10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-QSB

(Mark One)

x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter ended March 31, 2008

or

¨ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

000-13118

(Commission File No.)

Amerex Group, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	20-4898182
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1105 N. Peoria Avenue, Tulsa, OK 74106

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code (918) 858-1050

Check 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), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    YES  ¨    NO  x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of last practicable date.

Class	Outstanding at  May 18, 2008
Common Stock, $.001 par value	14,067,183

Transitional Small Business Disclosure Format (check one):    YES  ¨    NO  x

INDEX

	Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at March 31, 2008 and December 31, 2007 (unaudited)	3
Condensed Consolidated Statements of Operations for the three  months ended March 31, 2008 and the three months  ended March 31, 2007 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and the three months ended March 31, 2007 (unaudited)	5
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Controls and Procedures	19
PART II. OTHER INFORMATION
Item 2. Changes in Securities	19
Item 3.  Defaults Upon Senior Securities	19
Item 5. Other Information	20
Item 6. Exhibits and Reports on Form 8-K	20
SIGNATURE PAGE	24

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

AMEREX GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

	March 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	67,130		$	19,588
Accounts receivable, trade, net of an allowance for doubtful accounts of $15,000 at March 31, 2008 and December 31, 2007		1,977,922			2,262,396
Other current assets		752,630			506,197
TOTAL CURRENT ASSETS		2,797,682			2,788,181
PROPERTY, PLANT AND EQUIPMENT, at cost		3,964,642			3,963,844
Less accumulated depreciation and amortization		(708,774	)		(629,382	)
NET PROPERTY, PLANT AND EQUIPMENT		3,255,868			3,334,462
Other assets		672,555			686,595
TOTAL ASSETS	$	6,726,105		$	6,809,238
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,238,341		$	2,476,282
Accrued expenses		1,453,751			1,089,133
Current portion of long term debt		2,795,221			2,230,000
Accrued acquisition liability		268,975			265,000
Obligations to issue equity instruments		159,408			265,680
TOTAL CURRENT LIABILITIES		6,915,696			6,326,095
Long term debt, net of debt discount		7,428,310			7,471,592
TOTAL LIABILITIES		14,344,006			13,797,687
Redeemable common stock, 500,000 shares		735,000			700,000
COMMITMENTS & CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock - $.001 Par Value, 100,000,000
Shares authorized, 14,067,183 and 15,709,683 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively, including redeemable common stock		13,567			15,210
Additional paid-in capital		6,063,580			5,532,827
Accumulated deficit		(14,430,048	)		(13,236,486	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(8,352,901	)		(7,688,449	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	6,726,105		$	6,809,238

See Accompanying Notes

Page 3 of 24

ITEM 1. Financial Statements (cont.)

AMEREX GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended March 31,
	2008			2007
Revenue	$	1,607,422		$	2,147,872
Operating Expenses:
Cost of services provided		1,139,901			1,285,254
Non cash compensation		362,673			0
Selling, general and administrative		670,049			645,903
Professional fees		151,294			78,143
Depreciation		79,391			82,305
Amortization		9,041			9,041
Operating Income (Loss)		(804,927	)		47,226
Other Income (Expense)
Interest expense		(404,513	)		(187,631	)
Amortization of debt discount		(177,631	)		(585,000	)
Amortization of capitalized financing fees		0			(200,099	)
Financing penalty fees		0			(295,800	)
Remeasurement of obligations to issue equity instruments		106,272			0
Other income		87,237			22
Loss From Continuing Operations		(1,193,562	)		(1,221,282	)
Loss From Discontinued Operations		0			(93,711	)
Net Loss	$	(1,193,562	)	$	(1,314,993	)
LOSS PER SHARE
Basic and Diluted	$	(0.08	)	$	(0.07	)
Weighted average number of common shares outstanding:
Basic and Diluted		14,988,337			18,773,595

See Accompanying Notes

Page 4 of 24

ITEM 1. Financial Statements (cont.)

AMEREX GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31
	2008		2007
Cash Flows From Operating Activities
Net Loss	$	(1,193,562)	$	(1,314,993)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Loss on discontinued operations		0		93,711
Depreciation and amortization		88,432		291,445
Amortization of debt discount		177,631		585,000
Noncash compensation		362,673		0
Changes in:
Accounts receivable		284,474		694,524
Other current assets		(79,996)		114,473
Other assets		4,999		0
Accounts payable		(237,941)		(165,748)
Accrued current liabilities		337,542		(50,289)
Net cash provided by (used in) operating activities		(255,748)		248,123
Cash flows from Investing Activities
Acquisition of property, plant and equipment		(797)		(17,750)
Disposal of property, plant and equipment		0		9,957
Restricted cash		0		15,000
Net cash provided by (used in) investing activities		(797)		7,207
Cash flows from Investing Activities
Borrowings on Debt		304,087		0
Repayment of Debt		0		(115,600)
Net cash provided by (used in) financing activities		304,087		(115,600)
Net increase in cash and cash equivalents		47,542		139,730
Cash and cash equivalents at beginning of period		19,588		60,267
Cash and cash equivalents at end of period	$	67,130	$	199,997
Supplemental disclosures - cash paid for:
Interest	$	105,960	$	258,785
Income taxes	$	0	$	—

See Accompanying Notes

Page 5 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position of Amerex Group, Inc. and its wholly-owned subsidiary,  AMEREX Companies, Inc. (“Amerex”), and its wholly-owned subsidiary, Waste Express, Inc.,  (collectively, the “Company”) at March 31, 2008 and the results of its (i) operations for the three months ended March 31, 2008 and 2007 and (ii) cash flows for the three months ended March 31, 2008 and 2007. The financial information included herein is taken from the books and records of the Company and is unaudited.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-KSB made to date in 2008.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company incurred a net loss of $7,114,098 during the year ended December 31, 2007, a net loss for the three months ended March 31, 2008 of $1,193,562 and further losses are anticipated.  As of March 31, 2008, the Company had a working capital deficiency of $4,118,014 and stockholders’ deficit of $8,352,901.   Furthermore, the Company has experienced cash flow difficulties, and is currently in default according to the terms of its note agreements, which causes the balances to become due on demand.  The Company does not currently have alternate sources of capital sufficient to meet such demands, if made.    These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The Company is currently pursuing various alternatives to obtain additional funding to repay short-term liabilities, including mortgaging and selling assets, and management is taking steps to increase revenues, minimize costs and achieve profitable operations.

2. Line of credit. On August 31, 2006, the Company entered into an agreement with CAMOFI Master LDC for a line of credit with a maximum borrowing equal to the lesser of $1.5 million or 80% of account receivable aged less than 90 days in consideration for the issuance to CAMOFI Master LDC of a five-year warrant to purchase 750,000 shares of our common stock at an exercise price of $0.01 per share. This line of credit is secured by our accounts receivable. Borrowings under this line of credit bear interest at prime plus 4%.The credit facility agreement contains debt covenants similar to those contained in the Senior Secured Convertible Notes Agreement.  An agreement was executed with CAMOFI in December 2007 that extended the maturity date of the line of credit to November 10, 2010.  

3.   Long Term Debt CAMOFI Notes The Company entered into 10% Senior Secured Convertible Notes (the “Notes”) dated November 21, 2005 with CAMOFI MASTER LDC and a limited number of Qualified Institutional Investors.  Interest is payable monthly in arrears, in cash or, at the option of the Company and subject to certain conditions being met, in registered common stock.  The Notes are collateralized by a first lien on all current and future assets of the Company and its current and future subsidiaries.  The Notes are guaranteed by the current and future subsidiaries of the Company.  The agreement requires the Company to comply with certain nonfinancial covenants, including restricting the payment of dividends.   The stated principal of the Notes was $6,000,000, which was increased to $6,800,000 on February 23, 2006.  However, the original agreement provided for repayment of the principal according to the following premiums and schedule:  102% of principal for monthly principal repayments of 1/60 of stated principal beginning September 2006, 110% of optional principal prepayments prior to November 21, 2006, 112.5% of optional principal prepayments November 21, 2006 through April 20, 2007, 115% of any principal prepayments thereafter including the required repayment at November 21, 2007 maturity.  The effect of the premiums increases the effective interest paid on the amounts borrowed.  The Convertible Notes are stated at the amount due  with the debt discount being amortized by the interest method and adjusted over time to equate the amount initially borrowed to the amount scheduled to be repaid.

Page 6 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

The Notes are convertible at any time into common stock at a fixed conversion price. The fixed conversion price to convert the debt to equity is set at $0.50 per share, subject to downward adjustment for any subsequent equity transactions at prices less than $0.50 per share.  In connection with the issuance of the Notes, the holders of the Notes were issued five-year warrantsto purchase 2,000,000 shares of common stock at an exercise price of $0.01 per share.  The warrants are exercisable on a cashless basis and include certain anti-dilution provisions.  When the Notes were amended to increase the outstanding principal to $6,800,000, the number of warrants issued was increased to 2,266,667.

In accordance with EITF Issue No. 98-5 and No. 00-27, the $6 million proceeds received were allocated to the Notes and warrants based on their estimated fair values, resulting in the recording of a debt discount. The allocated value of the warrants, which was $980,834, resulted in recording of a debt discount and a liability to issue equity instruments.  The additional warrants issued in February 2006 increased this value by $130,778.  The determination of the fair value assumed exercise at the end of 5 years and 17.44% stock price volatility.  Since the Notes possess a beneficial conversion feature, an additional debt discount and increase to additional paid-in capital of $980,834 at November 2005 and $130,778 at February 2006 were recorded based on the intrinsic value of the conversion feature.  Since the shares of the Company’s common stock were not readily convertible to cash at December 31,  2006, neither the warrants nor beneficial conversion feature were subject to SFAS 133 derivative accounting through December 31, 2006.  Due to the liquidated damages discussed in the following paragraph, the warrants were recorded as a liability through December 31, 2006 based on the guidance in EITF 00-19.

In December 2006, the FASB issued Staff Position FSP EITF 00-19-2, “Accounting for Registration Payment Arrangements”.  This pronouncement was adopted by the Company effective January 1, 2007, which resulted in the reclassification of these warrants, valued at $1,479,000 at January 1, 2007, from liabilities to equity.

A separate agreement with holders of the Notes provided that the Company would pay liquidated damages to the holders of the Notes if a registration statement was not filed and declared effective by certain dates in 2006.  In 2006, the Company agreed to issue 984,000 shares of common stock to the holders of the Notes to settle such damages, assuming the registration statement was effective by October 30, 2006.  We recorded the estimated fair value of these shares of $1,971,987 as a liability and nonoperating expense as of December 31, 2006.  This obligation was adjusted to its estimated fair value of $265,680 as of December 31, 2007.  Holders of the Notes are entitled to additional liquidated damages for delays in the effectiveness of the registration statement to register the warrants and conversion shares beyond October 30, 2006.   Additional liquidated damages continued to accrue through December 31, 2007, which were settled as discussed below.

On February 23, 2006, the 10% Senior Secured Convertible Notes Agreement was amended and restated.  In connection therewith, the aggregate outstanding principal balance of the Notes increased by $800,000 to $6,800,000 and additional five-year warrants for the purchase of 266,667 shares of common stock were issued.  The warrants were valued at $130,778 and the intrinsic value of the Notes’ beneficial conversion feature was $130,778.  The percentages and timing of premiums on principal repayment as originally stated were not changed.  The Company’s amortization of debt discounts was adjusted accordingly.

On December 19, 2007, the Company executed an agreement with CAMOFI to modify the terms of the notes payable to CAMOFI.  The agreement specifies, among other things, that a new note payable in the amount of $2,027,123 would be issued to CAMOFI for registration rights penalties and accrued interest.  The new agreement requires monthly payment of interest of 10% cash beginning April 1, 2008 and 2% increase in notes payable.  Principal payments are $250,000 beginning August 1, 2008, with the remaining balance due November 10, 2010.  The agreement also provided for the issuance of 561,087 shares of common stock to CAMOFI.  The issuance of the stock has been recorded at its estimated fair value of $156,543 at December 19, 2007, and resulted in a beneficial conversion feature with an intrinsic value of $156,543, which was recorded consistent with the preceding discussion.  The agreement also extended the exercise period for the warrants for an additional five years, and required the Company to raise additional equity by March 31, 2008.  The documents effectuating the modification described in the Letter of Intent were executed and delivered by the Company and dated as of December 31, 2007.   The Company was in violation of the covenant regarding additional equity and certain other covenants as of April 1, 2008.  As such, the Company is in default of its Notes agreement and no waiver has yet been obtained from the lender.

Page 7 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

Upon a default, the holder of our Senior Secured Convertible Notes has the right to take sole control of the lockbox and all deposits then in the lockbox account or thereafter deposited into the lockbox account.  CAMOFI has taken sole control of the lockbox and all deposits in the lockbox account and being deposited from customers into the lockbox account.

As of May 2008, as a result of decreased revenue and subsequent billings during the current period, we were in an overdrawn position with respect to the August 31, 2006 Line of Credit agreement with CAMOFI.  Cash arriving into the lockbox will be used to pay down the Line of Credit.  The Company engaged Glenwood Capital to assist in the cash management of the Company. Until such time that the borrowing base becomes sufficient to permit additional borrowing under the Line of Credit, we will be periodically requesting additional funds from CAMOFI to satisfy ongoing capital requirements.

POOF Note Payable and Related Redeemable Common Stock

On August 14, 2007, the Company entered into a loan with Professional Offshore Opportunity Fund, Ltd. (“POOF”), for $750,000.  The financing was used to fulfill vendor and other obligations.  The note was originally structured to require monthly installments commencing on September 14, 2007 and on the 10th day of each month thereafter through February 10, 2008.  The loan bears interest at 5% per annum and is payable in cash or with shares of Company common stock discounted at 30% from the average bid price for the five days preceding the installment.  The Company was also obligated to pay a monthly utilization fee of 10% of the monthly installment.  The Company did not make the scheduled payments on the POOF loan, and verbally agreed to monthly extensions of the amount due.

The Company also issued 500,000 shares of common stock to POOF in connection with this loan.  The Company has agreed to register the shares for sale or to repurchase them at specified amounts and times.  If the shares were not registered by January 15, 2008, the Company was obligated to repurchase the shares for $700,000.  If the Company does not pay the amounts due, the Company’s obligation to repurchase the shares will bear interest at 2% per month.  In accordance with EITF Topic D-98, since the redemption feature is not entirely within the Company’s control, the redeemable common stock is presented as temporary equity at December 31, 2007 and has been recorded at its redemption value, considering that it was probable at that date that the shares would not be registered by January 15, 2008, which did not happen.

The $750,000 loan was initially recorded as $300,000 of notes payable (net of debt discount) and $450,000 as redeemable common stock, based on the estimated fair values of the note and common stock.  The redeemable common stock has been adjusted to its expected redemption value plus accrued interest.

The POOF note payable is secured by shares of the Company’s common stock pledged by Ron Brewer and Richard Coody, former officers and directors of the Company.  Each pledged 1,450,000 shares of stock.  POOF can exercise its rights by selling the shares to apply against the Company’s obligations to POOF.  POOF also has the right to sell the shares directly in the absence of a default.  The pledge is without recourse to the Company.  The Company has agreed to pay Mr. Coody and Mr. Brewer amounts equal to 22% of the proceeds of any of their shares of common stock sold by POOF under the pledge.  The funds would be retained in escrow and paid in 2009.

4. Loss per share.:  Loss per share is presented in accordance with SFAS No. 128 “Earnings Per Share”.   Weighted average shares outstanding for the quarter ended March 31, 2007 were 18,773,595.  Weighted average shares outstanding for the quarter ended March 31, 2008 were 14,988,337 and reflect the issuance of shares during the three months ended March 31, 2008 to consultants and the retirement of 3,000,000 shares returned by Mr. Ron Brewer.       No outstanding stock obligations or warrants represent dilutive potential common shares for the quarters ended March 31, 2008 and 2007.  As ofMarch 31, 2008 and 2007, the Company had outstanding common stock warrants to issue  5,766,667 shares of common stock and had committed to issue 984,000 shares of common stock to a lender (see Note 3).  Mr. Onody, our Chief Operating Officer, was issued options to purchase 350,000 shares in June 2007 and September 2007.  On November 13, 2007, the Board of Directors consented to the issuance of 160,000 shares of common stock to Craig McMahon, our Vice President of Operations, 60,000 shares of common stock to Paul Koons, our Manager of Emergency Response Services, 80,000 shares of common stock to Greg Gadbois, the manager of our Portland, Oregon office, and 92,000 shares of common stock, in the aggregate to 34 other employees. .  The Company issued 1,691,250 stock options to employees, directors and consultants in November 2007 and 1,195,000 stock options to employees, directors and consultants during first quarter 2008.   These securities were not included in the computation of diluted earnings per share since to do so would have been antidilutive for the periods presented.

Page 8 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

5.   Share-Based Compensation The Company records share-based payments to nonemployees based on the estimated value of those payments, generally measured at the date performance is complete and expensed over the performance period.

The Company records share-based payments to employees based on the estimated value of those payments, which are expensed over the requisite service periods.  The measurement date for share-based payments is the grant date for awards that qualify as equity and the settlement date for awards considered as liabilities.  

Prior to September 2005, the Company agreed to issue 12,755,000 shares of the Company’s common stock to three founding employees and 2,450,000 shares to a consultant for work performed in organizing the Company.  Since these individuals were legally entitled to receive the shares at that time as no further performance was required and since the Company was considered to have minimal value at the grant date, no compensation expense was recorded.  In 2006, the Company agreed to issue 375,000 shares of common stock to employees and 1,000,000 shares to nonemployees upon completion of a reverse merger with a public company.  All of these shares were issued during third quarter 2006. The estimated value of awards at the grant date for employees and at the date of completion of performance for nonemployees is being recorded to expense over the requisite service periods.

Mr. Onody assumed the position of Chief Operating Officer in June 2007.  As part of his initial four-month consulting agreement he was provided with options to purchase up to 100,000 shares.  On September 7, 2007, Mr. Onody was issued options to purchase 250,000 shares.  On January 28, 2008, Mr. Onody was issued options to purchase an additional 500,000 shares. Employees, directors and consultants were issued options to purchase 1,691,250 shares of common stock in November 2007 and options to purchase 695,000 shares of common stock in February 2008.

We entered into no other material consulting agreements during the three months ending March 31, 2008.

6. Acquisition of Pryor and Discontinued Operations:On February 1, 2006, the Company acquired certain fixed assets located in Pryor, Oklahoma from Kaiser Aluminum and Chemical Company for $700,000 plus related costs of $12,070.  Properties acquired contain asbestos, which the Company initially estimated the cost to remove to be $875,000, such estimate being recorded as an environmental remediation liability.  The total cost to remediate the asbestos was estimated to be $768,000 at March 31, 2006.  As part of the asset purchase agreement, the Company assumed all obligations for removing the asbestos within 18 months, and was required to provide an $800,000 letter of credit to the seller.  If the asbestos obligations have not been settled within the required period, the seller may draw upon the letter of credit for any costs incurred by the seller to complete the asbestos removal and any damages permitted to be recovered under the agreement.  The Company placed approximately $800,000 in a separate bank account as collateral to the bank issuing the letter of credit.  The $1,587,070 fixed asset cost was allocated to the individual assets based on their estimated fair values. The Company identified selected assets to sell, to which it assigned a cost of $656,062.  As a result of sales, this amount has been reduced to $260,280, which is presented as assets held for sale at December 31, 2006 and included in the Amerex segment. Since these assets are considered as a separate asset group to be disposed, they are classified as a discontinued operation. The Company sold all of these remaining assets during 2007. Net proceeds from the disposal of these assets are included in the caption “loss from discontinued operations”. The Company intends to convert the property to be retained into a licensed waste management facility.

Page 9 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

7. Related Party Transactions. During the year ended December 31, 2006, the Company recorded  $558,000 in consulting fees plus expenses as debt finance costs paid to this consulting company as well as $6,000 in rent and $15,000 in other consulting fees.  In 2007, we paid $3,000 to this consultant for rent.   During the year ended December 31, 2007, the Company paid consulting fees of $15,000 to a board member of the Company.  The Company incurred expenses of $4,143 for miscellaneous goods and services provided by a company partially owned by a director of the Company during the year ended December 31, 2007.   In August 2006 the Company entered into a month-to-month lease with Tulsa Equipment Sales, Inc. for use of a 25 ton crane in connection with the demolition and salvage of materials at our Pryor, OK facility. The cost per month is $5,000. One of the Company’s directors is an owner of Tulsa Equipment Sales Inc. During the three months ended March 31, 2007 the Company incurred expense of $15,000 under this lease. This lease was terminated in March of 2007.   During 2007, the Company agreed to issue 20,000 shares of common stock to a former director of the Company for consulting services rendered for a total value of $15,750.   In 2007, the Company entered agreements with Mr. Richard Coody, a former director, and Mr. Ron Brewer, a former director and officer, in which Mr. Coody and Mr. Brewer agreed to return 4,805,000 shares and 3,000,000 shares, respectively, of the Company’s stock which they owned to the Company in exchange for indemnification against any claims that may be brought against them in their prior roles with the Company.  Mr. Coody’s 4,805,000 shares were returned and retired in 2007, while Mr. Brewer’s shares were returned and canceled in February 2008.  Considering the nature of the transactions involving a nonreciprocal transfer of nonmonetary assets to owners, the Company determined that no income recognition was appropriate and to record the transfers based on the book value of the indemnification given, which resulted in no net entry apart from retirement of the stock against paid-in capital.   On August 2, 2007, the Company entered into agreements with Mr. Richard Coody and Mr. Ron Brewer in which they each agreed to pledge 1,450,000 shares of stock which they own to collateralize a $750,000 loan to the Company from POOF (see Note 3).  In addition to the pledge of the stock as collateral, Mr. Coody and Mr. Brewer agreed to pay the Company $850,000 each in exchange for a full release from any and all future claims the Company may have against them as a result of a dispute among the parties with regard to management of daily operations.  Messrs. Coody and Brewer will receive credit against their respective obligations to the Company for any shares of theirs that are sold under the pledge.  The Company has agreed to pay to Mr. Coody and Mr. Brewer amounts equal to 22% of the proceeds of any of their shares sold by POOF under the pledge.  The funds will be retained in an escrow account and disbursed during 2009.

8. Segment Reporting- The Company’s operating segments are defined as components for which separate financial information is available that is evaluated regularly by the chief operating decision maker.  The Company’s reportable segments consist of Waste Express and Amerex.  Amerex revenues for the three months ended March 31, 2008 consist primarily of waste management services similar to those performed by Waste Express.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.  The Company manages its business segments primarily based on earnings before income taxes.  Selected financial information for reportable segments for the three months ended March 31, 2008 is as follows:

Page 10 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

	Waste Express			Amerex			Eliminations			Consolidated
Revenues		302,110			1,305,312						1,607,422
Operating loss		(139,830	)		(665,097	)					(804,927	)
Other income		1,239			85,998						87,237
Interest expense, penalties
and amortization of debt
costs and debt discount		(2,736	)		(473,136	)					(475,872	)
Loss from continuing operations		(142,567	)		(1,050,995	)					(1,193,562	)
Income (loss) from discontinued operations		0			0						0
Net loss		(142,567	)		(1,050,995	)					(1,193,562	)
Segment assets		1,299,532			5,799,282			(372,709	)		6,726,105
Expenditures for acquisitions,		0			797						797
property and equipment

Selected financial information for reportable segments for the three months ended March 31, 2007 is as follows:

	Waste Express			Amerex			Eliminations			Consolidated
Revenues		604,918			1,542,954						2,147,872
Operating income (loss)		(81,184	)		128,410						47,226
Other income		0			23						23
Interest expense, penalties
and amortization of debt
costs and debt discount		0			(1,268,530	)					(1,268,530	)
Loss from continuing operations		(81,184	)		(1,140,098	)					(1,221,282	)
Income (loss) from discontinued operations		0			(93,711	)					(93,711	)
Net loss		(81,184	)		(1,233,809	)					(1,314,993	)
Segment assets		1,640,467			7,062,101			(288,725	)		8,413,843
Expenditures for acquisitions,		0			17,750						17,750
property and equipment

Page 11 of 24

AMEREX GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

9.

Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables with a variety of customers.  The Company generally does not require collateral related to receivables.  During the three months ended March 31, 2008, and the three months ended March 31, 2007, the Company had revenue from 3 customers comprising approximately 61% and 71% of total revenues, respectively.  At March 31, 2008 and December  31, 2007 accounts receivable from these customers comprised approximately 55% and 61% of total accounts receivable, respectively.

10.

Commitments and Contingencies: The Company is a party to various legal and regulatory proceedings arising in the ordinary course of its business, none of which, in management’s opinion, will result in judgments which would have a material adverse effect on the Company’s financial position. If the Company is unable to enter into a satisfactory arrangement with the Internal Revenue Service with regard to the Company’s failure to pay payroll taxes for the period  August 17, 2007 through December 31, 2007, the Internal Revenue Service may place a lien upon all of the assets of the Company.  The imposition of a lien against the Company’s assets may cause a default under the Company’s indebtedness, which could permit the Company’s lenders to demand immediate repayment.  The Company does not have sufficient funds and may not be able to obtain sufficient funds to repay all of its current indebtedness.  If the lenders demand immediate repayment and the Company is unable to repay the indebtedness, the lenders may enforce their lien against the assets and acquire ownership of the assets.  If the Internal Revenue Service imposes a lien and then enforces the lien, it may acquire ownership of the assets. In either case, the enforcement of a lien could have a material adverse affect on the Company’s business and may cause it to cease operations.

Page 12 of 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements:

All statements made in this report, other than statements of historical fact, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: our ability to successfully develop our brands and proprietary products through internal development, licensing and/or mergers and acquisitions. Additional factors include, but are not limited to the following: the size and growth of the market for our products, competition, pricing pressures, market acceptance of our products, the effect of economic conditions, intellectual property rights, the results of financing efforts, risks in product development, other risks identified in this report and our other periodic filings with the Securities and Exchange Commission.

Critical Accounting Policies

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates our estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

1.Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and services have been provided, the price is fixed and determinable, and collection is reasonably assured. The Company’s primary source of revenue is through the treatment and disposal of hazardous waste. Revenue for this service is recognized when the service has been provided.

2.Other intangibles

Other intangibles consist of permits acquired through acquisitions which are initially recorded based upon their estimated fair value, and permits obtained through operations which are stated at cost. Permit fair values are determined through the use of external independent appraisals. Permits are amortized on a straight line basis over their estimated useful lives, currently considered to be 10 years. The Company tests the intangibles for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

3.Share-based compensation and multiple element transactions

The Company records share-based payments to nonemployees based on the estimated value of those payments, generally measured at the date performance is complete and expensed over the performance period. The Company records share-based payments to employees based on the estimated value of those payments, which are expensed over the requisite service periods. The measurement date for share-based payments to employees is the grant date for awards that qualify as equity and the settlement date for awards considered as liabilities. The estimated value of share-based payments for options, warrants and similar obligations is determined using a Black-Scholes model and assumptions regarding stock price volatility, discount rate and exercise period.  A discount is applied to the values of stock not yet registered to account for the reduced value associated with the shares not being liquid and readily saleable.  The discount to be applied to stock not yet registered is determined based on internal analyses and the results of the external valuation analysis discussed in the following paragraph.

Page 13 of 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont.)

The Company engaged a third-party valuation expert to provide an opinion as to the fair value, as of August 14, 2007, of 500,000 unregistered shares (the “Shares”) of Amerex Group, Inc. (the “Company”) issued to a single investor in connection with a $750,000 loan to the Company by the investor (the “POOF Loan”).  The purpose of this opinion is to determine the appropriate amount of debt discount to apply to the Note evidencing such loan.  The third party expert utilized the valuation guidelines provided by SFAS 157.  In accordance with SFAS 157, “fair value is the price that would be received to sell an asset…in an orderly transaction between market participants at the measurement date.”  The opinion of the third-party expert was thus applied to properly value this instrument.  However, as with many financial analyses, it is not unlikely that experts may differ on the specific methodologies applied and that these various methodologies may be populated with different assumptions by different experts, thereby making it likely that values reported by different evaluators utilizing different methodologies and different assumptions may yield different results.

4.Equity obligations

The Company has certain equity instruments and obligations to issue equity instruments which do not meet the accounting criteria to be recorded as equity, and therefore are recorded as liabilities and remeasured to their estimated fair values until such time that the obligation is settled or the accounting criteria for equity classification is met.  Such obligations are valued largely using the methods and assumptions described in the preceding paragraphs as applicable.

5.Accrued Liabilities and Contingencies

The Company accrues environmental remediation liabilities based on estimates of the associated costs, as supported by assessments by external firms and specialists as considered necessary.  The Company accrues liabilities and assesses the adequacy of disclosures for litigation, assessments and related matters with assistance from external attorneys to the extent considered necessary.  Other accruals and contingencies are evaluated by management for proper recording and disclosure, with external assistance obtained when considered necessary. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates our estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recently Issued Accounting Pronouncements:

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measures (SFAS 157). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current valuation and accounting practices. Effective January 1, 2008, the Company adopted SFAS 157 for financial assets and liabilities and any assets and liabilities that are carried at fair value on a recurring basis in the financial statements.  SFAS 157 implementation for other non-financial assets and liabilities has been deferred to fiscal years beginning after November 15, 2008.  Management is still assessing the effect, if any, adoption of SFAS157 will have on the Company’s financial position and results of operations in 2008.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including and amendment of FASB Statement No. 115 (“SFAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Although SFAS 159 is effective and was adopted by the Company as of January 1, 2008, management has not chosen to measure any new items at fair value besides those currently required to be measured at fair value under GAAP, and has no plans to do so at this time.  Therefore, SFAS 159 is not expected to have any impact on the Company’s financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited. The adoption of this standard will impact the accounting for any business combinations entered into by the Company after the adoption date.

Page 14 of 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont.)

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). This statement requires companies to provide enhanced disclosures about (a) how and why they use derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company will adopt the new disclosure requirements on or before the required effective date and thus will provide additional disclosures in its consolidated financial statements when adopted.

In April 2008, FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”) was issued. This standard amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company has not determined the impact on its financial statements of this accounting standard.

Basis of Presentation:

Our results of operations for the periods prior to our acquisition of Amerex Companies, Inc. are not material to the results of operations of AirGuide as we had been inactive for the 5 years prior to this acquisition. In addition, the acquisition of Amerex Companies, Inc. has been treated as a reverse acquisition for accounting purposes, and future filings with the SEC will reflect the historical financial statements of Amerex Companies, Inc. for periods prior to the acquisition.   Therefore, unless otherwise noted, consolidated financial information presented in this document are of Amerex Companies, Inc. for the pre-acquisition period.

The following is an overview of the Company's financial operations. Additional information regarding the matters presented is provided in the more detailed discussions that follow. We have also included information with respect to the three-month periods ending March 31, 2008 and 2007.  We have prepared these statements ourselves and they have not been audited by our independent auditors.

Results of Operations:

Three Months Ended March 31, 2008 Compared With Three Months Ended March 31, 2007

The following should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere herein. The following table sets forth, as a percentage of sales, certain items appearing in our condensed consolidated statements of operations.

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2007
Net Sales		100	%		100	%
Cost of Sales		71	%		60	%
Gross Profit		29	%		40	%
Selling, General, and Administrative Expense		42	%		30	%
Total Operating Expense		150	%		98	%
Income (Loss) from Operations		(50	) %		2	%
Other Income (Expense)		(24	) %		(59	) %
Loss from Continuing Operations		(74	) %		(57	) %

Page 15 of 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont.)

Revenues

Revenue for the quarter ended March 31, 2008, was $1,607,422 as compared to revenue of $2,147,872 for the three months ended March 31, 2007. This decrease was primarily due to a reduction in the services performed for the U.S. Department of Justice, Drug Enforcement Agency (“DEA”). For the three month period ending March 31, 2007, revenue from the DEA totaled $972,607 as compared with $518,783 for the comparable period ending March 31, 2008. Also contributing to the reduction was a decrease in revenue from the DEA subcontractors.

Cost of Services Provided

During the three month period ending March 31, 2007 our total cost of services was $1,139,901 or 71% of total revenues for a gross profit of $467,521 as compared to total cost of services provided of  $1,285,254 or 60% of total revenues for a gross profit of $862,618 or 40%  for the comparable three month period ending March 31, 2007.  The overall decrease in gross margin resulted primarily from an increase in labor and contract labor costs. While labor costs rose only $31,958 or 11% from $279,440 for the three month period ending March 31, 2007 to $311,398 for the comparable period ending March 31, 2008, this represented an increase of 49% as a percentage of revenue. For the period ending March 31, 2007 labor costs were 13% of revenue as compared to 19% of revenue for the period ending March 31, 2008. The reason for this increase was the rapid reduction in the revenue from the Drug Enforcement Agency. The Drug Enforcement Agency failed to provide us ample notification required to react quickly enough to the reduction in revenue. We have since made such adjustments and expect gross margin to rise. Travel costs also increased from $35,792 for the three month period ending March 31, 2007 to $52,414 for the comparable period ending March 31, 2008. The principal reason for the rise is the increased fuel costs. While most of our contracts contain surcharge provisions for fuel, some do not and others are based on fuel prices from earlier periods which means that we still absorb a portion of the increasing costs of diesel fuel.

SG&A

During the three month period ending March 31, 2008 our operating expenses (which includes non cash compensation, selling, general and administrative, professional fees, amortization and depreciation expenses) were $1,272,448 or 79% of revenue resulting in an operating loss of $804,927 as compared to operating expenses of $815,392 or 38% of revenue resulting in an operating income of $47,226 for the comparable three month period ending March 31, 2007 ..This increase was primarily as a result of increases in insurance costs and professional fees. Insurance costs increased by $29,701 or 19% from $155,829 for the period ending March 31, 2007 to $185,530 in the comparable period ending March 31, 2008. Professional fees rose $73,151 or 93% from $78,142 for the period ending March 31, 2007 to $151,294 in the comparable period ending March 31, 2008. These increases were partially offset by a decrease in labor expense of $23,710 or 9% from $250,310 for the period ending March 31, 2007 to $226,600 in the comparable period ending March 31, 2008 and a decrease in repair expenses of $22,535.

Non-Operating Expenses

During the three month period ending March 31, 2008, our net non-operating expenses were $388,635 resulting in a net loss from continuing operations of $(1,193,562),  as compared with $1,268,508 in net non-operating expenses and a net loss from continuing operations of $(1,221,282) for the three months ended March 31, 2007.  The decrease in the current year period was due to the completion of the amortization of financing fees which were $200,099 for the previous period ending March 31, 2007 and the absence of financing penalty fees which amounted to $295,800 for the previous period.

Loss from continuing operations for the three months ended March 31, 2008 was $(1,193,562) compared to $(1,221,282) in the prior year period.

Net loss was $(1,193,562) for the three months ended March 31, 2008, compared with a net loss of $(1,314,993) for the three months ended March 31, 2007. The Company realized a loss of $(93,711) in the three months ended March 31, 2007 resulting from expenses related to its discontinued operations.

Page 16 of 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont.)

Segment Results of Operations

The Company's operating segments are defined as components for which separate financial information is available that is evaluated regularly by the chief operating decision maker. The Company's reportable segments consist of Waste Express and Amerex. Amerex revenues for the three months ended March 31, 2008 consist primarily of waste management services similar to those performed by Waste Express. For the three months ended March 31, 2008, the Amerex segment reported a operating loss of $(665,096) as compared to the three months ended March 31, 2007 in which the Amerex segment reported an operating income of $128,410. During the three months ended March 31, 2008, the Waste Express segment recorded an operating loss of $(139,830) as compared to the three months ended March 31, 2007 in which the Waste Express segment reported an operating loss of $(81,184). The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies; however the majority of the Company's corporate expenses are included within the Amerex segment. These expenses include professional fees for legal, accounting and information systems consulting as well as insurance, administrative salaries, non cash compensation and benefits and rent and repairs of its corporate headquarters. In addition, the Amerex segment contains more depreciable assets than that of the Waste Express segment which results in increased depreciation expense for the Amerex segment compared to the Waste Express segment. Inclusion of these expenses within the Amerex segment reduces the profitability for that segment when compared to the Waste Express segment.

Financial Condition, Liquidity, and Capital Resources

At March 31, 2008 our cash and cash equivalents amounted to $67,130 and our accounts receivable we $1,977,922. Our total current assets as of March 31, 2008 were $2,797,682. As of March 31, 2007 our cash and cash equivalents amounted to $199,997, which did not include restricted cash of $797,666 and our accounts receivable was $1,944,373.  Our total current assets as of March 31, 2007 were $3,521,471.   Our accounts receivable increased to $1,977,922 as of March 31, 2008, which included unbilled receivables of $573,229. Our accounts receivable as of March 31, 2007 were $1,944,373. The reduction in the total current assets occurred as a result of asset acquisitions and greater debt related expenses.

At March 31, 2008 the Company had current liabilities of $6,915,696 comprised of the current portion of long term debt, accounts and notes payable, accrued expenses, , and obligations to issue equity instruments During the period ended March 31, 2007 our current liabilities were $13,092,169. The decrease in current liabilities from $13,092,169 to $6,915,696 resulted from the renewal and extension of the CAMOFI notes payable and the reduction in the obligations to issue equity instruments. As a result the Company has negative working capital of $4,118,014 as of March 31, 2008 compared to negative working capital $9,570,698 as of March 31, 2007.

For the three month period ended March 31, 2008 and March 31, 2007 the Company had  cash used in operating activities of $255,748 and used cash provided by  operating activities of $248,123, respectively.  For the three month period ended March 31, 2008 the Company realized an overall increase in cash and cash equivalents primary due to cash provided by financing activities of $304,087 offset by net cash used in investing activities of $(797) and the aforementioned cash used in operating activities of $255,748.  For the three months ended March 31, 2007 the Company realized a increase in cash and cash equivalents of $139,730, primarily due to cash provided by  investing activities of $7,207 and the aforementioned cash provided by  operating activities of $248,123, partially offset by cash used in  financing activities of $115,600.

The Company's management has previously obtained additional funding in the form of subordinated debt and a line of credit. However, there are no assurances that additional funding is available to the Company or, if available, will be on terms acceptable to the Company.  Additionally, there are no assurances that such additional funding, if available, will be sufficient to execute the Company’s business plan.  If we fail to secure additional capital, we will be forced to curtail or discontinue our operations and cease to be a going concern.

The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital.  In addition, the loss of the DEA contract has had a material adverse effect on the Company’s ability to continue as a going concern.  As of March 31, 2008 the Company had, and as of the date of this report, the Company continues to have insufficient funds to pay its obligations incurred in the ordinary course as and when they are due, including salaries and payroll taxes.

Page 17 of 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont.)

On December 31, 2007 we executed an agreement with CAMOFI Master LDC, the holder of our Senior Secured Convertible Notes.  Under the terms of this new agreement (a) the Maturity Date of the Note was changed from November 21, 2007 to November 21, 2010, (b) the interest payments have been deferred until April 1, 2008, (c) the Interest Rate has been increased from 10% payable in cash to 10% payable in cash and 2% payable in additional notes, and (d) we agreed to issue a new note in the amount of $2,027,123 with the same terms as the existing Note, to settle liquidated damages and other amounts due under the original note agreement, (e) the monthly redemption amount will be changed to either $250,000 per month or $150,000 per month depending on the amount of funds that are available to be applied to the principal amount of the Notes from the sale of the Pryor, OK., and Leigh, TX. properties, (f) the monthly redemption amount will now begin on August 1, 2008, (g) Amerex will use the proceeds from the sale of the Pryor and Leigh properties, as well as the proceeds from the release of the escrowed funds of $400,000 securing the closure of the injection wells in Pryor, OK, to pay down the indebtedness, (h) we have agreed to affirmative covenants to secure at least $2.5 million in additional equity financing before March 31, 2008, (i) we have agreed to file a registration statement prior to June 30, 2008, (j) CAMOFI shall maintain its right to convert up to 100% of the outstanding indebtedness into Common Stock, (k) the Company will issue CAMOFI that number of additional shares equal to 4.5% of its outstanding stock, (l) Amerex will extend the term of CAMOFI’s warrants to December 31, 2012, and (m) we will make our principal officers and financial personnel available for an on-site review of the financial condition of the Company.  The note currently is in default due to the Company’s noncompliance with certain of the foregoing and other terms.

On August 31, 2006 we entered into an agreement with CAMOFI Master LDC for a line of credit in consideration for the issuance to CAMOFI Master LDC of a five-year warrant to purchase 750,000 shares of our common stock at an exercise price of $0.01 per share. This line of credit closed on September 21, 2006 and is secured by our accounts receivable. The maximum borrowing on this line is the lesser of $1.5 million or 80% of accounts receivable aged less than 90 days. The credit facility agreement contains debt covenants similar to those contained in the Senior Secured Convertible Notes Agreement. The Company was in noncompliance with certain of these covenants as of September 30, 2007.  The Company currently is in default under the credit line agreement, precluding any further advances under the line of credit to pay such obligations or other expenses of the Company.

The Senior Secured Convertible Notes is secured by a lien against substantially all of the assets of the Company and the line of credit is further secured by a “lockbox” account that is administered by a bank.  Until a default by the Company, the holder of our Senior Secured Convertible Notes allows the Company use of a portion of the cash receivables of the Company deposited into the account, based upon a formula.  Upon a default, the holder of our Senior Secured Convertible Notes has the right to take sole control of the lockbox and all deposits then in the lockbox account or thereafter deposited into the lockbox account.  The line of credit and the Senior Secured Convertible Notes are in default and CAMOFI has taken sole control of the lockbox and all deposits in the lockbox account and payments from customers being deposited into the lockbox account.

The Company is currently addressing its liquidity and negative working capital issues as of March 31, 2008 by the following actions:

·      The Company will seek alternative financing which may include equity financing or additional subordinated debt . The Company is currently ion discussions with several institutions for the purpose of securing additional equity and debt funding.

·      The Company continues to pursue additional customers and increased revenues.

·      The Company is actively soliciting parties interested in the purchase of our property in Pryor, OK. Proceeds from this sale, if it is concluded, will be used to pay down the 10% Senior Secured Convertible Notes.

·      The Company is considering the sale of its property owned in Harrison County, Texas.

·      The Company continues to implement plans to further reduce operating costs as a percentage of revenue by improved process control and greater productivity.

As of May 2008, the Company engaged Glenwood Capital to assist in the cash management of the Company. Until such time that the borrowing base becomes sufficient to permit additional borrowing under the Line of Credit, we will continue to make periodic requests for additional funds from CAMOFI to satisfy ongoing capital requirements.

However, there is no guarantee that any of these strategies will enable the Company to meet its financial obligations for the foreseeable future, which could have a material adverse effect on our business, results of operations and financial condition 

Page 18 of 24

ITEM 3. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by the annual report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company officers and directors. Our independent auditors have reported to the Company’s Audit Committee and Management several material weaknesses in our accounting controls and procedures including limited staffing resulting in insufficient review of transactions in inadequate segregation of duties of the accounting personnel. Also, those procedures must be developed that ensure that all new agreements become timely entered into the general ledger system. In addition, we need to recruit and hire more experienced accounting personnel capable of understanding and documenting complex accounting issues, such as nontraditional financing in which the Company is frequently involved. .  We believe that we have addressed satisfactorily the issue of timely posting of receipts as the bank now provides us with updated material one day in arrears in the form of scanned images of each check (front and back) received the previous day. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

ITEM 2. Changes in Securities

None.

ITEM 3.  Defaults Upon Senior Securities

We are in default under our Senior Secured Convertible Notes Agreement

On December 31, 2007 we executed an agreement with CAMOFI Master LDC, the holder of our Senior Secured Convertible Notes.  Under the terms of this new agreement (a) the Maturity Date of the Note was changed from November 21, 2007 to November 21, 2010, (b) the interest payments have been deferred until April 1, 2008, (c) the Interest Rate has been increased from 10% payable in cash to 10% payable in cash and 2% payable in additional notes, and (d) we agreed to issue a new note in the amount of $2,027,123 with the same terms as the existing Note, to settle liquidated damages and other amounts due under the original note agreement, (e) the monthly redemption amount will be changed to either $250,000 per month or $150,000 per month depending on the amount of funds that are available to be applied to the principal amount of the Notes from the sale of the Pryor, OK., and Leigh, TX. properties, (f) the monthly redemption amount will now begin on August 1, 2008, (g) Amerex will use the proceeds from the sale of the Pryor and Leigh properties, as well as the proceeds from the release of the escrowed funds of $400,000 securing the closure of the injection wells in Pryor, OK, to pay down the indebtedness, (h) we have agreed to affirmative covenants to secure at least $2.5 million in additional equity financing before March 31, 2008, (i) we have agreed to file a registration statement prior to June 30, 2008, (j) CAMOFI shall maintain its right to convert up to 100% of the outstanding indebtedness into Common Stock, (k) the Company will issue CAMOFI that number of additional shares equal to 4.5% of its outstanding stock, (l) Amerex will extend the term of CAMOFI’s warrants to December 31, 2012, and (m) we will make our principal officers and financial personnel available for an on-site review of the financial condition of the Company.  The note currently is in default due to the Company’s noncompliance with certain of the foregoing and other terms.

On August 31, 2006 we entered into an agreement with CAMOFI Master LDC for a line of credit in consideration for the issuance to CAMOFI Master LDC of a five-year warrant to purchase 750,000 shares of our common stock at an exercise price of $0.01 per share. This line of credit closed on September 21, 2006 and is secured by our accounts receivable. The maximum borrowing on this line is the lesser of $1.5 million or 80% of accounts receivable aged less than 90 days. The credit facility agreement contains debt covenants similar to those contained in the Senior Secured Convertible Notes Agreement.  The Company currently is in default under the credit line agreement, precluding any further advances under the line of credit to pay such obligations or other expenses of the Company.

Page 19 of 24

The Senior Secured Convertible Notes is secured by a lien against substantially all of the assets of the Company and the line of credit is further secured by a “lockbox” account that is administered by a bank.  Until a default by the Company, the holder of our Senior Secured Convertible Notes allows the Company use of a portion of the cash receivables of the Company deposited into the account, based upon a formula.  Upon a default, the holder of our Senior Secured Convertible Notes has the right to take sole control of the lockbox and all deposits then in the lockbox account or thereafter deposited into the lockbox account.  The line of credit and the Senior Secured Convertible Notes are in default and CAMOFI has taken sole control of the lockbox and all deposits in the lockbox account and being deposited from customers into the lockbox account.

As of May 2008,the Company engaged Glenwood Capital to assist in the cash management of the Company. Until such time that the borrowing base becomes sufficient to permit additional borrowing under the Line of Credit, we will continue to make periodic requests for additional funds from CAMOFI to satisfy ongoing capital requirements These additional funds will be added to the outstanding balance on the 10% Senior Secured Convertible Notes.

ITEM 5. Other Information

a)

b) None.

ITEM 6. Exhibits and Reports on Form 8-K

A. Exhibits

Exhibit No.	Document
2.1	Share Exchange Agreement dated as of July 5, 2006 among Amerex Group, Inc., James P. Frack, AMEREX Companies, Inc., and the Stockholders of AMEREX Companies, Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K filed July 11, 2006)
2.2	Agreement of Merger between CDX.com Colorado and CDX.com Merger Co (Oklahoma) dated July 28, 2005 (incorporated by reference to Exhibit 2.1of Form 10-QSB for the quarter ended September 30, 2004).
2.3	Stock Purchase Agreement between United Assurance and Amerex Group, Inc. dated August 1, 2005 (incorporated by reference to Exhibit 2.2 of  Form 10-QSB for the quarter ended September 30, 2004)

Page 20 of 24

2.4	Agreement and Plan of Merger between Amerex Group, Inc, and CDX.com Merger, Inc., and CDX.com (Oklahoma), dated July 28, 2005 (incorporated by reference to Exhibit 2.3 of  Form 10-QSB for the quarter ended September 30, 2004)
3.1	Restated Articles of Incorporation filed 7/27/2005 (incorporated by reference to Exhibit 3.1 of  Form 10-QSB for the quarter ended September 30, 2004)
3.2	Certificate of Incorporation of Amerex Group, Inc. (incorporated by reference to Exhibit 3.4 of Form 10-QSB for the quarter ended September 30, 2004)
3.3	Bylaws of Amerex Group, Inc. (incorporated by reference to Exhibit 3.6 of  Form 10-QSB for the year ended September 30, 2004)
4.1	10% Senior Convertible Note issued to CAMOFI Master LCD in the acquisition on July 5, 2006 (incorporated by reference to Exhibit 4.1of Amendment to Form SB-2 filed on January 17, 2007).
4.2	Warrant issued to CAMOFI Master LCD in the acquisition on July 5, 2006 (incorporated by reference to Exhibit 4.2 of Amendment to Form 10-SB filed on January 17, 2007).
4.3	Form of warrant issued to former AMEREX Companies, Inc. warrant holders in the acquisition on July 5, 2006 (incorporated by reference to Exhibit 4.3 of Amendment to Form 10-SB filed on January 17, 2007).
4.4	AMEREX Companies, Inc. 8% Secured Promissory Note, dated September 2, 2005, in the amount of $450,000 issued to Professional Traders Fund, LLC.(incorporated by reference to Exhibit 4.6 of Form 8-K filed July 11, 2006)
4.5	Warrant issued to CAMOFI Master LCD in connection with a line of credit on November 10, 2006 (incorporated by reference to Exhibit 4.2 of Amendment to Form 10-SB filed on January 17, 2007)..
4.6	Non-Qualified Stock Option Award Agreementfor the benefit of Stephen K. Onody, dated January 28, 2008
5.1	Opinion of Sichenzia Ross Friedman Ference LLP (incorporated by reference to Exhibit 5.1 of Amendment to Form 10-SB filed on January 17, 2007).
10.1	Securities Purchase Agreement, dated November 21, 2005, between AMEREX Companies, Inc. and CAMOFI Master LDC. (incorporated by reference to Exhibit 10.1 of Amendment to Form 10-SB filed on January 17, 2007).
10.2	Form of Lock-Up Agreement dated November 21, 2005, between CAMOFI Master LCD and each of Richard Coody, Nick Malino, Ron Brewer, Robert Roever, John Smith, and Marwaan Karame. (incorporated by reference to Exhibit 10.2 of Form 8-K filed on July 11, 2006)
10.3	Registration Rights Agreement, dated November 21, 2005, between AMEREX Companies, Inc. and CAMOFI Master LDC. (incorporated by reference to Exhibit 10.3 of Form 8-K filed on July 11, 2006)
10.4	Escrow Agreement, dated November 21, 2005, between AMEREX Companies, Inc. and CAMOFI Master LDC. (incorporated by reference to Exhibit 10.4 of Form 8-K filed on July 11, 2006)

Page 21 of 24

10.5	Subsidiary Guarantee, dated November 21, 2005, of Waste Express to CAMOFI Master LDC. (incorporated by reference to Exhibit 10.5 of Form 8-K filed on July 11, 2006)
10.6	Subsidiary Agreement, dated November 21, 2005, between Amerex Acquisition Corp. and CAMOFI Master LDC. (incorporated by reference to Exhibit 10.6 of Form 8-K filed on July 11, 2006)
10.7	Intercreditor Agreement, dated November 21, 2005, between CAMOFI and PTF. (incorporated by reference to Exhibit 10.7 of Form 8-K filed on July 11, 2006)
10.8	Loan Agreement, dated August 12, 2005 between DCI USA Inc. and AMEREX Companies, Inc. (incorporated by reference to Exhibit 10.8 of Form 8-K filed July 11, 2006)
10.9	Amendment, dated June 30, 2006 to Contract for Sale and Purchase of Business Assets, dated September 1, 2005, between Enhanced Operating Co., LLC and AMEREX Companies, Inc. (incorporated by reference to Exhibit 10.10 of Form 8-K filed on July 11, 2006)
10.11	Amendment, dated November 13, 2005, to Contract for Sale and Purchase of Business Assets, dated September 13, 2005, among NES Technology LLC, Industrial Waste Services LLC and AMEREX Companies, Inc. (incorporated by reference to Exhibit 10.13 of Form 8-K filed on July 11, 2006)
10.12	Employment Agreement, dated October 1, 2005, between AMEREX Companies, and Richard Coody.  (incorporated by reference to Exhibit 10.23 of Form 8-K filed on July 11, 2006)
10.13	Lease Agreement, dated December 1, 2005, between Amerex Companies, Inc. and Capitoline Advisors, Inc. (incorporated by reference to Exhibit 10.29 of Form 8-K filed on July 11, 2006)
10.14	Lease Agreement, dated December 30, 2005, between Amerex Companies, Inc. and CDI, Inc. (incorporated by reference to Exhibit 10.30 of Form 8-K filed on July 11, 2006)
10.15	Line of Credit with CAMOFI Master LCD. (incorporated by reference to Exhibit 10.15 of Amendment No. 1 to Form SB-2 filed on March 20, 2007)
10.16	Secured Loan Agreement with Professional Offshore Opportunity Fund, Ltd. (incorporated by reference to Exhibit 10.16 of Form 8-K filed August 16, 2007)
10.17	Letter Agreement with Professional Offshore Opportunity Fund, Ltd. (incorporated by reference to Exhibit 10.17 of Form 8-K filed August 16, 2007)
10.18	Pledge Agreement between Richard Coody and Ron Brewer and Professional Offshore Opportunity Fund, Ltd. (incorporated by reference to Exhibit 10.18 of Form 8-K filed August 16, 2007)
10.19	Indemnification Agreement with Richard Coody (incorporated by reference to Exhibit 10.19 of Form 8-K filed August 16, 2007)
10.20	Agreement with Richard Coody (incorporated by reference to Exhibit 10.20 of Form 8-K filed August 16, 2007)
10.21	Indemnification Agreement with Ron Brewer (incorporated by reference to Exhibit 10.21 of Form 8-K filed August 16, 2007)

Page 22 of 24

10.22	Agreement with Ron Brewer (incorporated by reference to Exhibit 10.22 of Form 8-K filed August 16, 2007)
10.23	Conformed Letter of Intent to purchase Perma-Fix Treatment Solutions, Inc. (“Perma-Fix”) of Tulsa, OK from Perma-Fix Environmental Services, Inc. (incorporated by reference to Exhibit 10.23 of Form 8-K filed August 29, 2007)
10.31	Letter Agreement between Amerex Group, Inc. and CAMOFI Master LDC dated December 19, 2007 (incorporated by reference to Exhibit 10.31 of Form 8-K filed January 7, 2008)
10.32	Letter Agreement, dated May 7, 2008 between the Company and Glenwood Capital LLC, filed herewith.
21.1	Subsidiaries of Registrant (incorporated by reference to Exhibit 21 of Form 8-K filed on July 11, 2006).
31.1	Chief Executive Officer - Sarbanes-Oxley Act Section 302 Certification, filed herewith
31.2	Chief Financial Officer - Sarbanes-Oxley Act Section 302 Certification, filed herewith
32.1	Chief Executive Officer - Sarbanes-Oxley Act Section 906 Certification, filed herewith
32.2	Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification, filed herewith

B. Reports on Form 8-K

Page 23 of 24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMEREX GROUP, INC.
Date: May 20, 2008	By:	/s/ Nicholas J. Malino
		Nicholas J. Malino, President, Chief Executive Officer, Principal Financial Officer and Director

Page 24 of 24

EX-10.32

EXHIBIT 10.32

GLENWOOD CAPITAL, LLC

May 7, 2008

Stephen K. Onody

Chief Operating Officer

Amerex Group, Inc.

1105 N. Peoria Avenue

Tulsa, OK 74106

Dear Mr. Onody:

This letter confirms that Amerex Group, Inc. (the “Client”) has engaged Glenwood Capital, LLC (the “LLC”) to perform financial and other consulting services for the Client upon the terms set forth herein and in the attached Engagement Terms, incorporated herein by this reference, and sets forth the LLC’s duties, responsibilities, and the fee arrangement.

The LLC will provide only those financial and other consulting services expressly described in the attached Engagement Terms (the “Work”).  By its signature below, the Client authorizes the LLC to commence work for its domestic and, if applicable, international operations.  Any advice provided pursuant to our work will be oral, unless other arrangements are made to provide the Client with a written report.

We can begin our review upon receipt of the executed engagement letter and the indicated retainer. We will forward a Document Request under separate cover and appreciate receipt of the requested information as soon as possible.  The LLC assumes any information provided by the Client is accurate and complete in all material respects.  The LLC will not conduct an audit, but may or may not perform independent investigation of the accuracy or completeness of such data.

Upon completion of the engagement, the LLC will not be responsible for updating any of the work products that may result from changes in circumstances such as changes in accounting rules, market conditions, or conditions within the Client.  It is our company policy to destroy all documents related to this assignment one year following our final invoice.  The LLC, nevertheless, will welcome a new engagement to advise the Client of the effect of such changes on the LLC’s work product.

The services provided to the Client and the work product are for the sole use and benefit of the Client and may not be relied upon by any third party without the prior written consent of the LLC which may be withheld or conditioned in its sole discretion.

The fees for services rendered to perform the work are $37,500.00 per month, payable in advance by wire transfer (instructions are attached).  In addition, we require a retainer of $18,750, representing one-half of the monthly fee.  We will bill for our services on a monthly basis, with subsequent payments due on the monthly anniversary date of the execution of this agreement.  We will bill out of pocket expenses, on a bi-weekly basis, with payment due within five business days of billing.  We will offset our final billings against the retainer. Any excess retainer will be returned to you within ten days of completing the engagement.

7101 COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913) 652-9300 - (913) 652-9305 FAX

Mr. Stephen K. Onody

May 7,  2008

Page 2

In addition to the monthly fees and expenses described above, the Client agrees to pay the LLC a contingent fee in the amount to be negotiated within twenty (20) business days of the execution of this agreement.  The contingent fee shall be billed upon completion of the engagement and shall be due within five (5) business days.

If the foregoing is in accordance with your understanding, please execute this letter in the space provide and return to the LLC.  The duplicate copy of this letter is for your files.

Thank you for this opportunity to be of service to you.

Very truly yours,

GLENWOOD CAPITAL, LLC

By: /s/ RandallD.Humphreys

Randall D. Humphreys, Manager

Attachment  - Amerex Group, Inc. - Engagement Terms

The foregoing meets with Amerex Group, Inc.’s approval, and the LLC is authorized to proceed with the services outlined.

Amerex Group, Inc.

By:  /s/ Nicholas J. Malino

Nicholas J. Malino, President and CEO

7101 COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913) 652-9300 - (913) 652-9305 FAX

Mr. Stephen K. Onody

May 7,  2008

Page 3

AmerexGroup,& #160;Inc.

EngagementTerms

These terms apply to the engagement described in any arrangement letter referencing them (and supersede any inconsistent terms) but shall also apply to any additional work the LLC is asked to perform on behalf of the client.

Confidentiality

Client shall at no time disclose any of LLC’s Work product and other confidential material, or its role in this engagement to any third party (except to a government agency or court if part of the scope of the Work, or pursuant to a subpoena but only after 10 days notice to the LLC or such shorter time as allowed by the issuer of the subpoena) without LLC’s prior written consent in each case.  Client’s use of the Work product shall in all events be restricted to the client’s internal use.

The LLC shall treat as confidential any information provided by the Client to the LLC which is marked confidential or which the LLC reasonably believes to be confidential, and shall not disclose such confidential information to any third party without Client’s consent except as required by law.  However, the LLC is not required to treat as confidential any confidential information which (a) is or becomes public knowledge without any act by the LLC; (b) is or becomes lawfully available to the LLC from a source other than the Client; or (c) is independently developed by the LLC without any reference to the confidential information.

ClientPrivileges:UseofCounsel

The parties acknowledge that certain documents and other communications involving and/or disclosed to or by the LLC may be subject to one or more claims of privilege by or on behalf of Client.  The Client is solely responsible for managing the recognition, establishment and maintenance of all such privileges.

AgreedUponScopeofWork

LLC shall be obligated only for the Work or deliverables specified herein, and only for changes in such scope that are set forth in writing and duly executed by the parties hereto.  To the extent all relevant terms and conditions of an engagement are not fully provided, at the request of either party, the parties shall work diligently and in good faith to so provide.  Unless expressly provided herein, the LLC’s services shall not include the giving of testimony or appearing or participating in any discovery proceedings, administrative hearings, court proceedings, or in other legal or regulatory inquiries or proceedings.  It is understood that unless the Client or LLC otherwise agree in writing, the LLC shall have no responsibility to update any of the Work after its completion.

Indemnification

Client shall indemnify the LLC and its members and managers against all costs, fees, expenses, damages and liabilities (including defense costs) associated with any claim arising from or in any way relating to any services, Work product or deliverables provided by the LLC or otherwise related to this engagement, except to the extent attributable to the LLC’s fraud, gross negligence or willful misconduct.  Such indemnification shall also extend to any claims arising out of the disclosure of any information by Client to the LLC, as well as any claims whatsoever arising out of the engagement of the LLC by the Client. The terms of this paragraph shall apply regardless of the nature of any claim asserted (including those made under contract, by statute, or in negligence, tort or strict liability), and whether the same are asserted by the Client, the LLC or other third party.  Such terms shall also continue to apply after any termination of the agreement and during any dispute between the parties, but shall not apply to the gross negligence or willful misconduct of the LLC or its authorized agents in the performance of the Work.

7101 COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913) 652-9300 - (913) 652-9305 FAX

Mr. Stephen K. Onody

May 7,  2008
Page 4

The Client acknowledges that the LLC is only providing consulting services, and is not providing any assurances or other guaranties to the Client that by contracting for the LLC’s consulting services the Client will benefit financially.  The Client also acknowledges that the LLC is basing its Work product and other services it provides to Client on information provided to the LLC by the Client.  The LLC is not undertaking any independent review or investigation as to the accuracy or completeness of the information provided to the LLC by the Client, and as such in no event shall the LLC be responsible for any loss or claim of the Client or any third party resulting from errors in the Work product or consulting services resulting from any incomplete or incorrect information provided to the LLC by the Client.  The Client expressly agrees to hold the LLC and its members and managers harmless from and against any and all claims, damages, loss or expenses (whether from the Client or any third party), including reasonable legal fees, which may arise as a result of any incomplete or incorrect information provided to the LLC by the Client.

WorkDescribed

The LLC shall provide the following services and deliverables which constitute the Work:

1. Assessment of financial condition.

2. Assessment of the state of the business.

7101 COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913) 652-9300 - (913) 652-9305 FAX

Mr. Stephen K. Onody

May 7,  2008

Page 5

WireInstruct< /font>ions

Glenwood Capital, LLC

Citizens Bank, NA

Overland Park, KS

ABA#: 101100566

Account #: 004006232

7101 COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913) 652-9300 - (913) 652-9305 FAX

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Nicholas J. Malino, certify that:

1.    I have reviewed this annual report on Form 10-QSB of Amerex Group, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. 

Dated: May 20, 2008	By:	/s/ Nicholas J. Malino
		Nicholas J. Malino
		Chief Executive Officer and Principal Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Nicholas J. Malino, certify that:

1.    I have reviewed this annual report on Form 10-QSB of Amerex Group, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report  that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: May 20, 2008	By:	/s/ Nicholas J. Malino
		Nicholas J. Malino
		Chief Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amerex Group, Inc. (the “Company”) on Form 10-QSB for the period ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas J. Malino, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

 (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 20, 2008	By:	/s/ Nicholas J. Malino
		Nicholas J. Malino
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amerex Group, Inc. (the “Company”) on Form 10-QSB for the period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas J. Malino, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

 (3)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (4)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 20, 2008	By:	/s/ Nicholas J. Malino
		Nicholas J. Malino
		Chief Executive Officer and Principal Financial Officer