**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D. C. 20549**
  **FORM
        10-QSB**
 
 (x)
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 For
        the
        quarterly period ended: December
        31, 2006
 
 ( 
                  )
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 For
        the
        transition period from ____________________ to ____________________
 
 Commission
        File number 0-11695
 
 **APEX
        RESOURCES GROUP, INC.**
 (Exact
        name of registrant as specified in charter)
 
 UTAH
              87-0403828(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)299
                  S. Main Street, Suite 1300, Salt Lake City, Utah
              84111(Address
                  of principal executive offices)
              (Zip
                  Code)
 
 (801)
        534-4450
 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) Yes [x] No [  ] 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]
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date. Common stock, par value $.001; 110,681,870
        shares outstanding as of January 31, 2007.
 
 Transitional
        Small Business Disclosure Format: Yes [  ] No [x].
 
  
  INDEX
 
 
 PageNumberPART
                  I.ITEM
                  1.
              Financial
                  Statements (unaudited)
              3Balance
                  SheetDecember
                  31, 2006
              4Statements
                  of OperationsThree
                  Months and Six Months Ended December 31, 2006 and 2005 and the
                  Period from
                  Inception (January 27, 1984) to December 31, 2006
              5Statement
                  of Cash FlowsSix
                  Months Ended December 31, 2006 and 2005 and the Period from Inception
                  (January 27, 1984) to December 31, 2006
              6Notes
                  to Financial Statements
              7ITEM
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              12ITEM
                  3.
              Controls
                  and Procedures
              18PART
                  IIITEM
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              18ITEM
                  6.
              Exhibits
              19Signatures
              20
 
 
 
 
  2
  **PART
        I - FINANCIAL INFORMATION**
 
  This
        filing contains certain forward-looking statements. For this purpose any
        statements contained herein that are not statements of historical fact may
        be
        deemed to be forward-looking statements. Without limiting the foregoing,
        words
        such as “may,” “will,” “expect,” “believe,” anticipate,” “estimate” or
“continue” or comparable terminology are intended to identify forward-looking
        statements. These statements by their nature involve substantial risks and
        uncertainty, and actual results may differ materially depending on a variety
        of
        factors, many of which are not within the Company’s control. These factors
        include but are not limited to economic conditions generally and in the
        industries in which the Company participate; competition within the Company’s
        industry, including competition from much larger competitors; and changes
        in
        laws and regulation that effect the Company.
 
 **ITEM
                  1.**
              **FINANCIAL
                  STATEMENTS**
  The
        accompanying balance sheet of Apex Resources Group, Inc., (development stage
        company) at December 31, 2006, the statements of operations for the three
        and
        six months ended December 31, 2006 and 2005 and the period from inception
        (January 27, 1984) to December 31, 2006 and statements of cash flows for
        the six
        months ended December 31, 2006 and 2005 and the period from inception (January
        27, 1984) to December 31, 2006, have been prepared by the Company’s management
        in conformity with accounting principles generally accepted in the United
        States
        of America. In the opinion of management, all adjustments considered necessary
        for a fair presentation of the results of operations and financial position
        have
        been included and all such adjustments are of a normal recurring
        nature.
 
 Operating
        results for the quarter ended December 31, 2006, are not necessarily indicative
        of the results that can be expected for the year ending June 30,
        2007.
 
 
 
 
 
 
 
 
 
 
 
 
  3
  **APEX
        RESOURCES GROUP, INC.**
 **(DEVELOPMENT
        STAGE COMPANY)**
 **BALANCE
        SHEET**
 
 December
                  31 2006**CURRENT
                  ASSETS**Cash
              
              
              56,648Total
                  Current Assets
              
              
              56,648**PROPERTY
                  AND EQUIPMENT**-
                  net of accumulatedDepreciation
              
              
              109,183**OTHER
                  ASSETS**Accounts
                  receivable - affiliates
              
              
              66,879Oil
                  leases
              
              
              67,913Available
                  for sale securities
              
              
              2,428Land
              
              
              34,352171,572**Total
                  Assets**
              
              
              337,403**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT) EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              
              89,622Note
                  Payable - Land
              
              
              -Accounts
                  payable - related parties
              
              
              84,129Total
                  Current Liabilities
              
              
              173,751**STOCKHOLDERS'
                  (DEFICIT) EQUITY**Common
                  stock400,000,000
                  shares authorized, at $.001 par value; 110,681,870 issued and
                  outstanding
              
              
              110,682Capital
                  in excess of par value
              
              
              9,295,281Less
                  stock subscriptions receivable
              
              
              (54,209
              )Deficit
                  accumulated during the development stage
              
              
              (9,188,102
              )Total
                  Stockholders' (Deficit) Equity
              
              
              163,652**TOTAL
                    LIABILITIES AND STOCKHOLDERS'**(DEFICIT)
                    EQUITY
              
              
              337,403**See
                  accompanying notes to financial statements**
 
  4
  **APEX
        RESOURCES GROUP, INC.**
 **(DEVELOPMENT
        STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
  
 3
                  months ended
                December
                  31
              
              6
                  months ended
                December
                  31
              
              Jan.
                  27, 1984 (date of inception of development stage) to2006
              
              2005
              
              2006
              
              2005
              
              Dec
                  31, 2006**REVENUES**Other
                  non-operating income
              
              $
              -
              
              $
              1,287
              
              $
              650
              
              $
              3,784
              
              $
              368,793**EXPENSES**Exploration,
                  development and administrative - Note 7
              
              
              122,833
              
              
              41,175
              
              
              194,146
              
              
              195,374
              
              
              10,858,396Depreciation
              
              
              5,328
              
              
              6,000
              
              
              10,656
              
              
              12,000
              
              
              182,758Total
                  operating expenses
              
              
              128,161
              
              
              47,175
              
              
              204,802
              
              
              207,374
              
              
              11,041,154NET
                  (LOSS) - before other income (expense)
              
              
              (128,161
              )
              
              (45,888
              )
              
              (204,152
              )
              
              (203,590
              )
              
              (10,672,361
              )Gain
                  on sale of assets
              
              
              91,608
              
              
              -
              
              
              141,636
              
              
              40,993
              
              
              1,511,945Loss
                  on land foreclosure
              
              
              -
              
              
              -
              
              
              -
              
              
              (20,525
              )
              
              (1,744
              )Interest
                  expense
              
              
              (760
              )
              
              (2,697
              )
              
              (1,332
              )
              
              (1,744
              )
              
              (25,942
              )NET
                  (LOSS)
              
              
              (37,313
              )
              
              (48,585
              )
              
              (63,848
              )
              
              (184,866
              )
              
              (9,188,102
              )Basic
                  net (loss) per common share
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  average shares outstanding
              
              
              104,844,195
              
              
              92,625,000
              
              
              104,844,195
              
              
              92,625,000**See
                  accompanying notes to financial statements**
 
  5
  **APEX
        RESOURCES GROUP, INC.**
 **(DEVELOPMENT
        STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS**
 
 
 6
                  months ended December 31,
              
              Jan.
                  27, 1984 (date of inception of development stage) to2006
              
              2005
              
              Dec
                  31, 2006Cash
                  flows from operating activities:Net
                  (loss)
              
              $
              (63,848
              )
              $
              (184,866
              )
              $
              (9,188,102
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Depreciation
              
              
              10,656
              
              
              12,000
              
              
              182,758Common
                  stock issued for services and expenses
              
              
              -
              
              
              -
              
              
              5,322,092Gain
                  on sale of assets
              
              
              (141,636
              )
              
              -
              
              
              (1,511,945
              )Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              3,331
              
              
              (269
              )
              
              (66,879
              )Increase
                  (decrease) in liabilities
              
              
              (5,761
              )
              
              (38,676
              )
              
              876,643Net
                  cash used in operating activities
              
              $
              (197,258
              )
              $
              (211,811
              )
              $
              (4,385,433
              )Cash
                  flows from investing activities:Purchase
                  of investments
              
              $
              -
              
              $
              -
              
              $
              (2,428
              )Net
                  proceeds from sale of assets
              
              
              247,131
              
              
              -
              
              
              2,039,521Purchase
                  of oil & gas leases and mining claims
              
              
              -
              
              
              -
              
              
              (67,913
              )Purchase
                  of property and equipment
              
              
              -
              
              
              215,989
              
              
              (616,225
              )Net
                  cash provided by investing activities
              
              
              247,131
              
              
              215,989
              
              
              1,352,955Cash
                  flows from financing activities:Payment
                  of notes payable
              
              $
              -
              
              $
              -
              
              $
              (137,917
              )Proceeds
                  from notes payable
              
              
              -
              
              
              -
              
              
              277,916Net
                  proceeds from issuance of common stock
              
              
              -
              
              
              -
              
              
              2,949,127Net
                  cash provided by financing activities
              
              
              -
              
              
              -
              
              
              3,089,126Net
                  increase (decrease) in cash and cash equivalents
              
              
              49,873
              
              
              4,178
              
              
              56,648Cash
                  and cash equivalents, beginning of period
              
              
              6,775
              
              
              18,507
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              56,648
              
              $
              22,685
              
              $
              56,648Supplemental
                  disclosure of cash flow information:Interest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -Noncash
                  financing activities:Common
                  stock issued for debt
              
              $
              600,103Stock
                  subscriptions canceled
              
              $
              (2,450,000
              )Common
                  stock issued under stock subscription
              
              $
              180,000**See
                  accompanying notes to financial statements**
   6
 
 **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **December
        31, 2006**
 
 
 **1.
        ORGANIZATION AND BASIS OF PRESENTATION**
 
 The
        Company was incorporated in the State of Utah on January 27, 1984 with
        authorized capital stock of 50,000,000 shares at a par value of $0.001. On
        May
        17, 1999 the authorized was increased to 100,000,000 shares and on March
        3, 2000
        the authorized was increased to 400,000,000 shares with the same par value.
        On
        March 26, 2003 the name of the Company was changed from “Ambra Resources Group,
        Inc. to “Apex Resources Group, Inc.”
 
 The
        company has been in the development stage since inception and has been engaged
        in the business of the acquisition of mining and oil property interests and
        other business activities.
 
 The
        interim financial statements of Apex Resources Group, Inc. for the three
        and six
        months ended December 31, 2006 are unaudited. The financial statements are
        prepared in accordance with the requirements for unaudited interim periods,
        and
        consequently do not include all disclosures required to be in conformity
        with
        accounting principles generally accepted in the United States of
        America.
 
 In
        the
        opinion of management, the accompanying financial statements contain all
        adjustments, consisting only of normal recurring accruals, necessary for
        a fair
        presentation of the Company’s financial position as of December 31, 2006 and the
        results of operations and cash flows for the three and six months ended December
        31, 2006.
 
 The
        results of operations for the three and six months ended December 31, 2006
        are
        not necessarily indicative of the results for a full year period.
 
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Accounting
        Methods
 The
        Company recognizes income and expenses based on the accrual method of
        accounting.
 
 Dividend
        Policy
 
 The
        Company has not yet adopted any policy regarding payment of
        dividends.
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly liquid instruments purchased with a maturity,
        at
        the time of purchase, of less than three months, to be cash
        equivalents.
 
 Property
        and Equipment
 
 The
        Company’s property and equipment consists of the following:
 
 Office
                  equipment
              
              
              145,880Residential
                  rentals
              
              
              117,345Less
                  accumulated depreciation
              
              
              (154,042
              )109,183
 
 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.
 
 
 
 
  7
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **December
        31, 2006**
 
 
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 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.
 
 Financial
        Instruments
 
 The
        carrying amounts of financial instruments are considered by management to
        be
        their estimated fair values due their short term maturities.
 
 Income
        Taxes
 
 The
        Company utilizes the liability method of accounting for income taxes. Under
        the
        liability method deferred tax assets and liabilities are determined based
        on the
        differences between financial reporting and the tax bases of the assets and
        liabilities and are measured using the enacted tax rates and laws that will
        be
        in effect, when the differences are expected to reverse. An allowance against
        deferred tax assets is recorded, when it is more likely than not, that such
        tax
        benefits will not be realized.
 
 At
        December 31, 2006, the Company had an approximate net operating loss available
        for carry forward of $9,200,000. The tax benefit of approximately $2,760,000
        from the loss carry forward has been fully offset by a valuation reserve
        because
        the use of the future tax benefit is doubtful because the Company is unable
        to
        establish a predictable projection of operating profits for future
        years.
 
 The
        net
        operating loss carryovers will expire beginning in the years 2005 through
        2026.
 
  8
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **December
        31, 2006**
 
 
 **2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 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.
 
 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.
 
  9
  **APEX
        RESOURCES GROUP, INC.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **December
        31, 2006**
  
 **4.
        SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES**
 
 Officers-directors
        and their controlled entities and a consultant have acquired approximately
        30%
        of the outstanding common stock of the Company and have received the restricted
        common capital stock issued to them.
 
 In
        July
        and August, 2006 the Company issued 5,934,541 shares of common stock at a
        value
        of $478,882 to certain shareholders, directors and officers for payment of
        services rendered to the Company that had been accrued as a liability of
        the
        Company.
 
 In
        November 2006, the Company issued 12,122,117 shares of common stock at a
        value
        of $121,221 to affiliated entities, for payment of services rendered to the
        Company that had been  previously accrued as a liability of the Company.
 
 In
        November 2006, the Company issued 6,000,000 shares of common stock at a value
        of
        $60,000 to affiliated entities.
 
 The
        Company has made no interest, demand loans to affiliates of $66,879. The
        affiliations resulted through common officers between the company and its
        affiliates, and the Company owns 13% of the outstanding stock of one of the
        affiliates.
 
 **5.
        STOCKHOLDERS’ EQUITY**
 
 Additionally,
        in November 2006, the Company canceled stock subscription agreements for
        which
        18,000,000 shares of common stock had been issued, as related amounts were
        deemed to be uncollectible. The related shares of common stock were also
        canceled. Then, in November 2006, the Company issued another 18,000,000 shares
        of common stock under new stock subscription agreements, at a value of $180,000
        (6,000,000 of these shares were to related parties as disclosed in Footnote
        4).
        At December 31, 2006, $54,209 remains a stock subscription
        receivable.
 
 **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 FINANCIAL STATEMENTS (Continued)**
 **December
          31, 2006**
 **7.
        SCHEDULE OF EXPENSES**
 
 Following
        is a summary schedule of the expenses, for the three and six months ended
        December 31, shown in the statement of operations under exploration,
        development, and administrative.
 
 **Three
                  months ended,****December
                  31****2006**
              
              **2005**Travel
              
              $
              12,964
              
              $
              929Advertising
              
              
              12,983
              
              
              -Office
                  expenses
              
              
              19,144
              
              
              9,912Professional
              
              
              13,903
              
              
              3,000Consultants
              
              
              57,201
              
              
              2,677Rent
              
              
              6,638
              
              
              18,862Other
              
              
              -
              
              
              5,795$
              122,833
              
              $
              41,175
 
 
 **Six
                  months ended,****December
                  31,****2006**
              
              **2005**Travel
              
              $
              17,219
              
              $
              20,014Advertising
              
              
              13,426
              
              
              -Office
                  expenses
              
              
              36,012
              
              
              18,024Professional
              
              
              27,221
              
              
              18,529Consultants
              
              
              79,212
              
              
              72,459Rent
              
              
              21,056
              
              
              37,551Other
              
              
              -
              
              
              28,797$
              194,146
              
              $
              195,374
  
 
  
 
   11
  **ITEM
                  2.**
              **MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATION**
 
 For
        a
        complete understanding, this *Management’s
        Discussion and Analysis* should
        be read in conjunction with Part I- Item 1, Financial Statements to this
        Form
        10-QSB and the Annual Report of the Company on Form 10-KSB for the year ended
        June 30, 2006.
 
 **General**
 
 The
        Company is in the development stage and engaged in the acquisition of small
        interests in gas and oil properties and the acquisition of interests in real
        estate. The Company has not been engaged in the production of any gas and
        oil.
        For a detailed description of the oil and gas and real estate holding of
        the
        Company, please see the Annual Report of the Company filed on Form 10-KSB
        for
        the year ended June 30, 2006. Following is a brief description of relevant
        events that occurred during the quarter ended December 31, 2006.
 
 **Business
        of the Company**
 
 Oil
        and Gas Interests
 
 *Beaufort
        Sea*
 
 The
        Company holds a 3.745% working interest in the Beaufort Sea well Esso Pex
        Home,
        et. al. Itiyok I-27, consisting of 640 acres, located at Latitude 70-00',
        Longitude 134-00', Sections 7, 8, 17, 18, 27, 28 and 37. License No. 55,
        dated
        April 22, 1987. During 1982 and 1983 a consortium of companies participated
        in
        drilling, casing and testing the area to a depth of 12,980 feet.
 
 The
        main
        partner in the project is Imperial Oil Resources. A consortium
        of oil and gas companies has filed an application to build a natural gas
        pipeline that could be used to transport gas from the Beaufort Sea region.
        No
        current plans have been formulated to perform further work in the immediate
        Beaufort Sea area. It is anticipated this area will not be developed until
        a
        pipeline is built.
 
 *Bastian
        Bay Field, Plaquamines Parish, Louisiana*
 
 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. The Company determined that
        it was
        not in its best interest to meet the cash call. Therefore, the Company’s
        interest in this well decreased from 6.25% to 3.125%. As of this time Imperial
        has put work on the well on hold and has announced its intention to begin
        work
        again in the Spring of 2007.
 
  12
  *Henry
        Dome Prospect, Texas*
 
 The
        Company owns 2.5 participation units in the Henry Dome Prospect in McMullen
        County, Texas, for $12,500. These units give the Company a 1.875% working
        interest in JB Henry Dome #1 well. Initial flow testing of the well demonstrated
        flow of 450,000 cubic feet of gas per day. Following initial testing, acid
        washing of the well was performed to attempt to increase flow rates. Additional
        testing is ongoing as the operator has encountered many problems with this
        well.
        As part of the additional testing, to try and increase the flow rate of gas,
        the
        operator is planning on installing an electric generator. Installation was
        expected to occur in November of 2006 but has been rescheduled for the Spring
        of
        2007. The estimated life expectancy of this well is at least six years.
 
 Real
        Estate Interests
 
 *Abbecombec
        Ocean Village Resort*
 
 The
        Company is currently trying to sell this property, and had discontinued renting
        the vacation home until such time as it is sold. This property is not subject
        to
        any mortgage or other obligation and the Company believes the property is
        adequately insured. At this time the Company has no plans to renovate or
        otherwise improve the property.
 
 *Cowichan
        Lake, Victoria, B.C.*
 
 The
        Company owns one lot on Upper Point Ideal Road in the Cowichan Lake District
        in
        Victoria B.C. The Company owns this lot free and clear of any mortgage, debt,
        encumbrance or obligation. The Company is currently attempting to sell this
        lot.
        The Company acquired this property for investment purposes and has no present
        intent to develop or improve this parcel.
 
 The
        Company also owns approximately 11,146,679 or 10.1% of the outstanding common
        shares of Omega Ventures Group, Inc., a corporation whose common stock is
        traded
        on the Over-the-Counter Bulletin Board, stock symbol “OMGV.”
 
 **Executive
        Offices**
 
 The
        Company currently leases 200 square feet of executive office space located
        at
        299 South Main Street, Suite 1300, Salt Lake City, Utah 84111. The offices
        are
        rented on a month-to-month basis for approximately $1,600 per month. The
        Company
        believes this space will be sufficient for its needs for the foreseeable
        future.
 
 The
        monthly rent for the Canadian office, located at 610-800 West Pender Street,
        Vancouver, British Colombia, Canada V6C 2V6, is $2,560 per month. The Company
        is
        planning to close this office in February of 2007.
 
  13
  **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 December 31, 2006, the Company financed its operations primarily through
        credit arrangements extended to the Company from related parties. During
        the
        quarter ended December 31, 2004, the Company received subscriptions to purchase
        18,000,000 shares of its common stock in private placement transactions for
        cash
        totaling $2,450,000. These shares, however, were being held in escrow for
        delivery out as funds were received by the Company. As of December 31, 2006,
        the
        Company had received $23,000 for the shares. In November 2006, the Company
        canceled the stock subscription agreements for which the 18,000,000 shares
        of
        common stock had been issued, as related amounts were deemed to be
        uncollectible. The related shares of common stock were also cancelled. Then,
        in
        November 2006, the Company issued another 18,000,000 shares of common stock
        under new stock subscription agreements; at a value of $180,000 (6,000,000
        of
        these shares were to related parties. During the quarter ended December 31,
        2006, the Company issued on Month Day, 2006 and Month Day, 2006, Number of
        shares and Number of shares of common stock, respectively, to an officer
        of the
        Company and to other parties, in satisfaction of amounts payable in the amount
        of $ ??. As a result, accounts payable to related parties decreased to $84,129
        compared to $313,694 at September 30, 2006. As a result, accounts payable
        to
        related parties decreased to $313,694 compared to $807,686 at June 30, 2006.
        On
        December 31, 2006, the Company had cash on hand of $56,648.
 
 The
        Company has plans to further develop its oil and gas properties, which will
        require substantial additional working capital that the Company does not
        currently have. Moreover, the Company does not anticipate significant revenue
        from its operating activities in the upcoming quarter.
 
 **Results
        of Operations**
 
 ***Comparison
        of the three months ended December 31, 2006 and 2005***
 
 The
        Company sustained a net loss of $37,313 during the three months ended December
        31, 2006 compared to a loss of $48,585 for the three months ended December
        31,
        2005. This decrease in loss was primarily the result of the Company engaging
        in
        more limited operations during the three months ended December 31, 2006,
        compared to the same period of 2005, as a result of the Company having limited
        available funds. The Company incurred the following expenses:
 
 
  14
  
 **Three
                  months ended,****December
                  31********2006******
              
              ******2005**Travel
              
              $
              12,964
              
              $
              929Advertising
              
              
              12,983
              
              
              -Office
                  expenses
              
              
              19,144
              
              
              9,912Professional
              
              
              13,903
              
              
              3,000Consultants
              
              
              57,201
              
              
              2,677Rent
              
              
              6,638
              
              
              18,862Other
              
              
              -
              
              
              5,795**Total**
              
              **$**
              **122,833**
              
              **$**
              **41,175**
 
 
 Travel
        expenses increased $12,035 or 1295.5% to $12,964 during the three months
        ended
        December 31, 2006 compared to December 31, 2005. This increase in travel
        expenses was primarily the result of the Board of Directors traveling to
        investigate potential investment opportunities during the three months ended
        December 31, 2006, compared to the same period of 2005. The Company expects
        this
        increase in travel expenses to a one time event and anticipates travel expenses
        will return to levels more consistent with those experienced in prior quarters.
 
 Office
        expenses increased $9,232 or 93.1% to $19,144 during the three months ended
        December 31, 2006 compared to the same period 2005. This increase is primarily
        the result of transferring the Company’s executive offices from Vancouver,
        British Columbia to Salt Lake City, Utah, while continuing to maintain the
        Vancouver, British Columbia office. The Company is planning to close the
        Vancouver office in February 2007 in an effort to reduce office expenses
        in
        connection with the limited funds available to the Company. The Company expects
        this increase in office expenses to be a one time event and anticipates that
        future office expenses will return to levels more consistent with those
        experienced in prior quarters.
 
 Professional
        fees increased $10,903 or 363.4% to $13,903 during the three months ended
        December 31, 2006. The increase is primarily the result of professional fees
        incurred by the company seeking the assistance of its accounting firm in
        reviewing and maintaining the Company’s financial statement. The Company expects
        professional expenses to continue at rates consistent with those experienced
        during the first quarter of the 2007 fiscal year and until such time as the
        Company has additional funds available for use.
 
 Consultants’
        fees increased $54,524 or 2036.8% to $57,201 during the three months ended
        December 31, 2006 compared to three month period ended December 31, 2005.
        The
        Company has no employees, rather management retains consultants to provide
        the
        services the Company needs. Again, as a result of investigating potential
        investment ideas the Company expects this increase in Consultants’ fees will
        return to levels more consistent with those experienced in prior quarters.
 
  15
  Rent
        expenses decreased $12,224 or 64.8% during the three months ended December
        31,
        2006 compared to 2005. We anticipate rents will remain consistent with those
        experienced during the three month ended December 31, 2006 until the office
        lease for the Company’s Vancouver office expires in February 2007.
 
 Other
        expenses decreased to $0 for the six months ended December 31, 2006 compared
        to
        $5,795 for the six months ended December 31, 2005. We anticipate other expenses
        in the upcoming quarter will remain consistent with those experienced during
        the
        second fiscal quarter of 2007.
 
 The
        Company generated no operating income during the three months ended December
        31,
        2006 or 2005. Non-operating income during the three months ended December
        31,
        2006, was $0 compared to $1,287 during the three months ended December 31,
        2005.
 
 ***Comparison
        of the six months ended December 31, 2006 and 2005***
 
 The
        Company sustained a net loss of $63,848 during the six months ended December
        31,
        2006 compared to a loss of $184,866 for the six months ended December 31,
        2005.
        This decrease in loss was primarily the result of the Company engaging in
        more
        limited operations during the six months ended December 31, 2006, compared
        to
        the same period of 2005, as a result of the Company having limited available
        funds. The Company incurred the following expenses:
 
 **Six
                  months ended,****December
                  31,****2006**
              
              **2005**Travel
              
              $
              17,219
              
              $
              20,014Advertising
              
              
              13,426
              
              
              -Office
                  expenses
              
              
              36,012
              
              
              18,024Professional
              
              
              27,221
              
              
              18,529Consultants
              
              
              79,212
              
              
              72,459Rent
              
              
              21,056
              
              
              37,551Other
              
              
              -
              
              
              28,797**Total**
              
              **$**
              **194,146**
              
              **$**
              **195,374**
 
 Travel
        expenses decreased $2,795 or 13.9% to $17,219 during the six months ended
        December 31, 2006 compared to December 31, 2005. This decrease in travel
        expenses was primarily the result of the Company engaging in limited operations
        during the six months ended December 31, 2006, compared to the same period
        of
        2005, as a result of the Company having limited available funds. The Company
        anticipates travel expenses will remain fairly constant until such time as
        the
        Company obtains additional funding.
 
  16
  Office
        expenses increased $17,988 or 99.8% to $36,012 during the six months ended
        December 31, 2006 compared to the same period 2005. This increase is primarily
        the result of transferring the Company’s executive offices from Vancouver,
        British Columbia to Salt Lake City, Utah, while continuing to maintain the
        Vancouver, British Columbia office. The Company is planning to close the
        Vancouver office in February 2007 in an effort to reduce office expenses
        in
        connection with the limited funds available to the Company. The Company expects
        this increase in office expenses to be a one time event and anticipates that
        future office expenses will return to levels more consistent with those
        experienced in prior quarters.
 
 Professional
        fees increased $8,692 or 46.9% to $27,221 during the six months ended December
        31, 2006. The increase is primarily the result of professional fees incurred
        by
        the company seeking the assistance of its accounting firm in reviewing and
        maintaining the Company’s financial statement. The Company expects professional
        expenses to continue at rates consistent with those experienced during the
        first
        quarter of the 2007 fiscal year and until such time as the Company has
        additional funds available for use.
 
 Consultants’
        fees increased $6,753 or 9.3% to $79,212 during the six months ended December
        31, 2006 compared to six month period ended December 31, 2005. The Company
        has
        no employees, rather management retains consultants to provide the services
        the
        Company needs. Again, as a result of efforts to reduce expenses, the Company
        received approximately the same services from consultants during the six
        months
        ended December 31, 2006 compared to the same six month period of 2005. The
        Company expects consultants’ fees to continue at the lower levels incurred
        during the current fiscal year in upcoming quarters unless the Company is
        able
        to obtain additional funding.
 
 Rent
        expenses decreased $16,495 or 43.9% during the six months ended December
        31,
        2006 compared to 2005. We anticipate rents will remain consistent with those
        experienced during the six month ended December 31, 2006 until the office
        lease
        for the Company’s Vancouver office expires in February 2007.
 
 Other
        expenses decreased to $0 for the six months ended December 31, 2006 compared
        to
        $28,797 for the six months ended December 31, 2005. We anticipate other expenses
        in the upcoming quarter will remain consistent with those experienced during
        the
        second fiscal quarter of 2007.
 
 The
        Company generated no operating income during the six months ended December
        31,
        2006 and 2005. Non-operating income during the six months ended December
        31,
        2006, was $650 compared to $3,784 during the three months ended December
        31,
        2005.
 
 
  17
  **ITEM
                  3.**
              **CONTROLS
                  AND PROCEDURES**
 
 *Evaluation
        of Disclosure Controls and Procedures*
 
 Our
        principal executive officer and our principal financial officer (the *"Certifying
        Officers"* )
        are
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Such officers
        have
        concluded (based upon their evaluations of these controls and procedures
        as of
        the end of the period covered by this report) that our disclosure controls
        and
        procedures are effective to ensure that information required to be disclosed
        by
        us in this report is accumulated and communicated to management, including
        the
        Certifying Officers as appropriate, to allow timely decisions regarding required
        disclosure. Based on this evaluation, our Certifying Officers have concluded
        that our disclosure controls and procedures are effective as of December
        31,
        2006.
 
 *Changes
        in Internal Control over Financial Reporting*
 
 There
        were no changes in our internal controls over financial reporting during
        the
        quarter ended December 31, 2006 that materially affected, or are reasonably
        likely to materially affect, our internal control over financial
        reporting.
 
 
 **PART
        II - OTHER INFORMATION**
 
 **ITEM
                  2.**
              **UNREGISTERED
                  SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS**
 
 On
        November 29, 2006, the Company terminated seven subscription agreements for
        a
        total of 18,000,000 shares at varying amounts, ranging from $0.05 to $0.20
        per
        share for a total of $2,450,000.00. The agreements that were terminated were
        subscription agreements with Roger Reynolds for 2,000,000 shares entered
        into on
        November 22, 2004, Global Capital SA for 3,000,000 shares and Nevada Holdings
        for 3,000,000 shares entered into on November 29, 2004, Redwood Management,
        Ltd.
        for 2,500,000 shares and Network Capital Group, Inc. for 2,500,000 shares
        entered into on December 8, 2004 and Royce Enterprises, Ltd. for 2,500,000
        shares and Spectrum Financial Corp. for 2,500,000 shares entered into on
        December 22, 2004.
 
 On
        November 29, 2006, the Company issued 2,780,450 restricted common shares
        to
        Olympus Capital Group Inc. These shares were issued to retire debts of
        $21,869.14 owed to Global Capital Group, and $5,935.36 owed to Olympus Capital
        Group, Inc. The debts were first incurred when the Company received from
        Global
        Capital Group a cash loan totaling $21,869.14 and a cash loan from Olympus
        Capital Group, Inc., totaling $5,935.36. At the request of Global
        Capital the shares where issued to Olympus Capital Group, Inc. The shares
        were
        issued without registration under the Securities Act of 1933 in reliance
        on an
        exemption from registration provided by Section 4(2) of the Securities Act.
        The
        transaction by the Company did not involve any public offering.
 
  18
  On
        November 29, 2006, the Company issued 4,200,000 restricted common shares
        to
        Navigator Capital Inc., 1,991,667 restricted common shares to Michael Gill
        Enterprises, 2,100,000 restricted common shares to Chicago Management Corp.
        and
        1,050,000 restricted common shares to Siam Oceanic Fund Ltd.
 
 The
        4,200,000 restricted common shares of our restricted common stock issued
        to
        Navigator Capital Inc. were issued to retire a $42,000 loan made to the Company
        by Global Capital. At the request of Global Capital the shares where issued
        to
        Navigator Capital, Inc.
 
 1,991,667
        restricted common shares where issued to Michael Gill Enterprises to retire
        a
        $19,917 loan made to the Company by Michael Gill Enterprises. 2,100,000
        restricted common shares where issued to Chicago Management Corp. to retire
        a
        $21,000 loan made to the Company by Chicago Management Corp., a non related
        party. The debt was incurred for investor relations services rendered to
        the
        Company. 1,050,000 restricted common shares where issued to Siam Oceanic
        Fund
        Ltd. to retire a $10,500 loan made the Company by Siam Oceanic Fund Ltd.,
        a non
        related party.
 
 The
        shares issued to Navigator Capital, Inc, Michael Gill Enterprises, Chicago
        Management Corp. and Siam Oceanic Fund, Ltd. were issued without registration
        under the Securities Act of 1933 in reliance on an exemption from registration
        provided under regulations for securities issued to foreign
        investors.
 
 All
        shares issued during the quarter were issued to non US persons without
        registration under the Securities Act of 1933 in reliance on an exemption
        from
        registration provided by Regulation S promulgated by the Securities and Exchange
        Commission.
 
 **ITEM
                  6.**
              **EXHIBITS**
 
 Exhibits.
        The following exhibits are included as part of this report:
 
 31.1
              Certification
                  of Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
 31.2
              Certification
                  of Principal Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
 32.1
              Certification
                  of Principal Executive Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
 32.2
              Certification
                  of Principal Financial Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
 
 
  19
  
 **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized
 
 
 **APEX
                  RESOURCES GROUP, INC.**Date:
                  February 7, 2007
              By:
              /s/
                  John R.
                  RaskJohn
                  R. Rask, President and DirectorDate:
                  February 7, 2007
              By:
              /s/
                  John M.
                  HickeyJohn
                  M. Hickey, Secretary and Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       20