**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, 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; 91,625,212 shares outstanding as of November 21,
      2005.

















INDEX





PageNumberPART
                I.
            
            3ITEM
                1.
            Financial
                Statements (unaudited)
            3Balance
                Sheets
              September
                30, 2005 and June 30, 2005
            4Statement
                of Operations
              Three
                Months Ended September 30, 2005 and 2004 and the Period January 27,
                1984
                to September 30, 2005
            5Statement
                of Changes in Stockholders’ Equity
              Period
                from January 27, 1984 to September 30, 2005
            6Statement
                of Cash Flows
              Three
                Months Ended September 30, 2005 and 2004 and the Period January 27,
                1984
                to September 30, 2005
            8Notes
                to Financial Statements
            10ITEM
                2.
            Managements’
                Discussion and Analysis ofFinancial
                Condition and Results of Operations
            16ITEM
                3.
            Controls
                and Procedures
            20PART
                II
            
            21ITEM
                6.
            Exhibits
            21Signatures
            22













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 sheets of Apex Resources Group, Inc., (development stage
      company) at September 30, 2005 and June 30, 2005, the statement of operations
      for the three months ended September 30, 2005 and 2004 and the period January
      27, 1984 (date of inception) to September 30, 2005 and cash flows for the three
      months ended September 30, 2005 and 2004 and the period January 27, 1984 (date
      of inception) to September 30, 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 September 30, 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
      SHEETS**


**(unaudited)**


**September
      30, 2005 and June 30, 2005**








**ASSETS****Sept
                30,**
            
            **June
                30,****2005**
            
            **2005****CURRENT
                ASSETS**Cash
            
            $
            24,034
            
            $
            18,507Total
                Current Assets
            
            $
            24,034
            
            $
            18,507**PROPERTY
                AND EQUIPMENT -**net
                of accumulatedDepreciation
            
            
            185,005
            
            
            191,005**OTHER
                ASSETS**Accounts
                receivable - affiliates
            
            
            156,072
            
            
            156,072Oil
                leases
            
            
            67,913
            
            
            67,913Land
            
            
            83,600
            
            
            83,600Available-for-sale
                securities
            
            
            2,428
            
            
            2,428Land
                - Canada
            
            
            222,234
            
            
            222,234$
            532,247
            
            $
            532,247$
            741,286
            
            $
            741,759**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Notes
                payable - land
            
            $
            219,773
            
            $
            214,118Accounts
                payable
            
            
            31.048
            
            
            36,766Accounts
                payable - related parties
            
            
            445,194
            
            
            323,604Total
                Current Liabilities
            
            
            696,015
            
            
            574,488**STOCKHOLDERS'
                EQUITY**Common
                  stock
                400,000,000
                  shares authorized, at $.001 par value; 92,625,212
                  issued and outstanding
            
            
            92,625
            
            
            92,625Capital
                in excess of par value
            
            
            10,983,235
            
            
            10,983,235Less
                stock subscriptions receivable
            
            
            (2,427,000
            )
            
            (2,427,000
            )Deficit
                accumulated during the development stage
            
            
            (8,603,589
            )
            
            (8,481,589
            )Total
                Stockholders' Equity
            
            
            45,271
            
            
            167,271$
            741,286
            
            $
            741,759





The
      accompanying notes are an integral part of these financial
      statements.











4





**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**STATEMENT
      OF OPERATIONS -**


**For
      the Three Months Ended September 30, 2005 and 2004 and the**


**Period
      January 27, 1984 (date of inception) to September, 2005**










**September
                30,****2005**
            
            **September
                30,****2004**
            
            **Jan
                27, 1984 to****September 30, 2005**REVENUESOther
                non operating income
            
            $
            2,497
            
            $
            9,947
            
            $
            362,944EXPENSESExploration,
                development and administrative - Note 9
            
            
            118,497
            
            
            170,510
            
            
            10,025,625Depreciation
            
            
            6,000
            
            
            6,000
            
            
            148,102124,497
            
            
            176,510
            
            
            10,173,849NET
                LOSS - before other Income
            
            
            (122,000
            )
            
            (166,563
            )
            
            (9,810,905
            )Gain
                on sale of assets
            
            
            
            
            
            -
            
            
            1,329,316NET
                LOSS
            
            $
            (122,000
            )
            $
            (166,563
            )
            $
            (8,481,589
            )LOSS
                PER COMMON SHAREBasic
                and diluted
            
            $
            (0.00
            )
            $
            (0.00
            )AVERAGE
                OUTSTANDING SHARES - (stated in 1,000's)Basic
            
            
            92,625
            
            
            59,980











The
      accompanying notes are an integral part of these financial
      statements.











5







**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY**


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







**Common
                Stock**
            
            **Capital
                in**
              **Excess
                of**
            
            **Accumulated****Shares**
            
            **Amount**
            
            **Par
                Value**
            
            **Deficit****Balance
                January 27, 1984**(Date
                of Inception)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock from inception to June 30, 1998
            
            
            1,610,838
            
            
            1,611
            
            
            2,120,660Net
                losses from operations for the six years ended June 30,
                1989
            
            
            -
            
            
            -
            
            
            -
            
            
            (38,910
            )Capital
                contribution - expenses
            
            
            -
            
            
            -
            
            
            752
            
            
            -Net
                losses from operations for the six years ended June 30,
                1998
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,641,468
            )Issuance
                of common stock for the year ended June 30, 1999
            
            
            1,943,798
            
            
            1,944
            
            
            1,344,079
            
            
            -Net
                loss from operations for the year ended June 30, 1999
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,607,517
            )Issuance
                of common stock for the year ended June 30, 2000
            
            
            3,318,058
            
            
            3,318
            
            
            2,948,196
            
            
            -Net
                loss from operations for the year ended June 30, 2000
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,029,239
            )Issuance
                of common stock for the year ended June 30, 2001
            
            
            1,034,500
            
            
            1,034
            
            
            778,467
            
            
            -Net
                loss from operations for the year ended June 30, 2001
            
            
            -
            
            
            -
            
            
            -
            
            
            (807,576
            )Issuance
                of common stock for services & expenses - August 31,
                2001
            
            
            105,000
            
            
            105
            
            
            62,894
            
            
            -Net
                loss from operations for the year ended June 30, 2002
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,216,953
            )Issuance
                of common stock for services at $.001 - April 14, 2003
            
            
            6,380,000
            
            
            6,380
            
            
            -
            
            
            -Issuance
                of common stock for cash at $.001 - April & June 2003
            
            
            15,650,000
            
            
            15,650
            
            
            -
            
            
            -Issuance
                of common stock for services at $.01 - June 3, 2003
            
            
            2,500,000
            
            
            2,500
            
            
            22,500
            
            
            -Issuance
                of common stock for services at $.05 - June 30, 2003
            
            
            1,680,000
            
            
            1,680
            
            
            82,320
            
            
            -Net
                loss from operations for the year ended June 30, 2003
            
            
            -
            
            
            -
            
            
            -
            
            
            (652,701
            )Issuance
                of common stock for purchase of land at $.03 - Nov 17,
                2003
            
            
            300,000
            
            
            300
            
            
            8,700
            
            
            -Issuance
                of common stock for payment of debt at $.03 - Nov 25, 2003
            
            
            7,095,666
            
            
            7,095
            
            
            205,774
            
            
            -Issuance
                of common stock for cash at $.02 - Nov 6, 2003
            
            
            2,500,000
            
            
            2,500
            
            
            47,500
            
            
            - 6
   Issuance
                    of common stock for cash at $.15 to $.04 - Jan & Feb
                    2004
                
                
                2,501,820
                
                
                2,502
                
                
                49,657
                
                
                -Issuance
                    of common stock for cash at $.05 - March 2004
                
                
                367,665
                
                
                368
                
                
                18,014
                
                
                -Issuance
                    of common stock for services at $.001 - April 2004
                
                
                500,000
                
                
                500
                
                
                -
                
                
                **-**Issuance
                    of common stock for payment of debt at $.03 - June 2004
                
                
                2,376,234
                
                
                2,377
                
                
                68,910
                
                
                **-**Issuance
                    of common stock for services and expenses$.03 - Nov 2003 & Jun
                    2004
                
                
                8,400,000
                
                
                8,400
                
                
                243,600
                
                
                -Net
                    loss from operations for the year ended June 30, 2004
                
                
                -
                
                
                -
                
                
                -
                
                
                (748,280
                )**Balance
                    June 30, 2004 -**audited
                
                
                58,263,569
                
                
                58,264
                
                
                8,002,023
                
                
                (7,742,644
                )Issuance
                    of common stock for expenses at $.02 - Sept 2, 2004
                
                
                1,717,785
                
                
                1,718
                
                
                30,137
                
                
                -Issuance
                    of common stock for payment of debt at $.02 - Sept 2, 2004
                
                
                311,500
                
                
                311
                
                
                7,789
                
                
                -Issuance
                    of common stock for expenses and services at $.02 - Sept 24,
                    2004
                
                
                2,800,000
                
                
                2,800
                
                
                81,200
                
                
                -Issuance
                    of common stock for cash and note receivable at $.02 - Sept 27,
                    2004
                
                
                5,000,000
                
                
                5,000
                
                
                95,000
                
                
                -Issuance
                    of common stock for land at $.016 to .02 - Sept 29, 2004
                
                
                1,100,000
                
                
                1,100
                
                
                16,900
                
                
                -Issuance
                    of common stock for stock subscriptions receivable at $.05 to
                    $.20November
                    & December 2004
                
                
                18,000,000
                
                
                18,000
                
                
                2,432,000
                
                
                -Issuance
                    of common stock for expenses at $.05 - December 21, 2004
                
                
                4,392,358
                
                
                4,392
                
                
                215,226
                
                
                -Issuance
                    of common stock for cash at $.10 - December 2, 2004
                
                
                100,000
                
                
                100
                
                
                9,900
                
                
                -Issuance
                    of common stock for payment of debt at $.10 - May 11, 2005
                
                
                840,000
                
                
                840
                
                
                83,160
                
                
                -Issuance
                    of common stock for expenses at $.10 - June 15, 2005
                
                
                100,000
                
                
                100
                
                
                9,900
                
                
                -Net
                    loss from operations for the year ended June 30, 2005
                
                
                -
                
                
                -
                
                
                -
                
                $
                (738,945
                )**Balance
                    June 30, 2005 -**
                
                
                92,625,212
                
                $
                92,625
                
                $
                10,983,235
                
                $
                (8,481,589
                )Net
                    loss from operations for the three months ended Sept
                    30,2005
                
                
                -
                
                
                -
                
                $
                (122,000
                )
                
                -**Balance
                    September 30, 2005 -**
                
                
                92,625,212
                
                $
                92,625
                
                $
                10,861,235
                
                $
                (8,481,589
                )








The
      accompanying notes are an integral part of these financial
      statements.





7








**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**STATEMENT
      OF CASH FLOWS -**


**For
      the Three Months Ended September 30, 2005 and 2004 and the**


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










**September
                30,**
            
            **September
                30,**
            
            **January
                27, 1984 to September 30,****2005**
            
            **2004******
            
            **2005****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (122,000
            )
            $
            (166,563
            )
            $
            (8,603,589
            )Adjustments
                to reconcile net loss to net cash provided by operating
                activitiesLoss
                of mineral properties
            
            
            -
            
            
            -
            
            
            -Depreciation
            
            
            6,000
            
            
            6,000
            
            
            130,386Common
                capital stock issued for services & expenses
            
            
            -
            
            
            115,854
            
            
            5,322,093Gain
                on sale of assets
            
            
            -
            
            
            -
            
            
            -(Increase)
                decrease in accounts receivable
            
            
            -
            
            
            -
            
            
            (156,072
            )Increase
                (decrease) in liabilities
            
            
            121,527
            
            
            62,705
            
            
            1,068,655Net
                Cash used by Operations
            
            
            5,527
            
            
            17,996
            
            
            (2,238,527
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Deposit
            
            
            -
            
            
            (4,000
            )
            
            -Purchase
                of investments
            
            
            -
            
            
            200
            
            
            (2,428
            )Purchase
                of property & equipment
            
            
            -
            
            
            (64,000
            )
            
            (616,225
            )Purchase
                of oil & gas leases and mining claims
            
            
            -
            
            
            -
            
            
            (67,913
            )Net
                proceeds from sale of assets
            
            
            -
            
            
            -
            
            
            --
            
            
            (67,800
            )
            
            (686,566
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Notes
                payable - land
            
            
            -
            
            
            -
            
            
            -Net
                proceeds from issuance of capital stock
            
            
            -
            
            
            75,000
            
            
            2,949,127-
            
            
            75,000
            
            
            2,949,127Net
                increase (decrease) in cash
            
            
            5,527
            
            
            25,196
            
            
            24,034Cash
                at beginning of year
            
            
            18,507
            
            
            14,741
            
            
            -Cash
                at end of period
            
            $
            24,034
            
            $
            39,937
            
            $
            24,034








The
      accompanying notes are an integral part of these financial
      statements.





8





**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
                ACTIVITIES**Issuance
                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













The
      accompanying notes are an integral part of these financial
      statements.








9








**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**September
      30, 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 months
      ended September 30, 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 September 30, 2005 and
      the results of operations and cash flows for the three months ended September
      30, 2005 and 2004.





The
      results of operations for the three months ended September 30, 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.











10






**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**September
      30, 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
            
            
            (130,386
            )185,005


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, and therefore, no gain or loss from the translations is recognized. US
      dollars are considered to be the functional currency.











11







**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**September
      30, 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
      June
      30, 2005, the Company had a net operating loss available for carry forward
      of
      $8,470,402. The tax benefit of approximately $2,541,121 from the loss carry
      forward has been fully offset by a valuation reserve because the use of the
      future tax benefit is doubtful because the Company is unable to establish a
      predictable projection of operating profits for future years.





The
      net
      operating loss carryovers will expire beginning in the years 2005 through
      2025.





Revenue
      Recognition





Revenue
      is recognized on the sale and transfer of properties or services and the receipt
      other sources of income.





Advertising
      and Market Development





The
      company expenses advertising and market development costs as
      incurred.





Estimates
      and Assumptions





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with accounting principles generally accepted in the United States of America.
      Those estimates and assumptions affect the reported amounts of the assets and
      liabilities, the disclosure of contingent assets and liabilities, and the
      reported revenues and expenses. Actual results could vary from the estimates
      that were assumed in preparing these financial statements.











12







**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**September
      30, 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.
      PURCHASE OF LAND**





The
      Company is obligated under installment sales contracts for the purchase of
      land.
      The contracts have balances of $219,773 at September 30, 2005, including accrued
      interest, on which $126,105 was due December 31, 2004 (unpaid) and the balance
      of $88,013 due over 25 years in monthly payments, including interest of 11%.
      The
      payments due are in arrears.

















13







**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**September
      30, 2005**








**5.
      ISSUANCE OF COMMON CAPITAL STOCK**





During
      the year ended June 30, 2005 the Company issued 5,000,000 restricted common
      shares for cash and note receivable for $100,000. Also, during the year ended
      June 30,, 2005, the Company issued 9,010,143 restricted common shares for
      services for $345,473, 1,151,500 restricted common shares for payment of debt
      for $92,100, 1,100,000 restricted common shares for land of $18,000, 18,000,000
      restricted common shares for subscriptions receivable for $2,450,000 and 100,000
      common shares for cash in the amount of $10,000.





**6.
      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 as outlined in note 5.





On
      September 30, 2005 the Company owed certain shareholders, directors and officers
      the sum of $445,194.





The
      Company has made no interest, demand loans to affiliates of $156,072. 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.





**7.
      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.








14






**APEX
      RESOURCES GROUP, INC.**


**(Development
      Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS (Continued)**


**September
      30, 2005**








**8.
      SCHEDULE OF EXPENSES**





Following
      is a summary schedule of the expenses shown in the statement of operations
      under
      exploration, development, and administrative.


**September
                30,**
              **2005**
            
            **September
                30,**
              **2004**Travel
            
            $
            17,176
            
            $
            3
                ,467Office
                expenses
            
            
            7,950
            
            
            26,427Professional
            
            
            11,020
            
            
            760Consultants
            
            
            69,782
            
            
            77,147Promotional
            
            
            -
            
            
            4,010Rent
            
            
            6,343
            
            
            13,100Exploration
                and development - oil and gas
            
            
            -
            
            
            38,100Other
            
            
            6,226
            
            
            7,499$
            118,497
            
            $
            170,510
































15





**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. 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.





16








*Henry
      Dome Prospect, Texas*





The
      Company owns 2.5 participation units in the Henry Dome Prospect in McMullen
      County, Texas, for $12,500. These units give the Company a 1.875% working
      interest in JB Henry Dome #1 well. Initial flow testing of the well demonstrated
      flow of 1.2 to 1.4 million 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. 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*





The
      Company owns 37 acres of undeveloped land in Woodland Valley Ranch, located
      in
      Apache County in northern Arizona. These parcels are located about 12 miles
      northeast of St. Johns, Arizona. The Woodland Valley Ranch is comprised of
      over
      32,000 acres of virgin wilderness with elevations ranging from 5,900 feet to
      6,800 feet above sea level. The Woodland Valley Ranch borders over 30,000 acres
      of Arizona State Trust lands. The Company is required to make monthly payments
      of $255 through December 2019. As of the date of this report, the current
      principal balance is approximately $46,008.





The
      Company owns two undeveloped lots, totaling 73 acres of real property, in Elk
      Valley Ranch. Elk Valley Ranch is near the Woodland Valley Ranch and is about
      15
      miles east of St. Johns, Arizona. The Company purchased the lots for $98,715,
      including a down payment of $5,020 and monthly payments of $521 for 180 months.
      As of the date of this annual report, the current principal balance is
      approximately $93,695.





The
      Company is in arrears on its monthly payments on these properties, with back
      payments totaling $2,300. The Company is working with the contract holder to
      resolve the default. The Company acquired these parcels for investment purposes
      and has no present intent to develop or improve this property. As undeveloped
      land, the Company does not believe there is a need to insure the property at
      this time.







17








*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.”





**Liquidity
      and Capital Resources**





The
      Company currently does not have sufficient cash reserves or cash flow from
      operations to meet its cash requirements. This raises substantial doubt about
      the Company’s ability to continue as a going concern. During the three months
      ended September 30, 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 September
      30, 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
      September 30, 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 $445,194 compared to $323,604 at June 30, 2005.





On
      September 30, 2005, the Company had cash on hand of $24,034.





The
      Company has plans to further develop its oil and gas properties, which will
      require substantial additional working capital which the Company does not
      currently have. Moreover, the Company does not anticipate significant revenue
      from its operating activities in the upcoming quarter.








18








**Results
      of Operations**





***Comparison
      of the three months ended September 30, 2005 and 2004***





The
      Company sustained a net loss of $122,000 in the quarter ended September 30,
      2005
      compared to a loss of $166,563 for the quarter ended September 30, 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 September
      30, 2005, compared to the same period of 2004, as a result of the Company having
      limited available funds. The Company incurred the following expenses:





**March
                31, 2005**
            
            **March
                31, 2004**Travel
            
            $
            17,176
            
            $
            3
                ,467Office
                expenses
            
            
            7,950
                26,427Professional
            
            
            11,020
            
            
            760Consultants
            
            
            69,782
            
            
            77,147Promotional
            
            
            -
            
            
            4,010Rent
            
            
            6,343
            
            
            13,100Exploration
                and development - oil and gas -
            
            
            38,100Other
            
            
            6,226
            
            
            7,499**Total**
            
            $
            118,497
            
            $
            170,510





Travel
      expenses increased $13,709 or 395% to $17,176 during the three months ended
      September 30, 2005 compared to September 30, 2004. This increase is primarily
      the result of increased travel in connection with increased management and
      investor relation travel during the three months ended September 30, 2005
      compared to the same period of 2004. The Company anticipates travel expenses
      will decrease and return to rates more consistent with those experienced in
      previous quarters.





Office
      expenses decreased $18,477 or 70% to $7,950 during the three months ended
      September 30, 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.


Professional
        fees increased from $760 during the three months ended September 30, 2004
        to
        $11,020 during the three months ended September 30, 2005. This increase is
        largely attributable to increases in accounting expenses. The Company expects
        professional expenses to continue at rates consistent with those experienced
        during the first quarter 2005.





Consultants
      fees decreased $7,365 or 10% to $69,782 during the three months ended September
      30, 2005 compared to three month period ended September 30, 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 three months ended September 30, 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 significant additional funding.





19








The
      Company incurred no promotional expenses during the quarter ended September
      30,
      2005, compared to $4,010 during the three months ended September 30, 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 decreased $6,757 or 52% during the three months ended September
        30,
        2005 compared to 2004.


During
      the three months ended September 30, 2005, the Company incurred no expenses
      for
      exploration and development, compared to $38,100 during the three months ended
      September 30, 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.





Other
      expenses decreased to $6,226 for the three months ended September 30, 2005
      compared to $7,499 for the three months ended September 30, 2004. This decrease
      is primarily due to the decreased operating activities of the Company during
      the
      2005 quarter compared to the 2004 quarter resulting from the limited funds
      available to the Company. The Company anticipates other expenses to continue
      at
      level consistent with the three month ended September 30, 2005.





The
      Company generated no operating income during the three months ended September
      30, 2005 or 2004. Non-operating income during the three months ended September
      30, 2005, was $2,497 compared to $9,947 during the three months ended September
      30, 2004.








**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.





20








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
      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 pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200232.2
            Certification
                of Principal Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002








21








**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 30, 2005
            By:
            /s/
                John R.
                RaskJohn
                R. Rask, President and DirectorDate:
                November 30, 2005
            By:
            /s/
                John M.
                HickeyJohn
                M. Hickey, Secretary and Director


























22