**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D. C. 20549**
 **FORM
        10-QSB**
 
 (x)
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 For
        the
        quarterly period ended: September 30, 2007
 
 (  )
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 For
        the
        transition period
        from  to
 
 Commission
        File number
0-11695
 
 **APEX
        RESOURCES GROUP, INC.**
 (Exact
        name of registrant as specified in charter)
 
 UTAH
              87-0403828(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)299
                  S. Main Street, Suite 1300, Salt Lake City, Utah
              84111(Address
                  of principal executive offices)
              (Zip
                  Code)
 
 (801)
        534-4450
 Registrant’s
        telephone number, including area code
 
 Check
        whether the issuer(1)
        has filed all reports required to be filed by Section 13 or 15(d) of the
        Securities Exchange Act of 1934 during the preceding 12 months (or for such
        shorter period that the registrant was required to file such reports), and
        (2)
        has been subject to such filing requirements for the past 90 days.
 Yes
          [X]  No [   ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 Yes
        [   ]  No [X]
 
 As
        of
        November 9, 2007, the Company had 120,681,870 shares of its $.001 par value,
        common stock outstanding.
 
 Transitional
        Small Business Disclosure Format:
 Yes
          [   ]  No [X]
   
  INDEX
 
 Page
                NumberPART
                  I.ITEM
                  1.
              Financial
                  Statements (unaudited)
              3Balance
                  Sheet
                As
                  of September 30, 2007 and June 30, 2007
              3Statements
                  of Operations
                Three
                  months ended September 30, 2007 and 2006 and theperiod
                  from inception (January 27, 1984) to September 30, 2007
              4Statement
                  of Cash Flows
                Three
                  months ended September 30, 2007 and 2006 and the periodfrom
                  inception (January 27, 1984) to September 30, 2007
              5Notes
                  to Financial Statements
              6ITEM
                  2.
              Management’s
                  Discussion and Analysis ofFinancial
                  Condition and Results of Operations
              12ITEM
                  3.
              Controls
                  and Procedures
              17PART
                  IIITEM
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              18ITEM
                  6.
              Exhibits
              18Signatures
              19
 
 
 
 
 
  2
  **PART
        I - FINANCIAL INFORMATION**
 
 **ITEM
        1. FINANCIAL STATEMENTS**
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 BALANCE
        SHEET
 September
        30, 2007
 
 Sept.
                  30, 2007
              
              
              June
                  30, 2007**CURRENT
                  ASSETS**Cash
              
              
              62,783
              
              
              
              33,048Total
                  Current Assets
              
              
              62,783
              
              
              
              33,048**PROPERTY
                  AND EQUIPMENT**-
                  net of accumulated depreciation
              
              
              97,691
              
              
              
              99,023**OTHER
                  ASSETS**Accounts
                  receivable
              
              
              36,750Oil
                  leases
              
              
              67,913
              
              
              
              67,913Available
                  for sale securities
              
              
              61,351
              
              
              
              61,351Land
                  - Canada
              
              
              
              
              
              
              34,352166,014
              
              
              
              163,616**Total
                  Assets**
              
              
              326,488
              
              
              
              295,687**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              
              77,172
              
              
              
              59,199Accrued
                  Rent
              
              
              3,300Accounts
                  payable - related parties
              
              
              50,000
              
              
              
              60,000Total
                  Current Liabilities
              
              
              130,472
              
              
              
              119,199**STOCKHOLDERS'
                  EQUITY**Common
                  stock 400,000,000 shares authorized, at $.001 par value; 120,681,870
                  issued and outstanding
              
              
              120,682
              
              
              
              120,682Capital
                  in excess of par value
              
              
              9,752,801
              
              
              
              9,505,281Less
                  stock subscriptions receivable
              
              
              (54,209
              )
              
              
              (54,209
              )Deficit
                  accumulated during the development stage
              
              
              (9,623,258
              )
              
              
              (9,395,266
              )Total
                  Stockholders' Equity
              
              
              196,016
              
              
              
              176,488**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              
              326,488
              
              
              
              295,687
 
 See
        the
        accompanying notes to the interim financial statements.
  3
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 STATEMENT
        OF OPERATIONS
 
 3
                  months ended Sept. 30,
              
              
              Jan.
                  27, 1984
                (date
                  of inception of development stage) to
                Sept.
                  30,2007
              
              
              2006
              
              
              2007**REVENUES**Other
                  non-operating income
              
              $
              -
              
              
              $
              650
              
              
              $
              369,232**EXPENSES**Exploration,
                  development and administrative - Note 7
              
              
              78,596
              
              
              
              71,313
              
              
              
              11,131,251Stock
                  Based Compensation
              
              
              247,520
              
              
              
              -
              
              
              
              247,520Depreciation
              
              
              1,332
              
              
              
              5,328
              
              
              
              195,594Total
                  operating expenses
              
              
              327,448
              
              
              
              76,641
              
              
              
              11,574,365NET
                  (LOSS) - before other income(expense)
              
              
              (327,448
              )
              
              
              (75,991
              )
              
              
              (11,205,133
              )Gain
                  on sale of assets
              
              
              99,457
              
              
              
              50,028
              
              
              
              1,611,401Loss
                  on land foreclosure
              
              
              
              
              
              
              -
              
              
              
              (1,744
              )Interest
                  expense
              
              
              -
              
              
              
              (572
              )
              
              
              (27,782
              )NET
                  (LOSS)
              
              
              (227,991
              )
              
              
              (26,535
              )
              
              
              (9,623,258
              )Basic
                  net (loss) per common share
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
                  average shares outstanding
              
              
              110,313,191
              
              
              
              104,844,195
 
 
 
 
 
 
 
 
 
 See
        the
        accompanying notes to the interim financial statements.
  4
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 STATEMENT
        OF CASH FLOWS
 
 3
                  months ended Sept. 30,
              
              
              Jan.
                  27, 1984 (date of inception of development state) to
                Sept.
                  30,2007
              
              
              2006
              
              
              2007Cash
                  flows from operating activities:Net
                  (loss)
              
              $
              (227,991
              )
              
              $
              (26,535
              )
              
              $
              (9,623,258
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Depreciation
              
              
              1,332
              
              
              
              5,328
              
              
              
              171,878Gain
                  on sale of assets
              
              
              (99,457
              )
              
              
              (50,028
              )
              
              
              (1,611,402
              )Stock
                  based compensation
              
              
              247,520
              
              
              
              478,881
              
              
              
              5,569,612Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              (36,750
              )
              
              
              11,200
              
              
              
              (95,673
              )Increase
                  (decrease) in liabilities
              
              
              11,273
              
              
              
              (482,615
              )
              
              
              832,021Net
                  cash used in operating activities
              
              $
              (104,073
              )
              
              $
              (63,769
              )
              
              
              (4,756,822
              )Cash
                  flows from investing activities:Purchase
                  of investments
              
              $
              -
              
              
              $
              -
              
              
              
              (2,428
              )Proceeds
                  from sale of assets
              
              
              133,808
              
              
              
              100,028
              
              
              
              2,197,045Purchase
                  of oil & gas leases and mining claims
              
              
              -
              
              
              
              -
              
              
              
              (67,913
              )Purchase
                  of property and equipment
              
              
              -
              
              
              
              -
              
              
              
              (616,225
              )Net
                  cash provided by investing activities
              
              
              133,808
              
              
              
              100,028
              
              
              
              1,510,479Cash
                  flows from financing activities:Payment
                  of notes payable
              
              
              -
              
              
              $
              -
              
              
              
              (137,917
              )Proceeds
                  from notes payable
              
              
              -
              
              
              
              -
              
              
              
              277,916Net
                  proceeds from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              3,169,127Net
                  cash provided by financing activities
              
              $
              -
              
              
              $
              -
              
              
              
              3,309,126Net
                  increase (decrease) in cash and cash equivalents
              
              
              29,735
              
              
              
              36,259
              
              
              
              62,783Cash
                  and cash equivalents, beginning of period
              
              
              33,048
              
              
              
              6,777
              
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              62,783
              
              
              $
              43,036
              
              
              $
              62,783
 
 
 
 
 
 See
        the
        accompanying notes to the interim financial statements.
  5
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 NOTES
        TO
        INTERIM FINANCIAL STATEMENTS
 September
        30, 2007
 
 **1.  ORGANIZATION
        AND BASIS OF PRESENTATION**
 
 The
        Company was incorporated in the State of Utah on January 27, 1984 with
        authorized capital stock of 50,000,000 shares at a par value of
        $0.001.  On May 17, 1999 the shares authorized was increased to
        100,000,000 shares and on March 3, 2000 the amount authorized was increased
        to
        400,000,000 shares with the same par value. On March 26, 2003 the name of
        the
        Company was changed from “Ambra Resources Group, Inc. to “Apex Resources Group,
        Inc.”
 
 The
        Company has been in the development stage since inception and has been engaged
        in the business of the acquisition of mining and oil property interests and
        other business activities.
 
 The
        interim financial statements of Apex Resources Group, Inc. for the three
        months
        ended September 30, 2007 are unaudited.  The financial statements are
        prepared in accordance with the requirements for unaudited interim periods,
        and
        consequently do not include all disclosures required to be in conformity
        with
        accounting principles generally accepted in the United States of
        America.
 
 In
        the
        opinion of management, the accompanying financial statements contain all
        adjustments, consisting only of normal recurring accruals, necessary for
        a fair
        presentation of the Company’s financial position as of September 30, 2007 and
        the results of operations and cash flows for the three months ended September
        30, 2007.
 
 The
        results of operations for the three months ended September 30, 2007 are not
        necessarily indicative of the results for a full year period.
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Accounting
        Methods
 
 The
        Company recognizes income and expenses based on the accrual method of
        accounting.
 
 Dividend
        Policy
 
 The
        Company has not yet adopted any policy regarding payment of
        dividends.
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly liquid instruments purchased with a maturity,
        at
        the time of purchase, of less than three months, to be cash
        equivalents.
 
  6
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 NOTES
        TO
        INTERIM FINANCIAL STATEMENTS
 September
        30, 2007
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 Property
        and Equipment
 
 The
        Company’s property and equipment consists of the following:
 
 Office
                  equipment
              
              
              145,880Less
                  accumulated depreciation
              
              
              (48,189
              )97,691
 
 Office
        equipment is depreciated on the straight line method over five and seven
        years.
 
 Basic
        and Diluted Net Income (Loss) Per Share
 
 Basic
        net
        incomes (loss) per share amounts are computed based on the weighted average
        number of shares actually outstanding. Diluted net income (loss) per share
        amounts are computed using the weighted average number of common shares and
        common equivalent shares outstanding as if shares had been issued on the
        exercise of any common share rights unless the exercise becomes antidilutive
        and
        then only the basic per share amounts are shown in the report.
 
 Capitalization
        of Oil Leases Costs
 
 The
        Company uses the successful efforts cost method for recording its oil lease
        interests, which provides for capitalizing the purchase price of the project
        and
        the additional costs directly related to proving the properties and amortizing
        these amounts over the life of the reserve when operations begin or a shorter
        period if the property is shown to have an impairment in value or expensing
        the
        remaining balance if it is proven to be of no value. Expenditures for oil
        well
        equipment are capitalized and depreciated over their useful lives.
 
 Environmental
        Requirements
 
 At
        the  report  date  environmental  requirements  related
        to the mineral claim interests acquired  are
        unknown  and  therefore an estimate of  any
        future  cost cannot be made.
 
 Foreign
        Currency Translation
 
 Part
        of
        the transactions of the Company were completed in Canadian dollars and have
        been
        translated to US dollars as incurred, at the exchange rate in effect at the
        time, and therefore, no gain or loss  from the translations is
        recognized. US dollars are considered to be the functional
        currency.
 
   7
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 NOTES
        TO
        INTERIM FINANCIAL STATEMENTS
 September
        30, 2007
 
 **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
        basis of the assets and liabilities and are measured using the enacted tax
        rates
        and laws that will be in effect, when the differences are expected to
        reverse.  An allowance against deferred tax assets is recorded, when
        it is more likely than not, that such tax benefits will not be
        realized.
 
 At
        September 30, 2007, the Company had an approximate net operating loss available
        for carry forward of $9,350,000.  The tax benefit of approximately
        $3,179,000 from the loss carry forward has been fully offset by a valuation
        reserve because the use of the future tax benefit is doubtful because the
        Company is unable to establish a predictable projection of operating profits
        for
        future years.
 
 The
        net
        operating loss carryovers began to expire in 2005 and will continue expiring
        through 2027.
 
 Revenue
        Recognition
 
 Revenue
        is recognized on the sale and transfer of properties or services and the
        receipt
        other sources of income.
 
 Advertising
        and Market Development
 
 The
        Company expenses advertising and market development costs as
        incurred.
 
 
 
 
  8
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 NOTES
        TO
        INTERIM FINANCIAL STATEMENTS
 September
        30, 2007
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 Estimates
        and Assumptions
 
 Management
        uses estimates and assumptions in preparing financial statements in accordance
        with accounting principles generally accepted in the United States of
        America.  Those estimates and assumptions affect the reported amounts
        of the assets and liabilities, the disclosure of contingent assets and
        liabilities, and the reported revenues and expenses.  Actual results
        could vary from the estimates that were assumed in preparing these financial
        statements.
 
 Concentration
        of Credit Risk
 
 Financial
        instruments that potentially subject the Company to significant concentration
        of
        credit risk consist primarily of cash and account receivables.  Cash
        balances are maintained in accounts that are not federally insured for amounts
        over $100,000 but are otherwise 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.
 
 The
        lease
        is shown at cost, which is considered by management to be its estimated fair
        value.
 The
          other
          partners in the project are coordinated by Imperial Oil Resources Ventures
          Limited; however there are no immediate plans to develop the area until
          a gas
          pipeline becomes available.
 
  9
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 NOTES
        TO
        INTERIM FINANCIAL STATEMENTS
 September
        30, 2007
 
 **4.  SIGNIFICANT
        TRANSACTIONS WITH RELATED PARTIES**
 
 Officers-directors
        and their controlled entities and a consultant have acquired approximately
        23%
        of the outstanding common stock of the Company and have received the restricted
        common capital stock issued to them.
 On
          September 30, 2007 and 2006 the Company owed certain shareholders, directors
          and
          officers the sum of $50,000 and $313,694, respectively.
 
 The
          Company has made no interest, demand loans to affiliates.  These loans
          have been repaid to the Company by the affiliate issuing common
          stock.  The affiliations resulted through common officers between the
          Company and its affiliates, and at September 30, 2007 the Company owns
          14.2 % of
          the outstanding stock of one of the affiliates.
 
 **5.  STOCKHOLDERS’
        EQUITY**
 
 At
        a
        special meeting of the Board of Directors of Apex Resources Group, Inc. on
        August 14, 2007 the Company issued 11,000,000 stock options to six related
        party
        entities.  These options were immediately vested and were issued at a
        price of $.06 per share and expire August 14, 2010.  The Company
        accounts for its stock options in accordance with SFAS 123 (R).  The
        Company makes a determination of the estimated fair value of share based
        awards
        using the Black-Scholes option-pricing model.  The Black-Scholes model
        is affected by the Company’s stock price as well as by assumptions regarding
        certain complex and subjective variables.  These variables include,
        but are not limited to; the Company’s expected stock price volatility over the
        term of the awards and the actual and projected stock option exercise
        behavior.
 
 The
        fair
        value of the options using this pricing model is calculated to
        $247,500.  This amount has been recorded as stock based compensation
        for the quarter ended September 30, 2007
 
 **6.
        GOING CONCERN**
 
 The
        Company will need additional working capital for its future planned activity
        and
        to service its debt, which raises substantial doubt about its ability to
        continue as a going concern.  Continuation of the Company as a going
        concern is dependent upon obtaining sufficient working capital to be successful
        in that effort.  The management of the Company has developed a
        strategy, which it believes will accomplish this objective, through additional
        short term loans, and equity funding, which will enable the Company to operate
        for the coming year.
 
 
  10
  **APEX
        RESOURCES GROUP, INC.**
 (Development
        Stage Company)
 NOTES
        TO
        INTERIM FINANCIAL STATEMENTS
 September
        30, 2007
 
 **7.
        SCHEDULE OF EXPENSES**
 
 Following
        is a summary schedule of the expenses, for the three months ended September
        30,
        shown in the statement of operations under exploration, development, and
        administrative.
 
 **September
                  30,****2007**
              
              
              **2006**Travel
              
              $
              9,324
              
              
              $
              4,255Office
                  expenses
              
              
              23,655
              
              
              
              16,868Professional
              
              
              15,098
              
              
              
              13,318Consultants
              
              
              25,664
              
              
              
              21,772Rent
              
              
              3,300
              
              
              
              14,418Promotion
              
              
              1,425
              
              
              
              443Other
              
              
              130
              
              
              
              239$
              78,596
              
              
              $
              71,313
 
 
 
 
 
 
 
       
 
  11
  **FORWARD-LOOKING
        INFORMATION**
 
 Except
        for the historical information contained herein, the matters discussed in
        this
        Quarterly Report on Form 10-QSB are forward-looking statements within the
        meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
        Securities Exchange Act of 1934.  For this purpose any statements
        contained in this Form 10-KSB that are not statements of historical fact
        may be
        deemed to be forward-looking statements.  Without limiting the
        foregoing, words such as “may,” “hope,” “will,” “expect,” “believe,”
“anticipate,” “estimate” or “continue” or comparable terminology are intended to
        identify forward-looking statements.  These statements by their nature
        involve substantial risks and uncertainty, and actual results may differ
        materially depending on a variety of factors, many of which are not within
        our
        control, including, but not limited to, market factors, market prices (including
        regional basis differentials) of natural gas and oil, results for future
        drilling and marketing activity, future production and costs, environmental
        factors and other factors detailed herein and in our other Securities and
        Exchange Commission filings.  Should one or more of these risks or
        uncertainties materialize, or should underlying assumptions prove incorrect,
        actual outcomes may vary materially from those indicated.  These
        forward-looking statements speak only as of their dates and should not be
        unduly
        relied upon.  We undertake no obligation to publicly update or revise
        any forward-looking statement, whether as a result of new information, future
        events or otherwise.
 
 **ITEM
                  2.**
              **MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATION**
 
 For
        a
        complete understanding, this *Management’s Discussion and Analysis*
        should be read in conjunction with Part I- Item 1, Financial Statements to
        this
        Form 10-QSB and our Annual Report on Form 10-KSB for the year ended June
        30,
        2007.
 
 **General**
 
 We
        are in
        the development stage.  Our primary business is the acquisition of
        small working interests in oil and gas prospects for investment
        purposes.  We do not undertake exploration or drilling
        activities.  We are not an operator.  We do not engage in
        oil and gas production or sales activities.  Rather, we acquire small
        working interests in oil and gas prospects for investment purposes.
 
 Although
        for the past few years we have had limited funds, we continue to investigate
        the
        acquisition of interests in oil and gas properties.  To date, we have
        and will continue to seek to acquire only minor interests in oil and gas
        prospects thereby diversifying our risk.  As a result of our strategy
        to participate only as a passive investor in these projects, we hope to keep
        our
        overhead to a minimum.
 
 For
        a
        detailed description of our oil and gas interests, please see the Annual
        Report
        of the Company filed on Form 10-KSB for the year ended June 30,
        2007.  Following is a brief description of relevant events that
        occurred during the quarter ended September 30, 2007.
 
  12
  **Business
        of the Company**
 
 Oil
        and Gas Prospects
 
 We
        currently own working interests in three prospects.
 
 *Beaufort
        Sea*
 
 We
        hold a
        3.745% working interest in the Beaufort Sea well Esso Pex Home, et. al. Itiyok
        I-27, consisting of 640 acres, located at Latitude 70-00', Longitude 134-00',
        Sections 7, 8, 17, 18, 27, 28 and 37.  License No. 55, dated April 22,
        1987.  During 1982 and 1983 a consortium of companies participated in
        drilling, casing and testing the area to a depth of 12,980 feet.
 The
          main partner in the project is
          Imperial Oil Resources Ventures Limited.  A consortium of
          oil and gas
          companies has filed an application to build a natural gas pipeline that
          could be
          used to transport gas from theBeaufort
          Searegion,
          but the application
          has not been approved.  No current plans have been formulated to
          perform further work in the immediateBeaufort
          Seaarea.  It is
          anticipated this area willbe developedwhena
          pipeline is
          built.
 
 *Bastian
        Bay Field, Plaquamines Parish, Louisiana*
 
 Last
        year, Imperial Petroleum Inc., the operator of Bastian Bay Field Lease #16152
        in
        Plaquamines Parish Louisiana made a cash call to all participants in the
        well.  The participants in the well were given the choice to pay the
        cash call or continue on a non-consent basis under which the non paying
        participants relinquishing half of their working interest.  We
        determined that it was not in our best interest to meet the cash
        call.  Therefore, our interest in this well decreased from 6.25% to
        3.125%.  As of this time Imperial has put work on the well on hold and
        we do not know when they expect to begin work again.
 
 *Henry
        Dome Prospect, Texas*
 
 We
        own
        2.5 participation units in the Henry Dome Prospect in McMullen County,
        Texas.  These units give us a 1.875% working interest in JB Henry Dome
        #1 well.  Initial flow testing of the well demonstrated flow of
        450,000 cubic feet of gas per day.  Following initial testing, acid
        washing of the well was performed to attempt to increase flow
        rates.  Additional testing is ongoing as the operator has encountered
        many problems with this well.  We do not know when, or if, this well
        will be re-opened.
 
 We
        also
        own approximately 11,146,679 or 14.2% of the outstanding common shares of
        Omega
        Ventures Group, Inc., a corporation whose common stock is traded on the
        Over-the-Counter Bulletin Board, stock symbol “OMGV.”  Certain of our
        officers and directors, John Rask and John Hickey, also serve as officers
        and
        directors of Omega Ventures Group.
 
  13
  **Liquidity
        and Capital Resources**
 
 We
        currently do not have sufficient cash reserves or cash flow from operations
        to
        meet our cash requirements.  This raises substantial doubt about our
        ability to continue as a going concern.  During the three months ended
        September 30, 2007, we financed our operations with proceeds from the sale
        of
        real estate during the quarter.  Cash and cash equivalents at the end
        of the quarter was $62,783.
 
 Our
        only
        business is the acquisition of minority working interest in oil and gas
        prospects for investment.  While we would like to identify and acquire
        interests in additional prospects interests, we have limited funds to do
        so.  Moreover, none of the prospects in which we currently own
        interests are producing, which means we are not currently realizing any revenue
        from our investments, nor does it appear that any of these prospects will
        become
        productive in the near future.  Therefore, we do not anticipate
        significant revenue in upcoming quarters. Our ability to continue as a going
        concern is dependent upon our obtaining sufficient working capital to meet
        our
        operating needs, to service our debts and satisfy our accounts payable and
        to
        acquire interests in prospects that can generate cash flow.  There is
        no guarantee we will be able to do these things.  These issues raise
        substantial doubt about our ability to continue as a going concern.
 
 **Results
        of Operations**
 
 *Comparison
        of the three months ended September 30, 2007 and 2006*
 
 We
        suffered a net loss of $227,991 during in the quarter ended September 30,
        2007
        compared to a net loss of $26,535 during the quarter ended September 30,
        2006.  This 759% increase in net loss is largely the result of our
        realizing $247,520 in stock based compensation expense during the quarter
        ended
        September 30, 2007.  On August 14, 2007 we granted stock options to
        acquire 11,000,000 shares of common stock of the Company to six related
        parties.  These options vested immediately.  The exercise
        price of the options is $0.06 per share.  The options expire on August
        14, 2010.  We realized no comparable expense during the quarter ended
        September 30, 2006.
 
 During
        the three months ended September 30, 2007 we realized a gain on the sale
        of real
        estate of $99,457, by comparison, during the three months ended September
        30,
        2006 we realized a gain of the sale of real estate of $50,028.  As we
        have now sold all of our real estate interests we will not realizing recurring
        gains of this nature in the future.
 
 During
        the first fiscal quarter 2008 we realized a 10% increase in exploration,
        development and administrative expense.The following table shows a more detailed
        comparison of our exploration, development and administrative expenses during
        the quarters ended September 30, 2007 and 2006:
 
 
  14
  
 **Three
                  months ended**
                **September
                  30,****2007**
              
              
              **2006**Travel
              
              $
              9,324
              
              
              $
              4,255Office
                  expenses
              
              
              23,655
              
              
              
              16,868Professional
              
              
              15,098
              
              
              
              13,318Consultants
              
              
              25,664
              
              
              
              21,772Rent
              
              
              3,300
              
              
              
              14,418Promotion
              
              
              1,425
              
              
              
              443Other
              
              
              130
              
              
              
              239$
              78,596
              
              
              $
              71,313
 
 Travel
        expenses increased $9,324 or 379% to during the three months ended September
        30,
        2007 compared to September 30, 2006.  During the first fiscal quarter
        2008, our officers and directors incurred greater travel expenses in connection
        with attempting to resolve financial matters and the preparation of our periodic
        reports.  We expect travel expenses in future quarters to be fairly
        consistent compared to with travel expenses realized during the three months
        ended September 30, 2007.
 
 Office
        expenses during the quarter ended September 30, 2007 was $23,655 compared
        to
        $16,868 during the same quarter 2006.  This 40% increase is largely
        related to increased entertainment and meal expenses associated with the
        increased travel during the quarter.  We expect that office expense
        will remain at levels consistent with those experienced during the first
        fiscal
        quarter 2007 in upcoming quarters.
 
 During
        the quarter ended September 30, 2007 professional fees were $15,098 compared
        to
        $13,318 in professional fees during the quarter ended September 30,
        2006.  The professional fees we incurred during the quarters ended
        September 30, 2006 and September 30, 2005 are primarily incurred in connection
        with our SEC reporting obligations.  We expect professional fees will
        be higher in the upcoming fiscal quarter as a result of the increased cost
        associated with the preparation of our annual report on Form 10-KSB, which
        was
        filed during that quarter.
 
 During
        the three months ended September 30, 2007 consultants fees increased to $25,664
        from $21,772 during the three months ended September 30, 2006.  This
        increase was the result of hiring an additional consultant to assist us with
        some overseas matters.  We anticipate consultants fees will be fairly
        consistent with what we have incurred in the past in upcoming
        quarters.
 
 Rent
        expense during the quarter ended September 30, 2007 was $3,300 compared to
        $14,418 during the quarter ended September 30, 2007.  This decrease in
        rent is attributable to the fact that we closed our office in Canada in February
        2007.  We also closed our office in Salt Lake
        City.  Currently, we share office space in Salt Lake City with a
        related party on a month-to-month basis.  We pay the related party
        $1,100 per month for rent.  We anticipate rent expense will remain at
        $1,100 per month in upcoming quarters until such time as we or the related
        party
        terminates our verbal agreement.
 
  15
  Promotion
        expense increased from $443 during the three months ended September 30, 2006
        to
        $1,425 during the three months ended September 30, 2007.  This
        increase was largely related to the cost of investor and shareholder
        relations.  We anticipate promotion expense to continue at about the
        level experienced during the three months ended September 30, 2007 throughout
        the remainder of the fiscal year.
 
 Other
        expense decreased from $239 for the three months ended September 30, 2006
        to
        $130 during the three months ended September 30, 2007.  We do not
        expect significant changes in other expense in upcoming fiscal
        quarters.
 
 We
        generated no operating income during the three months September 30, 2007
        or
        2006.  Non-operating income during the three months ended September
        30, 2007 was $0 compared to $650 during the three months ended September
        30,
        2006.
 
 *Cash
        Flows*
 
 During
        the three months ended September 30, 2007 cash was primarily used to fund
        operating expenses. See below for additional discussion and analysis of cash
        flow.
 
 Three
                  months ended
                September
                  30, 2007
              
              
              Three
                  months ended
                September
                  30, 2006Net
                  cash used in operating activities
              
              $
              (104,073
              )
              
              $
              (63,769
              )Net
                  cash provided by investing activities
              
              $
              133,808
              
              
              $
              100,028Net
                  cash provided by financing activities
              
              $
              -
              
              
              $
              -NET
                  INCREASE IN CASH AND CASH EQUIVALENTS
              
              **$**
              **29,735**
              
              
              **$**
              **36,259**
 
 
 Net
        cash
        used in operating activities increased from $63,769 during the three months
        ended September 30, 2006 to $104,073 during the three months ended September
        30,
        2007.  This increase in cash used in operating activities was largely
        the result of our increased net loss and an increase in accounts receivables
        during the quarter ended September 30, 2007.
 
 During
        the quarter ended September 30, 2007 net cash provided by investing activities
        was $133,808 compared to $100,028 during the quarter ended September 30,
        2006.  During each quarter cash provided from investing activities was
        generated from the sell of real estate interests.
 
 We
        realized no cash from financing activities in either the quarter ended September
        30, 2007 or the quarter ended September 30, 2006.
 
  16
  **Summary
        of Material Contractual Commitments**
 
 Currently
        we have no material commitments.
 
 **Off-Balance
        Sheet Financing
        Arrangements**
 
 As
        of
        September 30, 2007, we had no off-balance sheet financing
        arrangements.
 
 **ITEM
        3.  CONTROLS AND PROCEDURES**
 
 *Evaluation
        of Disclosure Controls and Procedures*
 
 We
        maintain disclosure controls and procedures, as such term is defined in Rules
        13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
        amended (the “Exchange Act”), that are designed to provide reasonable assurance
        that information required to be disclosed by us in the reports that we file
        or submit under the Exchange Act is recorded, processed, summarized and reported
        within the time periods specified in the SEC rules and forms, and that such
        information is accumulated and communicated to our management, including
        our
        principal executive officer and principal financial officer, as appropriate,
        to
        allow timely decisions regarding required financial
        disclosures.  Because of inherent limitations, our disclosure controls
        and procedures, no matter how well designed and operated, can provide only
        reasonable, and not absolute, assurance that the objectives of such disclosure
        controls and procedures are met.
 
 As
        of the
        end of the period covered by this Report we conducted an evaluation, under
        the
        supervision and with the participation of our management, including our
        principal executive officer and principal financial officer, of the
        effectiveness of the design and operation of our disclosure controls and
        procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b).
        Based on this evaluation, our principal executive officer and principal
        financial officer concluded that our disclosure controls and procedures were
        effective as of September 30, 2007.
 
 *Changes
        in Internal Control over Financial Reporting*
 
 There
        were no changes in our internal control over financial reporting during the
        quarter ended September 30, 2007 that materially affected, or are reasonably
        likely to materially affect, our internal control over financial
        reporting.
 
 
 
  17
  **PART
        II - OTHER INFORMATION**
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
  On
        August
        14, 2007, our board of directors approved stock option grants to our officers,
        directors and certain consultants to acquire shares of our common
        stock.  These options were not issued pursuant to a stock option plan
        approved by our shareholders.  The total number of options granted was
        11,000,000.  The options are exercisable at a price of $0.06 per
        share, which was the closing price of our common stock on the OTCBB on August
        14, 2007.  The options vested immediately upon grant.  The
        options are immediately exercisable and will expire, if unexercised, on August
        14, 2010.  All of the options and restricted stock grants vested
        immediately upon grant.  The stock options were issued to the
        following parties:
 
 **Name**
              
              **Positions
                  with Company**
              
              **Options
                  Granted**John
                  R. Rask
              
              President
                  and Director
              
              500,000John
                  M. Hickey
              
              Secretary
                  and Director
              
              500,000Stephen
                  Golde
              
              Director
              
              500,000Rafiq
                  Chinoy
              
              Director
              
              500,000Robert
                  Gill
              
              Consultant
              
              4,500,000Roger
                  Reynolds
              
              Consultant
              
              4,500,000
 
 Grants
        were made to a total of six people, four of whom are non-U.S.
        persons.  The option grants were made without registration pursuant to
        exemptions from registration provided under Regulation S of the Securities
        Act
        Rules or Section 4(2) under the Securities Act of 1933.
 
 **ITEM
        6.  EXHIBITS**
 
 Exhibits. The
        following exhibits are included as part of this report:
 
 31.1
              Certification
                  of Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
 31.2
              Certification
                  of Principal Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
 32.1
              Certification
                  of Principal Executive Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
 32.2
              Certification
                  of Principal Financial Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
 
 
 
  18
  **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized
 
 
 **APEX
                  RESOURCES GROUP, INC.**Date:
                  November 14, 2007
              By:
              /s/
                John R.
                RaskJohn
                  R. Rask, President and DirectorDate:
                  November 14, 2007
              By:
              /s/
                John M.
                HickeyJohn
                  M. Hickey, Secretary and Director
 
 
 
 
 
 
 
 
 
 
    
 
 
    19