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, 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; 92,625,212 shares outstanding as of March 15, 2006.


 
 

 
INDEX


   
Page
   
Number
PART I.
    
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheets
 
 
December 31, 2005
4
     
 
Statement of Operations
  
 
Three Month and Six Months Ended December 31, 2005 and 2004 and the Period January 27, 1984 to December 31, 2005
5
     
 
Statement of Cash Flows
  
 
Six Months Ended December 31, 2005 and 2004 and the Period January 27, 1984 to December 31, 2005
6
     
 
Notes to Financial Statements
8
     
ITEM 2.
Managements’ Discussion and Analysis of Financial Condition and Results of Operations
13
     
ITEM 3.
Controls and Procedures
19
     
PART II
    
     
ITEM 5.
Other Information
19
     
ITEM 6.
Exhibits
19
     
 
Signatures
20

 
 
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 sheet of Apex Resources Group, Inc., (development stage company) at December 31, 2005 the statement of operations for the three and six months ended December 31, 2005 and 2004 and the period January 27, 1984 (date of inception) to December 31, 2005 and cash flows for the six months ended December 31, 2005 and 2004 and the period January 27, 1984 (date of inception) to December 31, 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 December 31, 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 SHEET

        
   
 December 31, 2005
 
CURRENT ASSETS
       
Cash
    
22,685
 
Total Current Assets
    
22,685
 
         
PROPERTY AND EQUIPMENT - net of accumulated
        
Depreciation
    
179,005
 
         
OTHER ASSETS
        
Accounts receivable - affiliates
    
156,341
 
Oil leases
    
67,913
 
Available for sale securities
    
2,428
 
Land - Canada
    
89,845
 
     
316,527
 
 
        
Total Assets
    
518,217
 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
        
         
CURRENT LIABILITIES
        
Accounts payable
    
138,354
 
Accounts payable - related parties
    
397,893
 
Total Current Liabilities
    
536,247
 
         
STOCKHOLDERS' EQUITY
        
Common stock
        
400,000,000 shares authorized, at $.001 par value; 92,625,212 issued and outstanding
    
92,625
 
Capital in excess of par value
    
10,983,235
 
Less stock subscriptions receivable
    
(2,427,000
)
Deficit accumulated during the development stage
    
(8,666,890
)
Total Stockholders' Equity
    
(18,030
)
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    
518,217
 


 
 
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)
 
   
 2005
  
2004
  
2005
  
2004
  
to Dec. 31, 2005
  
                        
REVENUES
                       
Other non-operating income
  
$
1,287
  
$
1,120
  
$
3,784
  
$
11,067
  
$
366,728
  
                                 
EXPENSES
                                
Exploration, development and administrative
    
41,175
   
321,142
   
195,374
   
491,652
   
10,064,506
 
Depreciation
    
6,000
   
6,000
   
12,000
   
12,000
   
154,102
 
 
                                
Total operating expenses
   
47,175
   
327,142
   
207,374
   
503,652
   
10,218,608
 
 
                                
NET (LOSS) - before other income (expense)
    
(45,888
)
  
(326,022
)
  
(203,590
)
  
(492,585
)
  
(9,851,880
)
                                 
Gain on sale of assets
    
-
   
-
   
40,993
   
-
   
1,329,316
 
Interest expense
    
(2,697
)
  
-
   
(20,525
)
  
-
   
(2,697
)
Loss on land reposession
    
-
   
-
   
(1,744
)
  
-
   
-
 
                                 
NET (LOSS)
    
(48,585
)
  
(326,022
)
  
(184,866
)
  
(492,585
)
  
(8,525,261
)
                                 
Basic net (loss) per common share
  
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.01
)