**EXHIBIT
        31.2**
 
 **CERTIFICATION
        OF PRINCIPAL FINANCIAL OFFICER**
 **Pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002**
 
 I,
        John
        M. Hickey, certify that:
 
 (1) I
        have
        reviewed this quarterly report on Form 10-QSB of Apex Resources Group, Inc.,
        (the “Company”);
 
 (2) Based
        on
        my knowledge, this quarterly report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this quarterly report;
 
 (3) Based
        on
        my knowledge, the financial statements, and other financial information included
        in this quarterly report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Company as of, and
        for,
        the periods presented in this quarterly report;
 
 (4) The
        Company’s other certifying officers and I are responsible for establishing and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-15(e) and 15d-15(e)) for the Company and have:
 
 (a) Designed
        such disclosure controls and procedures or caused such disclosure controls
        and
        procedures to be designed under our supervision to ensure that material
        information relating to the Company, including its consolidated subsidiary,
        is
        made known to us by others within those entities, particularly during the
        period
        in which this quarterly report is being prepared;
  (b) Evaluated
        the effectiveness of the Company’s disclosure controls and presented in this
        report our conclusions about the effectiveness of the disclosure controls
        and
        procedures as of the end of the period covered by this quarterly report based
        on
        such evaluation; and
  (c) Disclosed
        in this quarterly report any change in the Company’s internal controls over
        financial reporting that occurred during the Company’s most recent fiscal
        quarter that has materially affected, or is reasonably likely to materially
        affect, the Company’s internal controls over financial reporting; and
 
 (5) The
        Company’s other certifying officers and I have disclosed, based on our most
        recent evaluation of internal control over financial reporting, to the Company’s
        auditors and the audit committee of the Company’s board of directors (or persons
        fulfilling the equivalent function):
 
 (a) All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal controls over financial reporting which are reasonably likely to
        adversely affect the Company’s ability to record, process, summarize and report
        financial information; and
  (b) Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the Company’s internal controls over financial
        reporting.
 
 
 
 
 Date:
                  November 22, 2004
              By:
              /s/
                  John M.
                  HickeyJohn
                  M. Hickey, Principal Financial
                  Officer