**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: March
      31, 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.)610-800
                West Pender Street, Vancouver, B.C.
            V6C
                2V6(Address
                of principal executive offices)
            (Zip
                Code)





(604)
      669-2723


Registrant’s
      telephone number, including area code








Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports) Yes [x] No [ ] and (2) has been subject to such filing
      requirements for the past 90 days.   Yes   [ x ] 
 No   [   ]





State
      the
      number of shares outstanding of each of the registrant’s classes of common
      equity, as of the latest practicable date.





Common
      stock, par value $.001; 92,625,212 shares outstanding as of May 15,
      2006.




















INDEX








Page
              NumberPART
                I.
            
            3ITEM
                1.
            Financial
                Statements (unaudited)
            3Balance
                Sheet as of March 31, 2006 and June 30, 2005
            4Statements
                of Operations for the Three Months and Nine Months Ended March 31,
                2006
                and 2005 and the Period from inception (January 27, 1984) to March
                31,
                2006
            5Statement
                of Cash Flows for the Nine Months ended March 31, 2006 and 2004 and
                the
                Period from Inception (January 27, 1984) to March 31, 2006
            6Notes
                to Financial Statements
            7ITEM
                2.
            Managements’
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12ITEM
                3.
            Controls
                and Procedures
            17PART
                II
            
            18ITEM
                6.
            Exhibits
            18Signatures
            18











2





**PART
      I - FINANCIAL INFORMATION**







This
      filing contains certain forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995. For this purpose any
      statements contained herein that are not statements of historical fact may
      be
      deemed to be forward-looking statements. Without limiting the foregoing, words
      such as “may,” “will,” “expect,” “believe,” anticipate,” “estimate” or
“continue” or comparable terminology are intended to identify forward-looking
      statements. These statements by their nature involve substantial risks and
      uncertainty, and actual results may differ materially depending on a variety
      of
      factors, many of which are not within the Company’s control. These factors
      include but are not limited to economic conditions generally and in the
      industries in which the Company and its customers participate; competition
      within the Company’s industry, including competition from much larger
      competitors; technological advances which could render the Company’s products
      less competitive or obsolete; failure by the Company to successfully develop
      new
      products or to anticipate current or prospective customers’ product needs; price
      increase or supply limitations for components purchased by the Company for
      use
      in its products; and delays, reductions, or cancellations of orders previously
      placed with the Company.





**ITEM
      1. FINANCIAL STATEMENTS**








The
      accompanying balance sheet of Apex Resources Group, Inc., (development stage
      company) at March 31, 2006 and June 30, 2005, the statements of operations
      for
      the three and nine months ended March 31, 2006 and 2005 and the period from
      inception (January 27, 1984) to March 31, 2006 and statements of cash flows
      for
      the nine months ended March 31, 2006 and 2005 and the period from inception
      (January 27, 1984) to March 31, 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 March 31, 2006, are not necessarily indicative
      of
      the results that can be expected for the year ending June 30, 2006.













3









**APEX
      RESOURCES GROUP, INC.**


**(DEVELOPMENT
      STAGE COMPANY)**


**BALANCE
      SHEET**





March
                31,
              2006
            
            June
                30,
              2005**CURRENT
                ASSETS**Cash
            
            
            21,529
            
            
            18,507Total
                Current Assets
            
            
            21,529
            
            
            18,507**PROPERTY
                AND EQUIPMENT**-
                net of accumulated depreciation
            
            
            175,839
            
            
            191,005**OTHER
                ASSETS**Accounts
                receivable - affiliates
            
            
            156,429
            
            
            156,072Oil
                leases
            
            
            67,913
            
            
            67,913Available
                for sale securities
            
            
            2,428
            
            
            2,428Land
            
            
            -
            
            
            83,600Land
                - Canada
            
            
            89,845
            
            
            222,234316,615
            
            
            532,247**Total
                Assets**
            
            
            513,983
            
            
            741,759**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****CURRENT
                LIABILITIES**Accounts
                payable
            
            
            60,781
            
            
            36,766Note
                Payable - Land
            
            
            -
            
            
            214,118Accounts
                payable - related parties
            
            
            520,810
            
            
            323,604Total
                Current Liabilities
            
            
            581,591
            
            
            574,488**STOCKHOLDERS'
                EQUITY**Common
                stock400,000,000
                shares authorized, at $.001 par value; 92,625,212 issued and
                outstanding
            
            
            92,625
            
            
            92,625Capital
                in excess of par value
            
            
            10,983,235
            
            
            10,983,235Less
                stock subscriptions receivable
            
            
            (2,427,000
            )
            
            (2,427,000
            )Deficit
                accumulated during the development stage
            
            
            (8,716,468
            )
            
            (8,481,589
            )Total
                Stockholders' Equity
            
            
            (67,608
            )
            
            167,271**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            
            513,983
            
            
            741,759












4







**APEX
      RESOURCES GROUP, INC.**


**(DEVELOPMENT
      STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**





3
                months ended March 31,
            
            9
                months ended March 31
            
            Jan.
                27, 1984 (date of inception of development stage) to2006
            
            2005
            
            2006
            
            2005
            
            March
                2006**REVENUES**Other
                non-operating income
            
            $
            1,299
            
            $
            1,234
            
            $
            5,083
            
            $
            12,301
            
            $
            368,027**EXPENSES**Exploration,
                development and administrative - Note 6
            
            
            42,877
            
            
            172,773
            
            
            238,686
            
            
            664,425
            
            
            10,264,433Depreciation
            
            
            6,000
            
            
            6,000
            
            
            18,000
            
            
            18,000
            
            
            166,102Total
                operating expenses
            
            
            48,877
            
            
            178,773
            
            
            256,686
            
            
            682,425
            
            
            10,430,535NET
                (LOSS) - before other income (expense)
            
            
            (47,578
            )
            
            (177,539
            )
            
            (251,603
            )
            
            (670,124
            )
            
            (10,062,508
            )Gain
                on sale of assets
            
            
            -
            
            
            -
            
            
            39,249
            
            
            -
            
            
            1,368,565Interest
                expense
            
            
            (2,000
            )
            
            -
            
            
            (22,525
            )
            
            -
            
            
            (22,525
            )NET
                (LOSS)
            
            
            (49,578
            )
            
            (177,539
            )
            
            (234,879
            )
            
            (670,124
            )
            
            (8,716,468
            )Basic
                net (loss) per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.01
            )Weighted
                average shares outstanding
            
            
            92,625,000
            
            
            91,585,000
            
            
            92,625,000
            
            
            84,468,000














5







**APEX
      RESOURCES GROUP, INC.**


**(DEVELOPMENT
      STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**





9
                months ended March 31,
            
            Jan.
                27, 1984 (date of
              inception
                of development
              stage)
                to2006
            
            2005
            
            March
                31, 2006Cash
                flows from operating activities:Net
                (loss)
            
            $
            (234,879
            )
            $
            (670,124
            )
            $
            (8,716,468
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
            
            
            18,000
            
            
            18,000
            
            
            148,386Gain
                on sale of assets
            
            
            (39,249
            )
            
            
            
            
            (39,429
            )Common
                stock issued for services
            
            
            -
            
            
            335,473
            
            
            5,667,566(Increase)
                decrease in accounts receivable
            
            
            (357
            )
            
            2,860
            
            
            (156,429
            )(Increase)
                decrease in other assets
            
            
            215,989
            
            
            
            
            
            (160,186
            )Increase
                (decrease) in liabilities
            
            
            7,103
            
            
            405,762
            
            
            581,591Net
                cash used in operating activities
            
            $
            (33,393
            )
            $
            91,971
            
            $
            (2,674,969
            )Cash
                flows from investing activities:Purchase
                of investments
            
            $
            -
            
            $
            200
            
            
            -Proceeds
                from sale of property & equipment
            
            
            36,415
            
            
            -
            
            
            230,596Purchase
                of property and equipment
            
            
            -
            
            
            (207,951
            )
            
            (616,225
            )36,415
            
            
            (207,751
            )
            
            (385,629
            )Cash
                flows from financing activities:Net
                proceeds from issuance of common stock
            
            $
            -
            
            $
            123,000
            
            $
            3,082,127Net
                increase (decrease) in cash and cash equivalents
            
            
            3,022
            
            
            7,220
            
            
            21,529Cash
                and cash equivalents, beginning of period
            
            
            18,507
            
            
            14,741
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            21,529
            
            $
            21,961
            
            $
            21,529Supplemental
                disclosure of cash flow information:Interest
                paid
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -
            
            $
            -Non-cash
                financing activities:Common
                stock issued for service
            
            $
            -
            
            $
            -
            
            $
            -Common
                stock issued for anticipated acquisition
            
            $
            -
            
            $
            -
            
            $
            -














6







**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**March
      31, 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 March 31, 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 March 31, 2006 and the
      results of operations and cash flows for the three months ended March 31,
      2006.





The
      results of operations for the three months ended March 31, 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)**


**March
      31, 2006**







**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





Property
      and Equipment





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





Office
                equipment
            
            
            159,714Residential
                rentals
            
            
            164,511Less
                accumulated depreciation
            
            
            (148,386
            )175,839





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)**


**March
      31, 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
      March
      31, 2006, the Company had a net operating loss available for carry forward
      of
      $8,716,468. The tax benefit of approximately $2,541,121 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
      2025.





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)**


**March
      31, 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 21% of the
      outstanding common stock of the Company and have received the restricted common
      capital stock issued to them.





On
      March
      31, 3006 the Company owed certain shareholders, directors and officers the
      sum
      of $520,810.





The
      Company has made no interest, demand loans to affiliates of $156,429. 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.







10





**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**March
      31, 2006**







**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.




**March
                31,**
            
            **March
                31,****2006**
            
            **2005**Travel
            
            $
            27,754
            
            $
            61,310Office
                expenses
            
            
            25,404
            
            
            102,394Professional
            
            
            22,047
            
            
            22,915Consultants
            
            
            72,862
            
            
            320,886Promotional
            
            
            -
            
            
            18,678Rent
            
            
            44,179
            
            
            56,373Exploration
                and development - oil and gas
            
            
            1,030
            
            
            55,414Other
            
            
            45,410
            
            
            26,455$
            238,686
            
            $
            664,425

































11







**ITEM
                2.**
            **MANAGEMENTS’
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATION**





For
      a
      complete understanding, this Managements’ 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,
      2005.





**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, 2005, and the subsequent Quarterly Reports filed by the Company
      on Form 10-QSB. Following is a brief description of relevant events that
      occurred during the quarter ended March 31, 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
      other
      partners in the project are coordinated by Imperial Oil Resources. A consortium
      of oil and gas companies have 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*





The
      Company owns a 6.25% working interest in the Bastian Bay Field Lease #16152
      in
      Plaquamines Parish Louisiana. Until recently, Royal “T” Oil was the operator of
      this well. It turned over its interest in the well to Imperial Petroleum, Inc.
      Prior to Hurricane Katrina, Imperial had decided to work over the well at an
      estimated cost of $906,800. It was the Company’s understanding that Imperial
      intended to make a cash call to all participants. The participants in the well
      would be given the choice to pay the cash call or continue on a non-consent
      basis under which the non paying participants relinquish half of their working
      interest after Imperial has recouped its expenditures. The Company had
      determined to continue on a non-consent basis and not meet the cash call. If
      the
      Company fails to meet the cash call, its net revenue interest will be reduced
      from 6.25% to 3.125%. The Company has not yet learned how Imperial intends
      to
      proceed in the aftermath of Hurricane Katrina.









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. Recent 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.
      The estimated life expectancy of this well is at least six years.




Real
      Estate Interests





*Abbecombec
      Ocean Village Resort*





The
      Company owns two vacation homes in the Abbecombec Ocean Village Resort located
      on the shore of Clam Bay, which is 40 miles east of Halifax, Nova Scotia. The
      Company currently rents the dwellings on a month-to-month basis for $500 per
      month. The income generated by these properties 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. These properties are not subject
      to
      any mortgage or other obligation. The Company is currently trying to sell these
      properties. At this time the Company has no plans for renovate or otherwise
      improve the properties. The Company believes these properties are adequately
      insured.





*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.”





**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 nine months
      ended March 31, 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 March 31, 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 March 31, 2006, the Company did not issue
      any
      shares for services or in satisfaction of expenses, as a result, accounts
      payable to related parties increased to $520,810 compared to $323,604 at June
      30, 2005.







13







On
      March
      31, 2006, the Company had cash on hand of $21,529.





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 March 31, 2006 and 2005***





The
      Company sustained a net loss of $49,578 during the three months ended March
      31,
      2006 compared to a loss of $177,539 for the three months ended March 31, 2005.
      This decrease in loss was primarily the result of the Company engaging in
      limited operations during the three months ended March 31, 2006, compared to
      the
      same period of 2005, as a result of the Company having limited available funds.
      The Company incurred the following expenses:





**Three
                months ended****March
                31, 2006**
            
            **March
                31, 2005**Travel
            
            $
            7,740
            
            $
            7,156Office
                expenses
            
            
            7,380
            
            
            28,822Professional
            
            
            3,158
            
            
            13,055Consultants
            
            
            403
            
            
            84,411Promotional
            
            
            -
            
            
            8,000Rent
            
            
            6,628
            
            
            15,202Exploration
                and development - oil and gas
            
            
            1,030
            
            
            -Other
            
            
            16,178
            
            
            16,127**Total**
            
            $
            42,877
            
            $
            172,773




Travel
      expenses remained fairly constant increasing $584 or 8% to $7,740 during the
      three months ended March 31, 2006 compared to March 31, 2005. This slight
      increase is the inflation in the cost of airfares during the three months ended
      March 31, 2006 compared to the same period of 2005. The Company anticipates
      travel expenses will remain fairly constant until such time as the Company
      obtains additional funding.





Office
      expenses decreased $27,442 or 74% to $7,380 during the three months ended March
      31, 2006 compared to the same period 2004. This decrease is primarily the result
      of significantly reduced activity at the Salt Lake City office and other efforts
      to reduce office expenses in connection with the limited funds available to
      the
      Company. The Company expects office expenses to remain at this lower level
      until
      such time as the Company obtains additional financing.







14








Professional
      fees decreased from $9,537 to $3,518 during the three months ended March 31,
      2006. This decrease is largely attributable to the Company retaining fewer
      professionals to provide services as a result of the Company’s inability to pay
      for such services. The Company expects professional expenses to continue at
      rates consistent with those experienced during the balance of the 2006 fiscal
      year and until such time as the Company has additional funds available for
      use.





Consultants
      fees decreased $84,008 or 99% to $403 during the three months ended March 31,
      2006 compared to three month period ended March 31, 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
      March 31, 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.





The
      Company incurred no promotional expenses during the quarter ended March 31,
      2006, compared to $8,000 during the three months ended March 31, 2005. This
      decrease in promotional expenses, as with other decreases in expenses is
      attributable to our efforts to reduce 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 decreased $8,574 or 56% during the three months ended March 31, 2006
      compared to 2005. We anticipate rents will remain fairly consistent with those
      experienced during the three month ended March 31, 2006 until the office lease
      for the Company’s Salt Lake City office expires later this year.





During
      the three months ended March 31, 2006, the Company incurred $1,030 in
      exploration and development expenses, compared to $0 during the three months
      ended March 31, 2005. The Company believes this minor change in exploration
      and
      development expense is primarily attributable to timing issues. 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 increased to $ 16,178 for the three months ended March 31, 2006
      compared to $16,127 for the three months ended March 31, 2005. We anticipate
      other expenses in the upcoming quarter will remain consistent with those
      experienced during the third fiscal quarter 2006.





The
      Company generated no operating income during the three months ended March 31,
      2006 or 2005. Non-operating income during the three months ended March 31,
      2006,
      was $1,299 compared to $1,234 during the three months ended March 31, 2005.









15


***Comparison
        of the nine months ended March 31, 2006 and 2005***


The
      Company sustained a net loss of $234,879 during the nine months ended March
      31,
      2006 compared to a loss of $670,124 for the nine months ended March 31, 2005.
      This decrease in loss was primarily the result of the Company limiting its
      operating activities as a result of the limited funding available to the
      Company. The Company incurred the following expenses:





**Nine
                months ended****March
                31, 2006**
            
            **March
                31, 2005**Travel
            
            $
            27,754
            
            $
            61,310Office
                expenses
            
            
            25,404
            
            
            102,394Professional
            
            
            22,047
            
            
            22,915Consultants
            
            
            72,459
            
            
            320,886Promotional
            
            
            -
            
            
            18,678Rent
            
            
            44,197
            
            
            56,373Exploration
                and development - oil and gas
            
            
            1,030
            
            
            55,414Other
            
            
            45,410
            
            
            26,455**Total**
            
            $
            238,686
            
            $
            664,425




Travel
      expenses decreased $33,556 or 55% to $27,714 during the nine months ended March
      31, 2006 compared to March 31, 2005. This decrease is primarily the result
      of
      decreased travel for promotional purposes as a result of the limited financial
      resources of the Company. The Company anticipates travel expenses will continue
      to decrease until additional funding becomes available.





Office
      expenses decreased $76,990 or 75% to $25,404 during the nine months ended March
      31, 2006 compared to the same period 2005. This decrease is primarily the result
      of reducing the activities at its Salt Lake City office and other efforts to
      reduce office expenses in connection with the limited funds available to the
      Company.





Professional
      fees decreased from $22,915 during the nine months ended March 31, 2005 to
      $22,047 during the nine months ended March 31, 2006. The Company intends to
      try
      and limit professional expenses in upcoming fiscal quarters because of its
      limited financial resources.





Consultants
      fees decreased $248,427 or 77% to $72,459 during the nine months ended March
      31,
      2006 compared to nine month period ended March 31, 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
      retained fewer consultants during the nine months ended March 31, 2006 compared
      to the same six month period ended March 31, 2005. The Company expects
      consultants fees to continue to decrease in the future until such time as the
      Company is able to secure additional funding.





The
      Company incurred no promotional expenses during the nine months ended March
      31,
      2006, compared to $18,678 during the nine months ended March 31, 2005. This
      decrease in promotional expenses, as with other decreases in expenses is
      attributable to our efforts to reduce expenses as much as possible. The Company
      will continue to try to limit promotional expenses until such time as need
      and
      funding justify increasing promotional efforts.









16








Rent
      expenses decreased $12,194 or 22% during the nine months ended March 31, 2006
      compared to the same nine month period of 2005. We anticipate rents will
      continue at consistent rates until the lease on our Salt Lake offices expires
      later this year.





During
      the nine months ended March 31, 2006, the Company incurred $1,030 exploration
      and development expense, compared to $55,414 during the nine months ended March
      31, 2005. This decrease is partially attributable to the Company having limited
      funds and partially the result of timing issues. The Company anticipates
      exploration and development expenses in the future will increase and return
      to
      higher levels in upcoming fiscal quarters if the Company is able to secure
      additional funding.





Other
      expenses increased to $45,410 for the nine months ended March 31, 2006 compared
      to $26,455 for the nine months ended March 31, 2005. This increase is primarily
      the result of fluctuations in the foreign currency exchange rate. Other than
      fluctuations in foreign currency exchange rate, which we cannot predict, we
      anticipate all other expenses include in other expenses to remain consistent
      with those experienced during the first nine months of the current fiscal
      year.





The
      Company generated no operating income during the nine months ended March 31,
      2006 or 2005. Non-operating income during the nine months ended March 31, 2006,
      was $5,083 compared to $12,301 during the nine months ended March 31, 2005.
      This
      decrease is attributable to funds being used to refurbish houses at Abbecombec
      Ocean Village.





**ITEM
              3.**
            **CONTROLS
                AND PROCEDURES**





The
      Company’s principal executive officers 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 the Company’s disclosure
      controls and procedures are effective to ensure that information required to
      be
      disclosed by it in this report is accumulated and communicated to management,
      including the Certifying Officers as appropriate, to allow timely decisions
      regarding required disclosure.





The
      Certifying Officers have also indicated that there were no significant changes
      in the Company’s internal controls over financial reporting or other factors
      that could significantly affect such controls subsequent to the date of their
      evaluation, and there were no significant deficiencies and material weaknesses. ****





Management,
      including the Certifying Officers, does not expect that the Company’s disclosure
      controls or its internal controls will prevent all error and all fraud. A
      control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. In addition, the design of a control system must reflect the fact
      that
      there are resource constraints, and the benefits of controls must be considered
      relative to their costs. Because of the inherent limitations in all control
      systems, no evaluation of controls can provide absolute assurance that all
      control issues and instances of fraud, if any, within a company have been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. Additionally, controls can be circumvented by the individual
      acts of some persons, by collusion of two or more people or by management
      override of the control. The design of any systems of controls is also based
      in
      part upon certain assumptions about the likelihood of future events, and there
      can be no assurance that any design will succeed in achieving its stated goals
      under all potential future conditions. Because of these inherent limitations
      in
      a cost-effective control system, misstatements due to error or fraud may occur
      and may not be detected.







17








**PART
      II - OTHER INFORMATION**





**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:
                May 19, 2006
            By:
            /s/ John R.
                RaskJohn
                R. Rask, President and DirectorDate:
                May 19, 2006
            By:
            /s/ John M.
                HickeyJohn
                M. Hickey, Secretary and Director
















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