Sub Filer Ccc

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933

For the fiscal year ended June 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.

(Name of Small Business Issuer in its charter)

UTAH	87-0403828
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

610-800 West Pender Street, Vancouver, Canada	V6C 2V6
(Address of principal executive Offices)	(Zip Code)

Issuer's telephone number: (604) 669-2723

Securities registered pursuant to section 12(b) of the Exchange Act: None

Securities registered pursuant to section 12(g) of the Exchange Act: None

Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [ ]

The issuer’s revenue for its most recent fiscal year was: $12,247.

The aggregate market value of the issuer’s voting stock held as of , by non-affiliates of the issuer, based on the price at which the shares were sold, was approximately: $6,363,786.

As of October 17, 2005, the issuer had 92,625,212 shares of its $0.001 par value common stock outstanding.

Transitional Small Business Disclosure Format. Yes [ ] No [X]

Documents incorporated by reference: None

TABLE OF CONTENTS

PART I

ITEM 1. DESCRIPTION OF BUSINESS	3

ITEM 2. DESCRIPTION OF PROPERTY	7

ITEM 3. LEGAL PROCEEDINGS	9

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS	9

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS	9

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OR
PLAN OF OPERATIONS	11

ITEM 7. FINANCIAL STATEMENTS	15

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE	15

ITEM 8A. CONTROLS AND PROCEDURES	15

ITEM 8B. OTHER INFORMATION	16

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT	16

ITEM 10. EXECUTIVE COMPENSATION	18

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT	19

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	20

PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K	20

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	21

SIGNATURES	21

PART I

FORWARD

This Form 10-KSB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-KSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,”“hope,”“will,”“expect,”“believe,”“anticipate,”“estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within 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. DESCRIPTION OF BUSINESS

History and Organization

Apex Resources Group Inc. (the "Registrant" or "Company") is a development stage company. It was incorporated under the laws of the State of Utah on January 27, 1984. The Company was initially organized primarily to hold overriding royalties of both producing and non-producing oil and gas properties. However, the Company's articles of incorporation authorize it to engage in all aspects of the oil and gas business and for any other lawful purpose.

In 1989, the Company transferred its assets in exchange for cancellation of the Company's debt and ceased operations until 1995. Since 1995, the Company has been primarily engaged in the business of acquiring interests in oil and gas properties.

Our executive offices are located at Suite 610 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6. Our telephone number is (604) 669-2723. Our website is located at www.apexresourcesgroup.com.

Oil and Gas Properties

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.

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.

Selection of Target Areas for Acquisition

The Company will continue to explore and investigate the acquisition of interests in other oil and gas properties. In most cases, the Company has and will continue to seek to acquire only partial interests in properties thereby diversifying its risk. This will also allow the Company to acquire interests in more properties than it otherwise could if it were to acquire complete interests in properties.

Rather than employ the significant staff that would be required to operate the wells the Company may acquire, it will continue to seek out and locate qualified local operators, whom it will contract to manage the daily operations of the particular properties. This aids the Company in keeping its overhead to a minimum.

The Company will seek to purchase interests for cash or in exchange for shares of its common stock, where allowed by law. The purchases made with cash will be made with cash on hand, internally generated capital, financed through conventional loans made by oil and gas lenders or through funds made available through equity financing. The Company may consider issuing common stock to project owners in situations where the project has significant upside potential due to proven reserves that are behind pipe or that are undeveloped and for which traditional financing cannot be obtained.

Market for Oil Production

The market for oil and gas production is regulated by federal, state and foreign governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for deviations from the quality standards established by the purchaser. Oil sales are normally contracted with a "gatherer" which is a third-party who contracts to pickup the oil at the well site. In some instances there may be deductions for transportation from the wellhead to the sales point. The majority of crude oil purchasers do not at this time charge transportation fees, unless the well is outside their service area. The oil gatherer will usually handle disbursements of sales revenue to both the owners of the well (a "working interest owner") as well as payments to persons entitled to royalties as a result of such sales ("royalty owners"). The Company typically will be a working interest owner in the projects that it undertakes or in which it invests. By being a working interest owner, the Company is responsible for the payment of its proportionate share of the operating expenses of the well. Royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the cost of operating the lease. Therefore, the Company, in most instances, will be paying the expenses for the oil and gas revenues paid to the royalty owners.

Market for Gas Production

In contrast to sales of oil, the gas purchaser will pay the well operator 100% of the sales proceeds monthly for the previous month's sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Prices will fluctuate with the seasons and the general market conditions. It is the Company's intention to utilize this market whenever possible in order to maximize revenues. The Company does not anticipate any significant change in the manner its gas production would be purchased, however, no assurance can be given that such changes will not occur in the future.

Competition

The oil and gas industry is highly competitive. Competition for prospects and producing properties is intense. As the Company pursues new opportunities in oil and gas exploration, it will be competing with a number of other potential purchasers of prospects and producing properties, most of which will have greater financial resources than the Company. The bidding for prospects has become particularly intense with different bidders evaluating potential acquisitions with different product pricing parameters and other criteria that result in widely divergent bid prices. The presence in the market of bidders willing to pay prices higher than are supported by the Company's evaluation criteria could further limit the ability of the Company to acquire prospects and low or uncertain prices for properties can cause potential sellers to withhold or withdraw properties from the market. In this environment, there can be no assurance that there will be a sufficient number of suitable prospects available for acquisition by the Company or that the Company will be able to obtain financing for or participants to join in the development of prospects.

The Company's competitors and potential competitors include major oil companies and independent producers of varying sizes. Most of the Company's competitors have greater financial, personnel and other resources than the Company and therefore have greater leverage to use in acquiring prospects, hiring personnel and marketing oil and gas. A high degree of competition in these areas is expected to continue indefinitely.

Governmental Regulation

The production and sale of oil and gas is subject to regulation by state, federal, local authorities, and foreign governments. In most areas there are statutory provisions regulating the production of oil and natural gas under which administrative agencies may set allowable rates of production and promulgate rules in connection with the operation and production of such wells, ascertain and determine the reasonable market demand of oil and gas, and adjust allowable rates with respect thereto.

The sale of liquid hydrocarbons was subject to federal regulation under the Energy Policy and Conservation Act of 1975 that amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic crude oil and various petroleum products could be sold. All price controls and restrictions on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be reimposed in the future but when, if ever, such reimposition might occur and the effect thereof on the Company cannot be predicted.

Approvals to conduct oil and gas exploration and production operations are required from various governmental agencies. There is no assurance when and if such approvals will be granted.

Environmental Laws

The Company intends to conduct its operations in compliance with all applicable environmental laws. The cost of such compliance has been and will be factored into the estimated costs of drilling and production. The effects of applicable environmental laws are to add to the cost of operations and to add to the time it takes to bring a project to fruition.

Employees

The Company currently has no full-time employees. The officers provide services to the Company on an as needed basis. The Company contracts out with consultants to provide all other necessary services.

ITEM 2. DESCRIPTION OF PROPERTY

Oil and Gas Properties

See “ITEM 1. Description of Business”.

Rental Properties

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. During the year, the occupancy rate for these vacation homes has been 100%. 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, 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 annual report, the current principal balance is approximately $46,008. The Company is eight months in arrears on its monthly payments on this property, with back payments totaling $2,040. 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.

Elk Valley Ranch, Arizona

The Company owns 2 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 eight months in arrears on its monthly payments on this property, with back payments totaling $4,168. The Company is working with the contract holder to resolve the default. The Company acquired these properties for investment purposes and has no present intent to develop or improve these parcels. As undeveloped parcels, the Company does not believe there is a need to insure the properties at this time.

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 om 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.”

Executive Offices

The Company currently leases 1,500 square feet of executive office space located at 610-800 West Pender Street, Vancouver, Canada, V6C 2V6. The offices are rented on a month-to-month basis for approximately $2,532 per month. The Company believes this space will be sufficient for its needs for the foreseeable future.

The Company rents the office furnishings for its Canadian office from Nevada Holdings, for $6,500 per month.

The Company also leases 1,500 square feet of administrative office space located at 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 for approximately $3,892 per month.

ITEM 3. LEGAL PROCEEDINGS

Subsequent to the fiscal year end, in October 2005, WTRG Corp., filed a Notice of Claim was filed in the Provincial Court of British Columbia in Vancouver, Canada against the Company and John Hickey. The Notice of claim seeks damages in the amount of $18,290 for breach of contract for services rendered to the Company. Prior to filing a response to the Notice of Claim, the Company settled this dispute with WTRG.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our shareholders during the fiscal year ended June 30, 2005.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed on the NASD OTC Bulletin Board under the symbol “APXR." As of October 17, 2005, the Company had 902 shareholders holding 92,625,212 common shares.

The published closing bid and ask quotations for the previous two fiscal years are included in the chart below. These quotations represent prices between dealers and do not include retail markup, markdown or commissions. In addition, these quotations do not represent actual transactions.

	BID PRICES				ASK PRICES
	HIGH		LOW		HIGH		LOW
2005-2004
Apr. thru June 2005		.20		.08		.205		.082
Jan. thru Mar. 2005		.281		.17		.29		.183
Oct. thru Dec. 2004		.275		.055		.30		.062
July thru Sep. 2004		.13		.05		.14		.055

2004-2003
Apr. thru June 2004		.087		.05		.095		.063
Jan. thru Mar. 2004		.09		.031		.10		.04
Oct. thru Dec. 2003		.065		.03		.073		.035
July thru Sep. 2003		.05		.02		.08		.04

The foregoing figures were furnished to the Company by Pink Sheets, L.L.C., 304 Hudson Street, 2^nd Floor, New York, New York 10013.

Dividends

Since its inception, the Company has not paid any dividends on its common stock, and the Company does not anticipate that it will pay dividends in the foreseeable future.

Securities for Issuance Under Equity Compensation Plans

The Company currently has no equity compensation plans.

Recent Sales of Unregistered Securities

During the quarter ended June 30, 2005, the following equity securities, which were not registered under the Securities Act of 1933, were issued.

On May 11, 2005, the Company issued 840,000 restricted common shares to four parties, including 210,000 common shares to John Hickey, the Company Secretary and a director, for services rendered to the Company. The shares were valued at $.10 per share. The shares were issued 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.

On June 10, 2005, the Company issued 100,000 restricted common shares to WTRG Corp, for investor relations services rendered to the Company. The shares were valued at $.10 per share. The shares were issued 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. MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our Financial Statements and the accompanying notes included elsewhere in this Form 10-KSB contain additional information that should be referred to when reviewing this material.

Statements in this discussion may be forward-looking. These forward-looking statements involve risks and uncertainties, including those discussed below, which could cause actual results to differ from those expressed. Please read Forward-Looking Information on page 3.

General

The Company is a development stage company engaged in the exploration of gas and oil. The Company has been engaged in the gas and oil business since 1995.

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 year ended June 30, 2005, the Company financed its operations primarily through the issuance of Company securities and 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 June 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 year ended June 30, 2005, the Company issued a total of 9,850,143 common shares in satisfaction of expenses and for services rendered in the total amount of $401,974. The Company issued an aggregate of 5,311,300 shares in satisfaction of debt obligations in the amount of $106,230. The Company also issued 100,000 shares for $10,000 cash.

On June 30, 2005, the Company had cash on hand of $18,507, as cash flows from operating and financing activities only partially offset cash flows used in investing activities.

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.

Results of Operations

Comparison of the year ended June 30, 2005 and the year ended June 30, 2004

The Company sustained a net loss of $738,495 in the year ended June 30, 2005 compared to a loss of $748,280 for the year ended June 30, 2004. The following shows a more detailed comparison of the Company’s expenses during the past two years: