarter, 354,545 shares at $0.055 per share for
        services rendered during the third quarter and 354,545 shares at $0.055 per
        share for services rendered during the fourth quarter.
 
 
 17
  All
        shares issued during the quarter were issued to non US persons without
        registration under the Securities Act of 1933 in reliance on an exemption
        from
        registration provided by Regulation S promulgated by the Securities and Exchange
        Commission.
 
 **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
  **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:
                  November 13, 2006
              By:
              /s/
                  John R.
                  RaskJohn
                  R. Rask, President and DirectorDate:
                  November 13, 2006
              By:
              /s/
                  John M.
                  HickeyJohn
                  M. Hickey, Secretary and Director
 
      18