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: March 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; 91,585,212 shares outstanding as of March 31, 2005.




INDEX


   
Page Number
PART I.
    
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheets
 
 
March 31, 2005 and June 30, 2004
4
 
 
  
 
Statements of Operations
  
 
Three months and nine months ended March 31, 2005 and 2004 and the period January 27, 1984 to March 31, 2005
5
     
 
Statement of Changes in Stockholders’ Equity
  
 
Period from January 27, 1984 to March 31, 2005
6
     
 
Statements of Cash Flows
  
 
Nine months ended March 31, 2005 and 2004 and the period January 27, 1984 to March 31, 2005
8
     
 
Notes to Financial Statements
10
     
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
15
     
ITEM 3.
Controls and Procedures
20
     
PART II
    
     
ITEM 2.
Changes in Securities
21
     
ITEM 6.
Exhibits
22
     
 
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 December 31, 2004 and March 31, 2005, the statements of operations for the three and nine months ended March 31, 2005 and 2004 and the period January 27, 1984 (date of inception) to March 31, 2005 and cash flows for the nine months ended March 31, 2005 and 2004 and the period January 27, 1984 (date of inception) to March 31, 2005 and the statement of stockholders’ equity for the period from January 27, 1984 to March 31, 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 March 31, 2005, are not necessarily indicative of the results that can be expected for the year ending June 30, 2005.

3

APEX RESOURCES GROUP, INC.
(Development Stage Company)
BALANCE SHEETS
March 31, 2005 and June 30, 2004
 
       
(unaudited)
 
ASSETS
  
   
Mar 31, 2005
  
Jun 30,2004 
  
CURRENT ASSETS
          
Cash
 
$
21,961
  
$
14,741
  
Total Current Assets
    
21,961
    
14,741
 
               
PROPERTY AND EQUIPMENT - net of accumulated
              
depreciation
   
183,255
   
197,538
 
               
OTHER ASSETS
              
Accounts receivable - affiliates
   
146,072
   
148,932
 
Oil leases
   
67,913
   
67,913
 
Land
   
305,834
   
83,600
 
Available-for-sale securities
   
2,428
   
2,628
 
     
522,247
   
303,073
 
               
   
$
727,463
 
$
515,352
  
 
              
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES
              
Notes payable - land
  
$
208,463
  
$
71,183
  
Accounts payable
   
37,786
   
42,526
 
Accounts payable - related parties
   
349,122
   
84,000
 
Total Current Liabilities
    
595,371
   
197,709
 
               
STOCKHOLDERS' EQUITY
              
Common stock
              
400,000,000 shares authorized, at $.001 par value;
              
91,585,212 issued and outstanding
   
91,585
   
58,264
 
Capital in excess of par value
    
10,880,275
   
8,002,023
 
Less stock subscriptions receivable
    
(2,427,000
)
  
-
 
Deficit accumulated during the development stage
    
(8,412,768
)
  
(7,742,644
)
Total Stockholders' Equity
   
132,092
   
317,643
 
               
   
$
727,463
 
$
515,352
 


The accompanying notes are an integral part of these financial statements.

4

APEX RESOURCES GROUP, INC.
(Development Stage Company)
STATEMENT OF OPERATIONS - unaudited
For the Three and Nine Months Ended March 31, 2005 and 2004 and the
Period January 27, 1984 (date of inception) to March 31, 2005
 


   
Three Months
  
Nine Months
      
   
Mar 2005
  
Mar 2004
  
Mar 2005
  
Mar 2004
  
Jan 27, 1984 to Mar 31, 2005
  
REVENUES
                      
                       
Rents and interest
  
$
1,234
  
$
1,128
  
$
12,301
  
$
3,917
  
$
362,998
  
 
                                
EXPENSES
                                
Exploration, development and promotion
    
172,773
    
81,003
    
664,425
    
294,009
    
9,987,135
  
Depreciation
    
6,000
    
7,000
    
18,000
    
21,000
    
113,386
  
     
178,773
    
88,003
    
682,425
    
315,009
    
10,100,521
  
                                 
NET LOSS - before other income
    
(177,539
)
  
(86,875
)
  
(670,124
)
  
(311,092
)
  
(9,737,523
)
                                 
Gain on sale of assets
    
-
    
-
    
-
    
-
    
1,324,755
  
                                 
                                 
NET LOSS
  
$
(177,539
)
$
(86,875
)
$
(670,124
)
$
(311,092
)
$
(8,412,768
)