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

   
Page
   
Number
PART I.
  
 3
     
ITEM 1.
Financial Statements (unaudited)
 3
     
 
Balance Sheets
September 30, 2005 and June 30, 2005
4
     
 
Statement of Operations
Three Months Ended September 30, 2005 and 2004 and the Period January 27, 1984 to September 30, 2005
 5
     
 
Statement of Changes in Stockholders’ Equity
Period from January 27, 1984 to September 30, 2005
 6
     
 
Statement of Cash Flows
Three Months Ended September 30, 2005 and 2004 and the Period January 27, 1984 to September 30, 2005
 8
     
 
Notes to Financial Statements
 10
     
ITEM 2.
Managements’ Discussion and Analysis of Financial Condition and Results of Operations
 16
     
ITEM 3.
Controls and Procedures
 20
     
PART II
  
 21
     
ITEM 6.
Exhibits
 21
     
 
Signatures
 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
  
$
18,507
  
Total Current Assets
  
$
24,034
  
$
18,507
  
               
PROPERTY AND EQUIPMENT - net of accumulated
              
Depreciation
   
185,005
    
191,005
  
               
OTHER ASSETS
              
Accounts receivable - affiliates
   
156,072
    
156,072
  
Oil leases
   
67,913
    
67,913
  
Land
    
83,600
    
83,600
  
Available-for-sale securities
   
2,428
    
2,428
  
Land - Canada
    
222,234
    
222,234
  
   
$
532,247
  
$
532,247
  
               
   
$
741,286
  
$
741,759
  
 
              
LIABILITIES AND STOCKHOLDERS' EQUITY
  
               
CURRENT LIABILITIES
              
Notes payable - land
  
$
219,773
  
$
214,118
  
Accounts payable
   
31.048
    
36,766
  
Accounts payable - related parties
   
445,194
    
323,604
  
Total 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
    
92,625
  
Capital in excess of par value
    
10,983,235
    
10,983,235
  
Less 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
  
               
REVENUES
             
Other non operating income
  
$
2,497
  
$
9,947
  
$
362,944
  
                     
EXPENSES
                  
Exploration, development and administrative - Note 9
    
118,497
    
170,510
    
10,025,625
 
Depreciation
    
6,000
    
6,000
    
148,102
  
 
                    
     
124,497
    
176,510
    
10,173,849
  
                     
NET LOSS - before other Income
    
(122,000
)
  
(166,563
)
  
(9,810,905
)
                     
Gain on sale of assets
    
 
    
-
   
1,329,316
  
                     
NET LOSS
  
$
(122,000
)
$
(166,563
)
$
(8,481,589
)
                     
LOSS PER COMMON SHARE
                    
                     
Basic 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