<SUBMISSION>

10QSB 1 apq201.htm 2ND QUARTER FINANCIALS <SUBMISSION>

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934. For the six months period ended June 30, 2001.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________

TO ____________________.

Apex Capital Group, Inc.

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(Name of Small Business Issuer as specified in its charter)

NEVADA 000-27001 91-1939535

------ ------- ----------

(State or other jurisdiction of SEC File (I.R.S. incorporation or

organization) Number Employer I.D. No.)

83-888 Ave. 51

Coachella, CA 92236

---------------------------

(Address of Principal Executive Office)

Issuer's Telephone Number, including Area Code: (760) 398-9700

Indicate by check mark whether the Registrant (i) 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 (of for such shorter period

that the Registrant was required to file such reports) and (ii) has been

subject to such filing requirements for the past 90 days.

Yes X No

Indicate the number of shares outstanding of each of the issuer's

classes of Common Stock, as of the latest practicable date.

Common Stock $0.001 par value 1,004,520

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No Exhibits Included.

General

The condensed consolidated financial statements of Apex Capital Group,

Inc. included herein, have been prepared without audit pursuant to the

rules and regulations of the Securities and Exchange Commission. Although

certain information normally included in financial statements prepared

in accordance with generally accepted accounting principles has been

condensed or omitted, Apex Capital Group, Inc.'s management believes

that the disclosures are adequate to make the information presented not

misleading. The condensed financial statements for the six months

ended June 30, 2001 should be read in conjunction with the financial

statements and notes thereto included in this report and Apex Capital

Group, Inc.'s Form 10-KSB with attached financials of 12-31-2000.

The condensed financial statements included herein reflect all normal

recurring adjustments that, in the opinion of management, are necessary

for a fair presentation. The result for the interim period are not

necessarily indicative of trends or results to be expected for a full

year.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL CONDITION

The Company has not commenced operations and has no working capital.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the

Registrant has caused this Registration Statement to be signed on its behalf

by the undersigned, thereunto duly authorized.

Apex Capital Group, Inc.

Date: 1/18,2002 By: /s/ Dempsey K. Mork

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Dempsey K. Mork, Director

and President

APEX CAPITAL GROUP, INC.

BALANCE SHEETS

June 30, 2001 and December 31, 2000

6/30 12/31

2001 2000

------ ------

ASSETS

CURRENT ASSETS

Cash in Bank 555 555

PROPERTY AND EQUIPMENT -0- -0-

OTHER ASSETS -0- -0-

------ ------

TOTAL ASSETS 555 555

====== ======

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES -0- -0-

LONG TERM LIABILITIES/

NOTES PAYABLE RELATED PARTY 50,000 (4) 50,000 (4)

------ ------

TOTAL LIABILITIES 50,000 50,000

------ -----

SHAREHOLDERS' EQUITY

COMMON STOCK 701 701

RETAINED EARNINGS (50,146) (50,146)

------ ------

TOTAL SHAREHOLDERS' EQUITY

(49,445) (49,445)

------ ------

TOTAL LIABILITIES AND

SHAREHOLDERS' EQUITY 555 555

====== ======

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

-2-

APEX CAPITAL GROUP, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

For the three and six months ended 6/30/2001 and 6/30/2000

3 Months 3 Months 6 Months 6 Months

6/30/01 6/30/00 6/30/01 6/30/00

------ ------- ------- -------

REVENUES -0- -0- -0- -0-

EXPENSES

Administrative Support -0- -0- -0- 10,000

Office Expense -0- -0- -0- 130

------ ------ ------ ------

INCOME BEFORE INCOME TAXES -0- -0- -0- (10,130)

INCOME TAXES -0- -0- -0- -0-

------ ------ ------ ------

NET INCOME -0- -0- -0- (10,130)

------- ------ ------ ------

BEGINNING RETAINED EARNINGS/

Deficit (50,146) (40,016) (50.146) (40,016)

DIVIDENDS -0- -0- -0- -0-

------ ------ ------- ------

ENDING RETAINED EARNINGS (50,146) (50,146) (50,146) (50,146)

======== ======= ======= ======

The accompanying notes are an integral part of these financial statements

-3-

APEX CAPITAL GROUP, INC.

STATEMENTS OF CASH FLOWS

For the three months and six months ended 6/30/2001 and 6/30/2000

3 months 3 months 6 Months 6 Months

6/30/01 6/30/00 6/30/01 6/30/00

------ ------ ------ ------

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME -0- -0- -0- (10,130)

ADJUSTMENTS TO RECONCILE NET INCOME

TO NET CASH PROVIDED BY OPERATING

ACTIVITIES/INCREASE IN LIABILITIES -0- -0- -0- 10,000

------ ------ ------- ------

NET CASH PROVIDED (USED) BY

OPERATING ACTIVITIES -0- -0- -0- (130)

CASH FLOWS FROM INVESTING ACTIVITIES

-0- -0- -0- -0-

CASH FLOWS FROM FINANCING ACTIVITIES

ISSUE CAPITAL STOCK -0- -0- -0- -0-

------ ------ ------ ------

NET INCREASE (DECREASE) IN CASH -0- -0- -0- (130)

------ ------ ------ ------

CASH AT BEGINNING OF YEAR 555 555 555 685

------ ------ ------ ------

CASH AT END OF YEAR 555 555 555 555

====== ====== ====== ======

SUPPLEMENTAL DISCLOSURES

INTEREST PAID -0- -0- -0- -0-

INCOME TAXES PAID -0- -0- -0- -0-

The accompanying notes are an integral part of these financial statements

-4-

APEX CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Apex Capital Group, Inc. was organized under the laws of the State of Nevada

on January 25, 1996 under the name of Pinnacle Management Group, Inc. On

February 6, 1996 the articles were amended to record its new name Apex

Capital Group, Inc. The Company was incorporated primarily to engage in any

lawful activity.

NOTE 2 STOCK TRANSACTIONS

The Articles of Incorporation initially authorized the Company to issue up to

60,000 shares of stock as follows: 50,000 shares common stock at a par value

of $.001; and 10,000 shares of preferred stock at a par value of $.001.

On March 16, 1996, 16,001 shares were issued to individuals in return for

services rendered.

On October 6, 1998, the Articles of Incorporation were amended to authorize

the Company to issue 100,000,000 shares of stock as follows: 99,990,000

shares of common stock at a par value of $.001; and 10,000 shares of

preferred stock at a par value of $.001.

On October 15, 1998, the Board of Directors issued a 20 to 1 forward split of

its capital stock shares. 16,001 outstanding became (16,001 X 20) 320,020.

On December 15, 1998, the Board of Directors agreed to sell up to 700,000

shares of its common stock at the stated par value of $.001. (684,500 was sold)

As of June 30, 2000, the Company had issued a total of 1,004,520

shares of common stock.

NOTE 3 RELATED PARTY TRANSACTIONS

On March 16, 1996, shares of capital stock were issued to individuals in

return for services rendered. These individuals include officers of the

corporation.

NOTE 4 CONVERTIBLE NOTES PAYABLE $50,000 (12/31/2000)

The company has issued a $10,000 negotiable note to its Board Chairman

for each of the five years, (1996-2000), for services rendered. The

notes are negotiable and convertible at a rate of $.05 per share, at the

option of the holder.