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, 2006

(  )
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.)
   
610-800 West Pender Street, Vancouver, B.C.
V6C 2V6
(Address of principal executive offices)
(Zip Code)
   

(604) 669-2723
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 May 15, 2006.



 
 
 
INDEX


   
Page
Number
PART I.
  
3
   
 
ITEM 1.
Financial Statements (unaudited)
3
   
 
 
Balance Sheet as of March 31, 2006 and June 30, 2005
4
   
 
 
Statements of Operations for the Three Months and Nine Months Ended March 31, 2006 and 2005 and the Period from inception (January 27, 1984) to March 31, 2006
5
     
 
Statement of Cash Flows for the Nine Months ended March 31, 2006 and 2004 and the Period from Inception (January 27, 1984) to March 31, 2006
6
     
 
Notes to Financial Statements
7
     
ITEM 2.
Managements’ Discussion and Analysis of Financial Condition and Results of Operations
12
     
ITEM 3.
Controls and Procedures
17
     
PART II
  
18
     
ITEM 6.
Exhibits
18
     
 
Signatures
18



 
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 March 31, 2006 and June 30, 2005, the statements of operations for the three and nine months ended March 31, 2006 and 2005 and the period from inception (January 27, 1984) to March 31, 2006 and statements of cash flows for the nine months ended March 31, 2006 and 2005 and the period from inception (January 27, 1984) to March 31, 2006, 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, 2006, 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

   
March 31,
2006
  
June 30,
2005
  
CURRENT ASSETS
          
Cash
    
21,529
    
18,507
  
Total Current Assets
    
21,529
    
18,507
  
               
PROPERTY AND EQUIPMENT - net of accumulated depreciation
    
175,839
    
191,005
  
               
OTHER ASSETS
              
Accounts receivable - affiliates
    
156,429
    
156,072
  
Oil leases
    
67,913
    
67,913
  
Available for sale securities
    
2,428
    
2,428
  
Land
   
-
    
83,600
  
Land - Canada
    
89,845
    
222,234
  
     
316,615
    
532,247
  
               
Total Assets
    
513,983
    
741,759
  
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
              
               
CURRENT LIABILITIES
              
Accounts payable
    
60,781
    
36,766
  
Note Payable - Land
    
-
    
214,118
  
Accounts payable - related parties
    
520,810
    
323,604
  
 Total Current Liabilities
    
581,591
    
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
    
(8,716,468
)
  
(8,481,589
)
 Total Stockholders' Equity
    
(67,608
)
  
167,271
  
               
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    
513,983
    
741,759
  

 
See accompanying notes to the financial statements

 
4
 

APEX RESOURCES GROUP, INC.
(DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

   
3 months ended March 31,
  
9 months ended March 31
  
Jan. 27, 1984 (date of inception of development stage) to
  
   
2006
  
2005
  
2006
  
2005
  
March 2006
  
REVENUES
                      
Other non-operating income
  
$
1,299
  
$
1,234
  
$
5,083
  
$
12,301
  
$
368,027
  
                                 
EXPENSES
                                
Exploration, development and administrative - Note 6
    
42,877
    
172,773
    
238,686
    
664,425
    
10,264,433
  
Depreciation
    
6,000
    
6,000
    
18,000
    
18,000
    
166,102
  
 
                                
Total operating expenses
   
48,877
    
178,773
    
256,686
    
682,425
    
10,430,535
  
                                 
NET (LOSS) - before other income (expense)
    
(47,578
)
  
(177,539
)
  
(251,603
)
  
(670,124
)
  
(10,062,508
)
                                 
 Gain on sale of assets
    
-
    
-
    
39,249
    
-
    
1,368,565
  
 Interest expense
    
(2,000
)
  
-
    
(22,525
)
  
-
    
(22,525
)
                                 
NET (LOSS)
    
(49,578
)
  
(177,539
)
  
(234,879
)
  
(670,124