**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: December
      31, 2005





( 
                )
            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.)136
                East South Temple, Suite 1600, Salt Lake City, Utah
            84111(Address
                of principal executive offices)
            (Zip
                Code)





(801)
      363-2599


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 March 15,
      2006.
















INDEX








PageNumberPART
                I.ITEM
                1.
            Financial
                Statements (unaudited)
            3Balance
                SheetsDecember
                31, 2005
            4Statement
                of OperationsThree
                Month and Six Months Ended December 31, 2005 and 2004 and the Period
                January 27, 1984 to December 31, 2005
            5Statement
                of Cash FlowsSix
                Months Ended December 31, 2005 and 2004 and the Period January 27,
                1984 to
                December 31, 2005
            6Notes
                to Financial Statements
            8ITEM
                2.
            Managements’
                Discussion and Analysis of Financial Condition and Results of
                Operations
            13ITEM
                3.
            Controls
                and Procedures
            19PART
                IIITEM
                5.
            Other
                Information
            19ITEM
                6.
            Exhibits
            19Signatures
            20









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 December 31, 2005 the statement of operations for the three and
      six
      months ended December 31, 2005 and 2004 and the period January 27, 1984 (date
      of
      inception) to December 31, 2005 and cash flows for the six months ended December
      31, 2005 and 2004 and the period January 27, 1984 (date of inception) to
      December 31, 2005 and the statement of stockholders’ equity for the period from
      January 27, 1984 to September 30, 2005, 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 December 31, 2005, 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**





December
                31, 2005**CURRENT
                ASSETS**Cash
            
            
            22,685Total
                Current Assets
            
            
            22,685**PROPERTY
                AND EQUIPMENT**-
                net of accumulatedDepreciation
            
            
            179,005**OTHER
                ASSETS**Accounts
                receivable - affiliates
            
            
            156,341Oil
                leases
            
            
            67,913Available
                for sale securities
            
            
            2,428Land
                - Canada
            
            
            89,845316,527**Total
                Assets**
            
            
            518,217**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****CURRENT
                LIABILITIES**Accounts
                payable
            
            
            138,354Accounts
                payable - related parties
            
            
            397,893Total
                Current Liabilities
            
            
            536,247**STOCKHOLDERS'
                EQUITY**Common
                stock400,000,000
                shares authorized, at $.001 par value;
                92,625,212 issued and outstanding
            
            
            92,625Capital
                in excess of par value
            
            
            10,983,235Less
                stock subscriptions receivable
            
            
            (2,427,000
            )Deficit
                accumulated during the development stage
            
            
            (8,666,890
            )Total
                Stockholders' Equity
            
            
            (18,030
            )**TOTAL
                  LIABILITIES AND STOCKHOLDERS'** **EQUITY**
            
            
            518,217












4





**APEX
      RESOURCES GROUP, INC.**


**(DEVELOPMENT
      STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**








3
                months ended
              December
                31,
            
            6
                months ended
              December
                31,
            
            Jan.
                27, 1984 (date
              of
                inception of development stage)2005
            
            2004
            
            2005
            
            2004
            
            to
                Dec. 31, 2005**REVENUES**Other
                non-operating income
            
            $
            1,287
            
            $
            1,120
            
            $
            3,784
            
            $
            11,067
            
            $
            366,728**EXPENSES**Exploration,
                  development and administrative
            
            
            41,175
            
            
            321,142
            
            
            195,374
            
            
            491,652
            
            
            10,064,506Depreciation
            
            
            6,000
            
            
            6,000
            
            
            12,000
            
            
            12,000
            
            
            154,102Total
                operating expenses
            
            
            47,175
            
            
            327,142
            
            
            207,374
            
            
            503,652
            
            
            10,218,608NET
                  (LOSS) - before other income (expense)
            
            
            (45,888
            )
            
            (326,022
            )
            
            (203,590
            )
            
            (492,585
            )
            
            (9,851,880
            )Gain
                on sale of assets
            
            
            -
            
            
            -
            
            
            40,993
            
            
            -
            
            
            1,329,316Interest
                expense
            
            
            (2,697
            )
            
            -
            
            
            (20,525
            )
            
            -
            
            
            (2,697
            )Loss
                on land reposession
            
            
            -
            
            
            -
            
            
            (1,744
            )
            
            -
            
            
            -NET
                (LOSS)
            
            
            (48,585
            )
            
            (326,022
            )
            
            (184,866
            )
            
            (492,585
            )
            
            (8,525,261
            )Basic
                net (loss) per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.01
            )Weighted
                average shares outstanding
            
            
            92,625,000
            
            
            72,727,000
            
            
            92,625,000
            
            
            69,721,000






















5










**APEX
      RESOURCES GROUP, INC.**


**(DEVELOPMENT
      STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**





6
                months ended December 31,
            
            Jan.
                27, 1984
              (date
                of inception of
              development
                stage)2005
            
            2004
            
            to
                Dec. 31, 2005Cash
                flows from operating activities:Net
                (loss)
            
            $
            (184,866
            )
            $
            (492,585
            )
            $
            (8,651,936
            )Adjustments
                  to reconcile net loss to cashused in operating
                  activities:Depreciation
            
            
            12,000
            
            
            12,000
            
            
            136,386Common
                stock issued for services
            
            
            -
            
            
            335,473
            
            
            5,322,093(Increase)
                decrease in accounts receivable
            
            
            (269
            )
            
            (1,794
            )
            
            (156,341
            )(Increase)
                decrease in other assets
            
            
            -
            
            
            
            
            
            -Increase
                (decrease) in liabilities
            
            
            (38,676
            )
            
            240,726
            
            
            895,060Net
                cash used in operating activities
            
            $
            (211,811
            )
            $
            93,820
            
            $
            (2,454,738
            )Cash
                flows from investing activities:Deposit
            
            $
            -
            
            $
            (4,000
            )
            $
            -Purchase
                of investments
            
            
            -
            
            
            200
            
            
            (2,428
            )Purchase
                of oil & gas leases & mining claims
            
            
            -
            
            
            -
            
            
            (67,913
            )Purchase
                of property and equipment
            
            
            215,989
            
            
            (175,162
            )
            
            (400,505
            )Net
                cash provided by investing activities
            
            
            215,989
            
            
            (178,962
            )
            $
            (470,846
            )Cash
                flows from financing activities:Net
                proceeds from issuance of common stock
            
            $
            -
            
            $
            123,000
            
            $
            2,948,269Net
                cash provided by financing activities
            
            $
            -
            
            $
            123,000
            
            $
            2,948,269Net
                increase (decrease) in cash and cash equivalents
            
            
            4,178
            
            
            37,858
            
            
            22,685Cash
                and cash equivalents, beginning of period
            
            
            18,507
            
            
            14,741
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            22,685
            
            $
            52,599
            
            $
            22,685Supplemental
                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)**


**STATEMENT
      OF CASH FLOWS (Continued)**


**For
      the Period January 27, 1984 (Date of Inception) to September 30,
      2005**











SCHEDULE
                OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIESIssuance
                of 1,154,073 common shares for assets, services and expenses -from
                inception to June 30, 1998
            
            $
            1,500,765Issuance
                of 1,549,875 common shares for assets, services and expenses - for
                the
                year ended June 30, 1999
            
            
            1,157,000Issuance
                of 1,242,781 common shares for assets, services and expenses - for
                the
                year ended June 30, 2000
            
            
            1,240,093Issuance
                of 784,500 common shares for services and expenses - for the year
                ended
                June 30, 2001
            
            
            629,500Issuance
                of 105,000 common shares for services and expenses - for the year
                ended
                June 30, 2002
            
            
            62,999Issuance
                of 10,560,000 common shares for services and expenses - for the year
                ended
                June 30, 2003
            
            
            115,380Issuance
                of 9,267,655 common shares for services and expenses - for the year
                ended
                June 30, 2004
            
            
            270,882Issuance
                of 9,010,143 common shares for assets, services and expenses for
                the year
                ended June 30, 2005
            
            
            345,473

























7


**APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **December
        31, 2005**


**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 and
      six
      months ended December 31, 2005 and 2004 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 December 31, 2005,
      results of operations for the three and six months ended December 31, 2005
      and
      2004, results of operations from inception to December 31, 2005, cash flows
      for
      the three and six months ended December 31, 2005 and 2004, and cash flows from
      inception to December 31, 2005.





The
      results of operations for the three months ended December 31, 2005 and 2004
      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.










8


**APEX
          RESOURCES GROUP, INC.**
 **(Development
          Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **December
          31, 2005**
  **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)**





Property
      and Equipment





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





Office
                equipment
            
            
            150,880Residential
                rentals
            
            
            164,511Less
                accumulated depreciation
            
            
            (136,386
            )179,005





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. Related gains/losses are immaterial to the financial statement
      presentation as of December 31, 2005 and 2004. US dollars are considered to
      be
      the functional currency.










9


**APEX
          RESOURCES GROUP, INC.**
 **(Development
          Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **December
          31, 2005**
  **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
      December 31, 2005, the Company had a net operating loss available for carry
      forward of $8,525,261. The tax benefit of approximately $2,550,000 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
      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.










10


**APEX
          RESOURCES GROUP, INC.**
 **(Development
          Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **December
          31, 2005**
  **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
      is 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
      December 31, 2005 the Company owed certain shareholders, directors and officers
      the sum of $397,893.





The
      Company has made no interest, demand loans to affiliates of $156,341. 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.










11


**APEX
          RESOURCES GROUP, INC.**
 **(Development
          Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **December
          31, 2005**
  **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.












































12







**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 September 30, 2005.





**Recent
      Developments**





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. It
      was recently announced that 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 area and 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.









13








*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.





*Woodland
      Valley Ranch and Elk Valley Ranch, Arizona*





During
      the quarter the Company learned that the mortgage holder on the 37 acres of
      undeveloped land owned by the Company in Woodland Valley Ranch, located in
      Apache County in northern Arizona and the two undeveloped lots, totaling 73
      acres of real property, in Elk Valley Ranch in northern Arizona owned by the
      Company foreclosed on the mortgages on these lots on September 30, 2005, as
      a
      result of the Company’s failure to make the monthly mortgage payments on these
      properties.





*Cowichan
      Lake, Victoria, B.C.*





In
      January 2005, the Company paid approximately $39,000 toward the purchase price
      for Lot 4 on Upper Point Ideal Road in the Cowichan Lake District in Victoria
      B.C. In March 2005, the Company paid approximately $42,000 toward the purchase
      price of Lot 2. Part of the payment covered various fees and taxes, the
      remainder was applied to reduce the balance of the purchase price. In September
      2005, the Company sold Lot 4 for $177,426. The Company used the proceeds from
      the sale of that property to retire the $87,500 mortgage on Lot 4 and the
      $78,000 mortgage on Lot 2. The Company is currently attempting to sell Lot
      2.
      The Company acquired these properties for investment purposes and has no present
      intent to develop or improve these parcels.





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.”









14








**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 six months
      ended December 31, 2005, the Company financed its operations primarily through
      loans 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 December
      31, 2005, 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
      December 31, 2005, the Company did not issue any shares for services or in
      satisfaction of expenses, as a result, accounts payable to related parties
      increased to $397,893 compared to $323,604 at June 30, 2005.





On
      December 31, 2005, the Company had cash on hand of $22,685.





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 December 31, 2005 and 2004***





The
      Company sustained a net loss of $48,585 during the three months ended December
      31, 2005 compared to a loss of $326,022 for the three months ended December
      31,
      2004. This decrease in loss was primarily the result of the Company not engaging
      in any exploration and development activities during the three months ended
      December 31, 2005, compared to the same period of 2004, as a result of the
      Company having limited available funds. The Company incurred the following
      expenses:





**Three
                months ended****December
                31, 2005**
            
            **December
                31, 2004**Travel
            
            $
            929
            
            $
            50,687Office
                expenses
            
            
            9,912
            
            
            47,145Professional
            
            
            3,000
            
            
            9,100Consultants
            
            
            2,677
            
            
            159,328Promotional
            
            
            -
            
            
            6,668Rent
            
            
            18,862
            
            
            28,071Exploration
                and development - oil and gas
            
            
            -
            
            
            17,314Other
            
            
            5,795
            
            
            2,829**Total**
            
            $
            41,175
            
            $
            321,142












15





Travel
      expenses decreased $49,758 or 98% to $929 during the three months ended December
      31, 2005 compared to December 31, 2004. This decrease is primarily the result
      of
      reduced travel for promotion due to limited financial resources during the
      three
      months ended December 31, 2005 compared to the same period of 2004. The Company
      anticipates travel expenses will remain low until such time as the Company
      obtains additional funding.





Office
      expenses decreased $37,233 or 79% to $9,912 during the three months ended
      December 31, 2005 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.





Professional
      fees decreased from $9,100 during the three months ended December 31, 2004
      to
      $3,000 during the three months ended December 31, 2005. This decrease is largely
      attributable to the Company retaining fewer professionals to provides 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 second fiscal quarter 2006 until such time as the Company
      has additional funds available for use.





Consultants
      fees decreased $156,651 or 98% to $2,677 during the three months ended December
      31, 2005 compared to three month period ended December 31, 2004. 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 very few consultants during the three months ended December 31, 2005
      compared to the same three month period of 2004. The Company expects consultants
      fees to remain at about the same level in upcoming quarters unless the Company
      is able to obtain additional funding.





The
      Company incurred no promotional expenses during the quarter ended December
      31,
      2005, compared to $6,668 during the three months ended December 31, 2004. 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
      justify increasing promotional efforts.





Rent
      expenses decreased $9,383 or 33% during the three months ended December 31,
      2005
      compared to 2004. We anticipate rents will remain fairly consistent with those
      experienced during the three month ended December 31, 2005 until the office
      lease for the Company’s Salt Lake City office expires later this
      year.





During
      the three months ended December 31, 2005, the Company incurred no expenses
      for
      exploration and development, compared to $17,314 during the three months ended
      December 31, 2004. 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 the upcoming fiscal quarters if the Company is able to obtain
      additional funding.










16






Other
      expenses increased to $5,795 for the three months ended December 31, 2005
      compared to $2,829 for the three months ended December 31, 2004. 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 second fiscal quarter.





The
      Company generated no operating income during the three months ended December
      31,
      2005 or 2004. Non-operating income during the three months ended December 31,
      2005, was $1,287 compared to $1,120 during the three months ended December
      31,
      2004.





***Comparison
      of the six months ended December 31, 2005 and 2004***





The
      Company sustained a net loss of $184,866 during the six months ended December
      31, 2005 compared to a loss of $492,585 for the six months ended December 31,
      2004. This decrease in loss was primarily the result of the Company not engaging
      in any exploration and development activities during the six months ended
      December 31, 2005, compared to the same period of 2004, as a result of the
      Company having limited available funds. The Company incurred the following
      expenses:





**Six
                months ended****December
                31, 2005**
            
            **December
                31, 2004**Travel
            
            $
            20,014
            
            $
            54,154Office
                expenses
            
            
            18,024
            
            
            73,572Professional
            
            
            18,529
            
            
            9,860Consultants
            
            
            72,459
            
            
            236,475Promotional
            
            
            -
            
            
            10,678Rent
            
            
            37,551
            
            
            41,171Exploration
                and development - oil and gas
            
            
            -
            
            
            55,414Other
            
            
            28,797
            
            
            10,328**Total**
            
            $
            195,374
            
            $
            491,652








Travel
      expenses decreased $34,140 or 63% to $20,014 during the six months ended
      December 31, 2005 compared to December 31, 2004. 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 $55,548 or 75% to $18,023 during the six months ended
      December 31, 2005 compared to the same period 2004. 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.









17








Professional
      fees increased from $9,860 during the six months ended December 31, 2004 to
      $18,529 during the six months ended December 31, 2005. This increase is largely
      attributable to increases in accounting expenses. The Company intends to try
      and
      limit professional expenses in upcoming fiscal quarters because of its limited
      financial resources.





Consultants
      fees decreased $164,016 or 69% to $72,459 during the six months ended December
      31, 2005 compared to six month period ended December 31, 2004. 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 six months ended December 31, 2005
      compared to the same six month period ended December 31, 2004. 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 six months ended December
      31, 2005, compared to $8,747 during the six months ended December 31, 2004.
      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.





Rent
      expenses remained fairly constant decreasing $3620 of 9% during the six months
      ended December 31, 2005 compared to the same six month period of 2004. We
      anticipate rents will continue at consistent rates until the lease on our Salt
      Lake offices expires later this year.





During
      the six months ended December 31, 2005, the Company incurred no expenses for
      exploration and development, compared to $16,122 during the six months ended
      December 31, 2004. 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 $18,469 for the six months ended December 31, 2005
      compared to $10,328 for the six months ended December 31, 2004. 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 six months of the current
      fiscal year.





The
      Company generated no operating income during the six months ended December
      31,
      2005 or 2004. Non-operating income during the six months ended December 31,
      2005, was $3,784 compared to $11,067 during the six months ended December 31,
      2004. This decrease is attributable to funds being used to refurbish houses
      at
      Abbecombec Ocean Village.









18








**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.







**PART
      II - OTHER INFORMATION**





**ITEM
      5. OTHER INFORMATION**





On
      December 14, 2005, the board of directors appointed Stephen Golde to serve
      as a
      director of the corporation. Mr. Golde is 57 years of age. Mr. Golde retired
      from the automotive industry in the 1990s and since that time his primary
      occupation has been that of a private investor. Mr. Golde owns 150,000 shares
      of
      Apex Resources Group. Mr. Golde is 57 years old. He is not a director of any
      other SEC reporting issuer. Mr. Golde is not related to any Company officer
      or
      director.







**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 200231.2
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                  of Principal Executive Officer and Principal Financial Officer
                  pursuant to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002







19






**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:
                March 15, 2006
            By:
            /s/
                John R.
                RaskJohn
                R. Rask, President and DirectorDate:
                March 15, 2006
            By:
            /s/
                John M.
                HickeyJohn
                M. Hickey, Secretary and Director


























































20