U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB/A-1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933

For the fiscal year ended June 30, 2006

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission File Number 0-11695

APEX RESOURCES GROUP, INC.

(Name of Small Business Issuer in its charter)

UTAH	87-0403828
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
299 S. Main Street, Suite 1300, Salt Lake City, Utah	84111
(Address of principal executive Offices)	(Zip Code)

Issuer's telephone number:   (801) 534-4450

Securities registered pursuant to section 12(b) of the Exchange Act:  None

Securities registered pursuant to section 12(g) of the Exchange Act:  Common, $0.001 par value

Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 [   ]   No  [ X ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [   ]

Indicate by check mark whether the registrant is a shell company [   ].

The issuer’s revenue for its most recent fiscal year was: $5,199.

The aggregate market value of the voting and non-voting common equity held by non-affiliates based on the average bid and asked price of such common equity as of October 26, 2006 was approximately $423,000.

As of October 26, 2006, the issuer had 98,559,753 shares of its $0.001 par value common stock outstanding.

Transitional Small Business Disclosure Format.Yes [   ]    No  [ X ]

Documents incorporated by reference: None

TABLE OF CONTENTS

EXPLANATORY NOTE
PART I
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 2.	DESCRIPTION OF PROPERTY	7
ITEM 3.	LEGAL PROCEEDINGS	8
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS	8
PART II
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 6.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	10
ITEM 7.	FINANCIAL STATEMENTS	14
ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14
ITEM 8A.	CONTROLS AND PROCEDURES	14
ITEM 8B.	OTHER INFORMATION	15
PART III
ITEM 9.	DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT	16
ITEM 10.	EXECUTIVE COMPENSATION	18
ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19
ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	20
PART IV
ITEM 13.	EXHIBITS	21
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	21
SIGNATURES		22

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Explanatory Note to Amendment No. 1 to Form 10-KSB

This Amendment No. 1 to Form 10-KSB is being made solely to correct a mistake in Part II, Item 5 of the Form 10-KSB filed on November 8, 2006, (the “Original Filing”) wherein the Company incorrectly disclosed the number of common shares issued to Global Capital in exchange for investor relations services. The Company disclosed that the number of shares issued to Global Capital was 1,377,661. In fact, Global Capital was issued a total of 1,589,608 common shares.

Pursuant to the rules of the SEC, we have included currently-dated certifications from our principal executive and principal accounting officers, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications are attached as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively. Except as described in the preceding paragraph, this Amendment continues to describe conditions as of the Original Filing and we have not updated the disclosures contained herein to reflect events that have occurred subsequent to that date. Accordingly, this Amendment should be read in conjunction with our other filings, if any, made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.

PART I

FORWARD

This Form 10-KSB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-KSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “hope,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within the Company’s control. These factors include but are not limited to economic conditions generally and in the industries in which the Company and its customers participate; competition within the Company’s industry, including competition from much larger competitors; technological advances which could render the Company’s products less competitive or obsolete; failure by the Company to successfully develop new products or to anticipate current or prospective customers’ product needs; price increase or supply limitations for components purchased by the Company for use in its products; and delays, reductions, or cancellations of orders previously placed with the Company.

ITEM 1.   DESCRIPTION OF BUSINESS

History and Organization

Apex Resources Group Inc. (the "Registrant" or "Company") is a development stage company. It was incorporated under the laws of the State of Utah on January 27, 1984. The Company was initially organized primarily to hold overriding royalties of both producing and non-producing oil and gas properties. However, the Company's articles of incorporation authorize it to engage in all aspects of the oil and gas business and for any other lawful purpose.

In 1989, the Company transferred its assets in exchange for cancellation of the Company's debt and ceased operations until 1995. Since 1995, the Company has been primarily engaged in the business of acquiring interests in oil and gas properties.

Our executive offices are located at 299 South Main Street, suite 1300, Salt Lake City, Utah 84111. Our telephone number is (801) 534-4450. Our website is located at www.apexresourcesgroup.com.

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Oil and Gas Properties

Beaufort Sea

The Company holds a 3.745% working interest in the Beaufort Sea well Esso Pex Home, et. al. Itiyok I-27, consisting of 640 acres, located at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27, 28 and 37. License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium of companies participated in drilling, casing and testing the area to a depth of 12,980 feet.

The main partner in the project is Imperial Oil Resources. A consortium of oil and gas companies has filed an application to build a natural gas pipeline that could be used to transport gas from the Beaufort Sea region. No current plans have been formulated to perform further work in the immediate Beaufort Sea area. It is anticipated this area will not be developed until a pipeline is built.

Bastian Bay Field, Plaquamines Parish, Louisiana

During the year, Imperial Petroleum Inc., the operator of Bastian Bay Field Lease #16152 in Plaquamines Parish Louisiana made a cash call to all participants in the well. The participants in the well were given the choice to pay the cash call or continue on a non-consent basis under which the non paying participants relinquishing half of their working interest. The Company determined that it was not in its best interest to meet the cash call. Therefore, the Company’s interest in this well decreased from 6.25% to 3.125%. The Company has not yet learned how Imperial intends to proceed in the aftermath of Hurricane Katrina. As of this time Imperial has put work on the well on hold until further notice.

Henry Dome Prospect, Texas

The Company owns 2.5 participation units in the Henry Dome Prospect in McMullen County, Texas, for $12,500. These units give the Company a 1.875% working interest in JB Henry Dome #1 well. Initial flow testing of the well demonstrated flow of 450,000 cubic feet of gas per day. Following initial testing, acid washing of the well was performed to attempt to increase flow rates. Additional testing is ongoing as the operator has encountered many problems with this well. As part of the additional testing the operator is planning on installing an electric generator in November 2006 to try and increase the flow rate of gas. The estimated life expectancy of this well is at least six years.

Selection of Target Areas for Acquisition

The Company will continue to explore and investigate the acquisition of interests in other oil and gas properties. To date, the Company has and, in most cases, will continue to seek to acquire only partial interests in properties thereby diversifying its risk. This will also allow the Company to acquire interests in more properties than it otherwise could if it were to acquire complete interests in properties.

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The Company will continue to buy working interests in well drilling programs that have an existing operator in place. This aids the Company in keeping its overhead to a minimum.

The Company will seek to purchase interests for cash or in exchange for shares of its common stock, where allowed by law. The purchases made with cash will be made with cash on hand, internally generated capital, financed through conventional loans made by oil and gas lenders or through funds made available through equity financing. The Company may consider issuing common stock to project owners in situations where the project has significant upside potential due to proven reserves that are behind pipe or that are undeveloped and for which traditional financing cannot be obtained.

Market for Oil Production

The market for oil and gas production is regulated by federal, state and foreign governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for deviations from the quality standards established by the purchaser. Oil sales are normally contracted with a “gatherer” which is a third-party who contracts to pickup the oil at the well site. In some instances there may be deductions for transportation from the wellhead to the sales point. The majority of crude oil purchasers do not at this time charge transportation fees, unless the well is outside their service area. The oil gatherer will usually handle disbursements of sales revenue to both the owners of the well (a “working interest owner”) as well as payments to persons entitled to royalties as a result of such sales (“royalty owners”). The Company typically will be a working interest owner in the projects that it undertakes or in which it invests. By being a working interest owner, the Company is responsible for the payment of its proportionate share of the operating expenses of the well. Royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the cost of operating the lease. Therefore, the Company, in most instances, will be paying the expenses for the oil and gas revenues paid to the royalty owners.

Market for Gas Production

In contrast to sales of oil, gas purchasers will pay the well operator 100% of the sales proceeds monthly for the previous month’s sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Prices will fluctuate with the seasons and the general market conditions. It is the Company's intention to utilize this market whenever possible in order to maximize revenues. The Company does not anticipate any significant change in the manner its gas production would be purchased, however, no assurance can be given that such changes will not occur in the future.

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Competition

The oil and gas industry is highly competitive. Competition for prospects and producing properties is intense. As the Company pursues new opportunities in oil and gas exploration, it will be competing with a number of other potential purchasers of prospects and producing properties, most of which will have greater financial resources than the Company. The bidding for prospects has become particularly intense with different bidders evaluating potential acquisitions with different product pricing parameters and other criteria that result in widely divergent bid prices. The presence in the market of bidders willing to pay prices higher than are supported by the Company’s evaluation criteria could further limit the ability of the Company to acquire prospects and low or uncertain prices for properties can cause potential sellers to withhold or withdraw properties from the market. In this environment, there can be no assurance that there will be a sufficient number of suitable prospects available for acquisition by the Company or that the Company will be able to obtain financing for or participants to join in the development of prospects.

The Company’s competitors and potential competitors include major oil companies and independent producers of varying sizes. Most of the Company’s competitors have greater financial, personnel and other resources than the Company and therefore have greater leverage to use in acquiring prospects, hiring personnel and marketing oil and gas. A high degree of competition in these areas is expected to continue indefinitely.

Governmental Regulation

The production and sale of oil and gas is subject to regulation by state, federal, local authorities, and foreign governments. In most areas there are statutory provisions regulating the production of oil and natural gas under which administrative agencies may set allowable rates of production and promulgate rules in connection with the operation and production of such wells, ascertain and determine the reasonable market demand of oil and gas, and adjust allowable rates with respect thereto.

The sale of liquid hydrocarbons was subject to federal regulation under the Energy Policy and Conservation Act of 1975 that amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic crude oil and various petroleum products could be sold. All price controls and restrictions on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be reimposed in the future but when, if ever, such reimposition might occur and the effect thereof on the Company cannot be predicted.

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Approvals to conduct oil and gas exploration and production operations are required from various governmental agencies. There is no assurance when and if such approvals will be granted.

Environmental Laws

The Company intends to conduct its operations in compliance with all applicable environmental laws. The cost of such compliance has been and will be factored into the estimated costs of drilling and production. The effects of applicable environmental laws are to add to the cost of operations and to add to the time it takes to bring a project to fruition.

Employees

The Company currently has no full-time employees. The officers provide services to the Company on an as needed basis. The Company contracts out with consultants to provide all other necessary services.

ITEM 2. DESCRIPTION OF PROPERTY

Oil and Gas Properties

See “ITEM 1. Description of Business”.

Rental Properties

Abbecombec Ocean Village Resort

The Company owned two vacation homes in the Abbecombec Ocean Village Resort located on the shore of Clam Bay, which is 40 miles east of Halifax, Nova Scotia. The Company currently rents the dwellings on a month-to-month basis for $500 per month. During the year, the occupancy rate for these vacation homes has been 100%. The income generated by these properties is subject to a number of factors, including the time of year, occupancy rates among similar properties in the area and economic conditions in general. These properties are not subject to any mortgage or other obligation.

On July 12, 2006 the Company sold one of the vacation homes. The proceeds from the sale totaled $100,028.80. At this time the Company has no plans to renovate or otherwise improve the remaining property. The Company believes the remaining property is adequately insured, and is currently trying to sell this property.

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Cowichan Lake, Victoria, B.C.

The Company owns one lot on Upper Point Ideal Road in the Cowichan Lake District in Victoria B.C. The Company owns this lot free and clear of any mortgage, debt, encumbrance or obligation. The Company is currently attempting to sell this lot. The Company acquired this property for investment purposes and has no present intent to develop or improve this parcel.

The Company also owns approximately 5,254,365 or 7.3% of the outstanding common shares of Omega Ventures Group, Inc., a corporation whose common stock is traded on the Over-the-Counter Bulletin Board, stock symbol “OMGV.”

Executive Offices

The Company currently leases 200 square feet of executive office space located at 299 South Main Street, Suite 1300, Salt Lake City, Utah 84111. The offices are rented on a month-to-month basis for approximately $1,600 per month. The Company believes this space will be sufficient for its needs for the foreseeable future.

The Company rents the office furnishings for its Canadian office from Nevada Holdings, for $6,500 per month. The monthly rent for the Canadian office, located at 610-800 West Pender Street, Vancouver, British Colombia, Canada V6C 2V6, is $2,560 per month. The Company is planning to close this office December of 2006.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our shareholders during the fiscal year ended June 30, 2006

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed on the NASD OTC Bulletin Board under the symbol “APXR." As of October 26, 2006, the Company had 898 shareholders holding 98,559,753 common shares.

8

The published closing bid and ask quotations for the previous two fiscal years are included in the chart below. These quotations represent prices between dealers and do not include retail markup, markdown or commissions. In addition, these quotations do not represent actual transactions.

	BID PRICES		ASK PRICES
	HIGH	LOW	HIGH	LOW
2006-2005
Apr. thru June 2006	.07	.04	.075	.041
Jan. thru Mar. 2006	.06	.04	.063	.047
Oct. thru Dec. 2005	.125	.048	.129	.049
July thru Sep. 2005	.166	.075	.16	.08
2005-2004
Apr. thru June 2005	.20	.08	.205	.082
Jan. thru Mar. 2005	.281	.17	.29	.183
Oct. thru Dec. 2004	.275	.055	.30	.062
July thru Sep. 2004	.13	.05	.14	.055

The foregoing figures were furnished to the Company by Pink Sheets, L.L.C., 304 Hudson Street, 2^nd Floor, New York, New York 10013.

Dividends

Since its inception, the Company has not paid any dividends on its common stock, and the Company does not anticipate that it will pay dividends in the foreseeable future.

Securities for Issuance Under Equity Compensation Plans

The Company currently has no equity compensation plans.

Recent Sales of Unregistered Securities

During the quarter ended June 30, 2006 no equity securities were issued without registration under the Securities Act of 1933. Subsequent to the quarter end, the following equity securities, which were not registered under the Securities Act of 1933, were issued.

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On July 17, 2006 and August 25, 2006, the Company issued 4.4 million and 1.53 million shares of common stock, respectively to the following officer of the Company and to the following other parties, in satisfaction of amounts payable in the amount of $ 420,00:.

For his services rendered to the Company, Mr. John Hickey was issued 210,000 shares at $0.10 per share for work completed during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 he received 210,000 shares at $0.10 per share for services rendered during the first quarter, 300,000 shares at $0.07 per share for services rendered during the second quarter, 381,818 shares at $0.055 per share for services rendered during the third quarter and 381,818 shares at $0.055 per share for services rendered during the fourth quarter.

For investor relations services, the Company issued Chicago Management 210,000 shares at $0.10 per share for work completed during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 it received 210,000 shares at $0.10 per share for services rendered during the first quarter, 300,000 shares at $0.07 per share for services rendered during the second quarter, 381,818 shares at $0.055 per share for services rendered during the third quarter and 381,818 shares at $0.055 per share services rendered during for the fourth quarter.

Also for investor relations services, the Company issued Global Capital 225,000 shares at $0.10 per share for work completed during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 it received 225,000 shares at $0.10 per share for services rendered during the first quarter, 321,428 shares at $0.07 per share for services rendered during the second quarter, 409,090 shares at $0.055 per share for services rendered during the third quarter and 409,090 shares at $0.055 per share for services rendered during the fourth quarter.

Nevada Holdings Company provides Apex Resources with leased office furnishing and equipment. In exchange, Nevada Holdings was issued the following shares; 195,000 shares at $0.10 per share for services rendered during the fourth quarter of the fiscal year ending June 30, 2005, for the fiscal year ending June 30, 2006 Nevada Holdings received 195,000 shares at $0.10 per share for services rendered during the first quarter, 278,571 shares at $0.07 per share for services rendered during the second quarter, 354,545 shares at $0.055 per share for services rendered during the third quarter and 354,545 shares at $0.055 per share for services rendered during the fourth quarter.

All shares issued during the quarter were issued to non US persons without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Regulation S promulgated by the Securities and Exchange Commission.

ITEM 6. MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our Financial Statements and the accompanying notes included elsewhere in this Form 10-KSB contains additional information that should be referred to when reviewing this material.

Statements in this discussion may be forward-looking. These forward-looking statements involve risks and uncertainties, including those discussed below, which could cause actual results to differ from those expressed. Please read Forward-Looking Information on page 3.

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General

The Company is a development stage company engaged in the exploration of gas and oil. The Company has been engaged in the gas and oil business since 1995.

Liquidity and Capital Resources

The Company currently does not have sufficient cash reserves or cash flow from operations to meet its cash requirements. This raises substantial doubt about the Company’s ability to continue as a going concern. During the year ended June 30, 2006, the Company financed its operations primarily through credit arrangements extended to the Company from related parties. During the quarter ended December 31, 2004, the Company received subscriptions to purchase 18,000,000 shares of its common stock in private placement transactions for cash totaling $2,450,000. As of March 31, 2006, the Company has received $23,000. The Company’s balance sheet reflects the remaining balance as stock subscriptions receivable. During the quarter ended December 31, 2004, the Company caused its transfer agent to issue the 18,000,000 shares. These shares, however, are being held in escrow and will only be delivered out as funds are received by the Company. Subsequent to the year end, the Company issued 4.4 million and 1.53 million shares of common stock, respectively, to an officer of the company and to other related parties, in satisfaction of amounts payable in the amount of $ 420,000.

On June 30, 2006, the Company had cash on hand of $6,775.

The Company has plans to further develop its oil and gas properties, which will require substantial additional working capital that the Company does not currently have. Moreover, the Company does not anticipate significant revenue from its operating activities in upcoming quarters.

Results of Operations

Comparison of the year ended June 30, 2006 and the year ended June 30, 2005

The Company sustained a net loss of $642,665 in the year ended June 30, 2006 compared to a loss of $738,495 for the year ended June 30, 2005. This decrease in net loss was largely the result of the Company curtailing its activities because of a lack of funding for operations. The following shows a more detailed comparison of the Company’s exploration, development and administrative expenses during the past two years:

	June 30, 2006		June 30, 2005
Travel	$	36,395	$	64,623
Office Expenses		27,168		102,493
Telephone		16,209		29,465
Professional		53,552		36,163
Consultants		439,910		338,907
Promotional		2,380		18,678
Exploration and Development - Oil and Gas		-		69,003
Rent		62,889		72,421
Total	$	638,503	$	731,753

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Travel expenses decreased $28,228 or 44% to $36,395 during the year ended June 30, 2006 compared to June 30, 2005. This decrease is primarily the result of decreasing operating activities during the year ended June 30, 2006 compared to the same period of 2005 due to a lack of funding. The Company expects travel expenses to remain at or near the levels incurred in fiscal 2006 until such time as the Company is able to raise significant additional capital.

Office expenses decreased $75,325 or 73% to $27,168 during the year ended June 30, 2006 compared to the same period 2005. This decrease is the result of decreased activity in the Company’s Salt Lake City office. Office expenses in the upcoming fiscal year should decrease due to the planned closing of the Vancouver office.

Telephone expenses decreased 45% from $29,465 to $16,209 during the year ended June 30, 2006 compared to the year ended June 30, 2005, as a result of the investor relations program being reduced. The Company anticipates telephone expenses to remain at or near fiscal 2006 levels during the upcoming year.

Professional expenses increased from $36,163 to $53,552, a 48% increase during the year ended June 30, 2006 compared to the year ended June 30, 2005 as accounting and legal expenses continue to increase as a result of more stringent compliance obligations imposed by the Sarbanes-Oxley Act of 2002. The Company expects professional fees to continue to increase in upcoming fiscal quarters.

Consultants’ fees increased from $338,907 during the year ended June 30, 2005, to $439,910 during the year ended June 30, 2006. The Company has no employees, rather management retains consultants to provide the services the Company needs. The increase in consultants’ fees during the 2006 fiscal year was the result of the Company issuing shares to investor relations firms and office equipment leasors. The fees were issued in shares in July and August of 2006. Company expects consultants’ fees to remain fairly consistent with the expenses incurred during fiscal 2006 until such time as it can raise significant additional funds for operations.

Promotional expenses decreased $16,298, or 87% to $2,380 during the year ended June 30, 2006 compared to the year ended June 30, 2005. As discussed above, this decrease in promotional expenses is largely the result of the Company limiting its activities because of a lack of funding. The Company expects promotional expenses to continue to remain at lower levels.

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Rent expenses decreased from $72,421 for the year ended June 30, 2005, to $62,889 for the year ended June 30, 2006. We expect rent expenses to be significantly lower than the 2006 fiscal year due to the planned closing of the Vancouver office.

During the year ended June 30, 2006, the Company incurred $0 in exploration and development expenses, compared to $69,003 during the year ended June 30, 2005. As a result of the Company’s limited funds, the Company did not engage in any exploration activity during the 2006 fiscal year. The Company does not expect to engage in significant exploration and development activities until such time as the Company is able to raise additional capital.

Summary of Material Contractual Commitments

Currently there are no material contractual commitments.

Off-Balance Sheet Financing Arrangements

As of June 30, 2006, we had no off-balance sheet financing arrangements.

Critical Accounting Policies

The Company has identified policies below as critical to its business operations and the understanding of its financial statements. The impact of these policies and associated risks are discussed throughout Management’s Discussion and Analysis and Plan of Operations where such policies affect its reported and expected financial results. A complete discussion of the Company’s accounting policies in included in Note A of the Notes to Consolidated Financial Statements.

Capitalization of Oil Leases Costs

The Company uses the successful efforts cost method for recording its oil lease interests. This provides for capitalizing the purchase price of the project and the additional costs directly related to proving the properties and amortizing these amounts over the life of the reserve when operations begin or a shorter period if the property is shown to have an impairment in value or expensing the remaining balance if it is proven to be of no value. Expenditures for oil well equipment are capitalized and depreciated over their useful lives.

Environmental Requirements

At the report date environmental requirements related to the mineral claim interests held by the Company are unknown and therefore an estimate of any future cost cannot be made.

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Foreign Currency Translation

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translations is recognized. U.S. dollars are considered to be the functional currency of the Company.

Development Stage and Going Concern

The Company is a development stage company and have not yet generated revenue. The Company has accumulated losses totaling $9,124,254 and has incurred debt in the development of its operations. To generate positive cash flow, the Company will require substantial additional funding. Funding which may not be available to the Company on acceptable terms, or at all. Moreover, to obtain additional funding the Company may have to issue significant additional common shares, which could result in dilution to current shareholders.

Recent Accounting Pronouncements

The Company has considered recent accounting pronouncements and does not expect that such pronouncements will have a material impact on its financial statements.

ITEM 7. FINANCIAL STATEMENTS

See Financial Statement listed in the accompanying index to the Financial Statements on Page F-1 herein.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

The Company’s principal executive officers and our principal financial officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Such officers have concluded (based upon their evaluations of these controls and procedures as of the end of the period covered by this report) that the Company’s disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by it in this report is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure.”

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The Certifying Officers have also indicated that there were no changes in the Company’s internal control over financial reporting that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including the Certifying Officers, does not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

ITEM 8B. OTHER INFORMATION

In July 2006, Mr. Robert Gill resigned as a director of the Company. Mr. Gill’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLAINCE WTH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth our directors, executive officers, promoters and control persons, their ages, and all offices and positions held. Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders. Officers and other employees serve at the will of the Board of Directors.

Name	Age	Positions Held	Director Since
John R. Rask	56	President	March 2003
		Director	August 1996
John M. Hickey	64	Secretary	March 2003
		Director	October 1996
Stephen Golde	58	Director	December 2005

Each director of the Company serves for a term of one year or until his successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until his successor is elected at the annual meeting of the board of directors and is qualified.

Set forth below is certain biographical information regarding each of the Company's executive officers and directors.

John R. Rask. Since the early 1980's Mr. Rask has been owner and operator of Ray’s Income Tax Service, a company which specialized in bookkeeping and the preparation of income tax returns. Mr. Rask is the President and a director of the Company. Mr. Rask is also an officer and director of Omega Ventures Group, Inc..

John M. Hickey. From 1995 to present Mr. Hickey has worked for the Company. Mr. Hickey began with Apex Resources as the General Manager and is currently the Secretary and a Director of Apex Resources. Mr. Hickey is also President and a director of Omega Ventures Group, Inc.

16

Stephen Golde. Mr. Golde retired from the automotive industry in the 1990s and since that time his primary occupation has been that of a private investor. Mr. Golde is not a director of any other SEC reporting issuer. Mr. Golde is not related to any Company officer or director.

The Company intends to, but has not yet adopted a code of ethics for its principal executive, financial and accounting officers or controller or for person performing similar functions.

Compliance with Section 16(a) of the Exchange Act

Directors and executive officers are required to comply with Section 16(a) of the Securities Exchange Act of 1934, which requires generally that such persons file reports regarding ownership of and transactions in securities of the Company on Forms 3, 4, and 5. Form 3 is an initial statement of ownership of securities. Form 4 is to report changes in beneficial ownership. Form 5 is an annual statement of changes in beneficial ownership.

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company during its most recent fiscal year, and Forms 5 and amendments thereto furnished to the Company with respect to the most recent fiscal year, to the Company’s knowledge, it appears that Stephen Golde failed to file a Form 3 when he was named to the board of directors.

Involvement in Legal Proceedings

To the best of the Company’s knowledge, during the past five years, none of its directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee and Financial Expert

The Company does not have an audit committee. Mr. Rask and Ms. Hickey perform some of the same functions of an audit committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. Because the Company has limited operations at this point, management did not believe having a financial expert offered shareholders much benefit considering the costs that would have been involved. We do not currently have a written audit committee charter or similar document.

17

Code of Ethics

The Company has not adopted a corporate code of ethics which applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company’s decision not to adopt such a code of ethics results from the Company having a limited management team operating its business.

Attendance of the Board of Directors

During the year ended June 30, 2006, the Board of Directors held 4 meetings telephonically. All directors were present at each meeting. The Company has no standing audit, nominating, compensation committee, or any other committees of the Board of Directors and, therefore, there were no committee meetings.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the compensation paid or accrued to its executive officers and directors during the past three fiscal years.

Summary Compensation Table

					Long Term		Compensation
	Annual Compensation				Awards		Payouts
					Restricted		LTIP
Name & Principal				Other Annual	Stock	Options	Payout	All Other
Position	Year	Salary	Bonus	Compensation	Awards	/SARs #	($)	Compensation
John R. Rask	2006	$     -0-	$ -0-	$ -0-	$ -0-	--	$ -0-	$ -0-
President, Director	2005	-0-	-0-	-0-	-0-	--	-0-	-0-
	2004	-0-	-0-	-0-	-0-	--	-0-	-0-
John M. Hickey	2006	60,000	-0-	-0-	-0-	--	-0-	-0-
Secretary, Director	2005	60,000	-0-	-0-	-0-	--	-0-	-0-
	2004	60,000	-0-	-0-	-0-	--	-0-	-0-

Employment Agreements with Executive Officers

We have no formal employment agreements with any of our executive officers.

18

Compensation of Directors

We have no arrangements pursuant to which your directors are compensated for any services provided as a director, or for committee participation or special assignments.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set forth above that would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the company or its subsidiaries, or any change in control, or a change in the person's responsibilities following a changing in control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The term "beneficial owner" refers to both the power of investment (the right to buy and sell) and rights of ownership (the right to receive distributions from the company and proceeds from sales of the shares). Inasmuch as these rights or shares may be held by more than one person, each person who has a beneficial ownership interest in shares is deemed the beneficial owners of the same shares because there is shared power of investment or shared rights of ownership.

The following table sets forth as of October 26, 2006, the name and number of shares of the Company's common stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the 98,559,753 issued and outstanding shares of the Company's Common Stock, and the name and share holdings of each director and of all officers and directors as a group.

19

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Common	Robert Gill	2,367,655	2.4%
	1075 Groveland Road
	West Vancouver, B.C. V7S 1Z3
Common	Stephen Golde	150,000	0.2%
	299 South Main Street
	Salt Lake City, Utah 84111
Common	John M. Hickey	3,839,116	3.9%
	1601-1415 West Georgia Street
	Vancouver, B.C. V6G 3C8
Common	John R. Rask	907,825	0.9%
	1909 Monroe Ave.
	Butte, Montana 59701
Common	Network Capital Group	5,500,000	5.6%
	610-800 West Pender Street
	Vancouver, B.C. V6C 2V6
Common	Nevada Holdings, Inc.	5,352,661	5.4%
	610-800 West Pender Street
	Vancouver, B.C. V6C 2V6
Common	All Officers and Directors as a Group:	7,264,596	7.4%
	(4 persons)

¹   Mr. Boyd Grafmyre is the owner of Network Capital Group, Inc. As such, Mr. Grafmyre may be deemed to have voting and/or investment power over the shares held by Network Capital Group, Inc. and therefore may be deemed to be the beneficial owner of those shares.

²Mr. Charles Johnson is the owner of Nevada, Inc. As such, Mr. Johnson may be deemed to have voting and/or investment power over the shares held by Nevada Holdings, Inc. and therefore may be deemed to be the beneficial owner of those shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the 2002 fiscal year the Company made no interest, demand loans to Omega Ventures Group, Inc., of $148,004 as start up costs.. Omega Ventures Group, Inc., is related through common management. The total outstanding balance of demand loans made by the Company totaled $156,072 at June 30, 2006. As of the date of this annual report, the Company has not demanded repayment of these loans.

During the year the Company issued 1,483,636 restricted common shares to John Hickey, for services rendered to the Company. The shares were valued at the current market price of the previous 90 days of each quarter.

On June 30, 2006, the Company had accrued accounts payable to related parties, including officers and directors in the amount of $492,686.

20

ITEM 13. EXHIBITS

Exhibits. The following exhibits are included as part of this report:

Exhibit 21.1 List of Subsidiaries

Exhibit 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Madsen & Associates, CPA’s Inc., served as our independent registered public accounting firm for the years ended June 30, 2006 and 2005, and is expected to serve in that capacity for the current year. Principal accounting fees for professional services rendered for us by Madsen & Associates for the years ended June 30, 2006 and 2005, are summarized as follows:

	2006		2005
Audit	$	14,380	$	15,250
Audit related		-		-
Tax	$	300	$	300
All other		-		-
Total	$	14,680	$	15,550

Audit Fees. Audit fees were for professional services rendered in connection with the Company’s annual financial statement audits and quarterly reviews of financial statements for filing with the Securities and Exchange Commission.

21

Board of Directors Pre-Approval Policies and Procedures. At its regularly scheduled and special meetings, the Board of Directors, in lieu of an established audit committee, considers and pre-approves any audit and non-audit services to be performed by the Company’s independent accountants. The Board of Directors has the authority to grant pre-approvals of non-audit services.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

	APEX RESOURCES GROUP, INC.
Date: November 14, 2006	By:	/s/ John R. Rask
		John R. Rask, President and Director
Date: November 14, 2006	By:	/s/ John M. Hickey
		John M. Hickey, Secretary and Director
Date: November 14, 2006	By:	/s/ Stephen Golde
		Stephen Golde, Director

22

APEX RESOURCES GROUP, INC.

(A Development Stage Entity)

FINANCIAL STATEMENTS

For the year ended June 30, 2006

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2005
Balance Sheets	F-2
Statement of Operations	F-3
Statement of Changes in Stockholder's Equity	F-4
Statement of Cash Flows	F-5
Notes to Financial Statements	F-7

Board of Directors

Apex Resources Group, Inc.

Vancouver, B.C., Canada

Report of Independent Registered Public Accounting Firm

We have audited the accompanying balance sheet of Apex Resources Group, Inc.( a Development Stage Company) as of June 30, 2006 and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended June 30, 2006 and 2005 and for the period January 27, 1984 (date of inception) to June 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material aspects, the financial position of Apex Resources Group, Inc. as of June 30, 2006 and the results of its operations and cash flows for the years ended June 30, 2006 and 2005 and for the period January 27, 1984 (date of inception) to June 30, 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company will need additional working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Madsen & Associates CPA’s, Inc.

October 14, 2006

Salt Lake City, Utah

F - 1

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

	June 30, 2006
CURRENT ASSETS
Cash		6,775
Total Current Assets		6,775
PROPERTY AND EQUIPMENT - net of accumulated
Depreciation		167,005
OTHER ASSETS
Accounts receivable - affiliates		70,210
Oil leases		67,913
Available for sale securities		2,428
Land		92,679
		233,230
Total Assets		407,010
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable		74,718
Note Payable - Land		-
Accounts payable - related parties		807,686
Total Current Liabilities		882,404
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock
400,000,000 shares authorized, at $.001 par value; 92,625,212 issued and outstanding		92,625
Capital in excess of par value		10,983,235
Less stock subscriptions receivable		(2,427,000	)
Deficit accumulated during the development stage		(9,124,254	)
Total Stockholders' (Deficit) Equity		(475,394	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY		407,010

The accompanying notes are an integral part of these financial statements

F - 2

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

	June 30,						Jan. 27, 1984 (date of inception of development stage) to June 30,
	2006			2005			2006
REVENUES
Other non-operating income	$	5,199		$	12,247		$	368,143
EXPENSES
Exploration, development and administrative - Note 7		638,503			731,753			10,664,250
Depreciation		24,000			24,000			172,102
Total operating expenses		662,503			755,753			10,836,352
NET (LOSS) - before other income (expense)		(657,304	)		(743,506	)		(10,468,209	)
Gain on sale of assets		40,993			4,561			1,370,309
Loss on land foreclosure		(1,744	)					(1,744	)
Interest expense		(24,610	)		-			(24,610	)
NET (LOSS)		(642,665	)		(738,945	)		(9,124,254	)
Basic net (loss) per common share	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding		92,625,000			80,154,000

The accompanying notes are an integral part of these financial statements

F - 3

APEX RESOURCES GROUP, INC.

(Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

Period January 27, 1984 (Date of Inception) to June 30, 2006

	Common Stock				Capital in Excess of		Accumulated
	Shares		Amount		Par Value		Deficit
Balance January 27, 1984  (Date of Inception)		-	$	-	$	-	$	-
Issuance of common stock from inception to June 30, 1998		1,610,838		1,611		2,120,660
Net losses from operations for the six years ended June 30, 1989		-		-		-		(38,910	)
Capital contribution - expenses		-		-		752		-
Net losses from operations for the six years ended June 30, 1998		-		-		-		(1,641,468	)
Issuance of common stock for the year ended June 30, 1999		1,943,798		1,944		1,344,079		-
Net loss from operations for the year ended June 30, 1999		-		-		-		(1,607,517	)
Issuance of common stock for the year ended June 30, 2000		3,318,058		3,318		2,948,196		-
Net loss from operations for the year ended June 30, 2000		-		-		-		(1,029,239	)
Issuance of common stock for the year ended June 30, 2001		1,034,500		1,034		778,467		-
Net loss from operations for the year ended June 30, 2001		-		-		-		(807,576	)
Issuance of common stock for services & expenses - August 31, 2001		105,000		105		62,894		-
Net loss from operations for the year ended June 30, 2002		-		-		-		(1,216,953	)
Issuance of common stock for servicesat $.001 - April 14, 2003		6,380,000		6,380		-		-
Issuance of common stock for cash at $.001 - April & June 2003		15,650,000		15,650		-		-
Issuance of common stock for services at $.01 - June 3, 2003		2,500,000		2,500		22,500		-
Issuance of common stock for services at $.05 - June 30, 2003		1,680,000		1,680		82,320		-
Net loss from operations for the year ended June 30, 2003		-		-		-		(652,701	)
Issuance of common stock for purchase of land at $.03 - Nov 17, 2003		300,000		300		8,700		-
Issuance of common stock for payment of debt at $.03 - Nov 25, 2003		7,095,666		7,095		205,774		-
Issuance of common stock for cash at $.02 - Nov 6, 2003		2,500,000		2,500		47,500		-
Issuance of common stock for cash at $.15 to $.04 - Jan & Feb 2004		2,501,820		2,502		49,657		-
Issuance of common stock for cash at $.05 - March 2004		367,665		368		18,014		-
Issuance of common stock for services at $.001 - April 2004		500,000		500		-		-
Issuance of common stock for payment of debt at $.03 - June 2004		2,376,234		2,377		68,910		-
Issuance of common stock for services and expenses$.03 - Nov 2003 & Jun 2004		8,400,000		8,400		243,600		-
Net loss from operations for the year ended June 30, 2004		-		-		-		(748,280	)
Balance June 30, 2004 - audited		58,263,569		58,264		8,002,023		(7,742,644	)
Issuance of common stock for expenses at $.02 - Sept 2, 2004		1,717,785		1,718		30,137		-
Issuance of common stock for payment of debt at $.02 - Sept 2, 2004		311,500		311		7,789		-
Issuance of common stock for expenses and services at $.02 - Sept 24, 2004		2,800,000		2,800		81,200		-
Issuance of common stock for cash and note receivable at $.02 - Sept 27, 2004		5,000,000		5,000		95,000		-
Issuance of common stock for land at $.016 to .02 - Sept 29, 2004		1,100,000		1,100		16,900		-
Issuance of common stock for stock subscriptions receivable at $.05 to $.20 November & December 2004		18,000,000		18,000		2,432,000		-
Issuance of common stock for expenses at $.05 - December 21, 2004		4,392,358		4,392		215,226		-
Issuance of common stock for cash at $.10 - December 2, 2004		100,000		100		9,900		-
Issuance of common stock for payment of debt at $.10 - May 11, 2005		840,000		840		83,160		-
Issuance of common stock for expenses at $.10 - June 15, 2005		100,000		100		9,900		-
Net loss from operations for the year ended June 30, 2005		-		-		-	$	(738,945	)
Balance June 30, 2005 -		92,625,212	$	92,625	$	10,983,235	$	(8,481,589	)
Net loss from operations for the year ended June 30, 2006		-		-		-	$	(642,665	)
Balance June 30, 2006 -		92,625,212	$	92,625	$	10,983,235	$	(9,124,254	)

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

F - 4

APEX RESOURCES GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	June 30,						Jan. 27, 1984 (date of inception of development stage) to June 30,
	2006			2005			2006
Cash flows from operating activities:
Net (loss)	$	(642,665	)	$	(738,945	)	$	(9,124,254	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		24,000			24,000			148,386
Common stock issued for services and expenses		-			345,473			5,322,092
Gain on sale of assets		(40,993	)		-			(1,370,309	)
(Increase) decrease in accounts receivable		85,862			(7,140	)		(70,210	)
Increase (decrease) in liabilities		522,034			468,879			882,404
Net cash used in operating activities	$	(51,762	)	$	92,267		$	(4,211,891	)
Cash flows from investing activities:
Purchase of investments	$	-		$	200		$	(2,428	)
Net proceeds from sale of assets		177,947			-			1,816,106
Purchase of oil & gas leases and mining claims		-			-			(67,913	)
Purchase of property and equipment		-			(221,701	)		(616,225	)
		177,947			(221,501	)		1,129,540
Cash flows from financing activities:
Payment of notes payable	$	(137,917	)	$	-		$	(137,917	)
Proceeds from notes payable		-			-			277,916
Net proceeds from issuance of common stock		-			133,000			2,949,127
-					133,000			3,089,126
Net increase (decrease) in cash and cash equivalents		(11,732	)		3,766			6,775
Cash and cash equivalents, beginning of period		18,507			14,741			-
Cash and cash equivalents, end of period	$	6,775		$	18,507		$	6,775
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

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

F - 5

APEX RESOURCES GROUP, INC.

(Development Stage Company)

STATEMENT OF CASH FLOWS (Continued)

For the Period January 27, 1984 (Date of Inception) to June 30, 2006

SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIES

Issuance of 1,154,073 common shares for assets, services and expenses - from inception to June 30, 1998	$	1,500,765
Issuance of 1,549,875 common shares for assets, services and expenses - for the year ended June 30, 1999		1,157,000
Issuance of 1,242,781 common shares for assets, services and expenses - for the year ended June 30, 2000		1,240,093
Issuance of 784,500 common shares for services and expenses - for the year ended June 30, 2001		629,500
Issuance of 105,000 common shares for services and expenses - for the year ended June 30, 2002		62,999
Issuance of 10,560,000 common shares for services and expenses - for the year ended June 30, 2003		115,380
Issuance of 9,267,655 common shares for services and expenses -for the year ended June 30, 2004		270,882
Issuance of 9,010,143 common shares for assets, services and expenses for the year ended June 30, 2005		345,473

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

F - 6

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2006

1. ORGANIZATION

The Company was incorporated in the State of Utah on January 27, 1984 with authorized capital stock of 50,000,000 shares at a par value of $0.001. On May 17, 1999 the authorized was increased to 100,000,000 shares and on March 3, 2000 the authorized was increased to 400,000,000 shares with the same par value. On March 26, 2003 the name of the Company was changed from “Ambra Resources Group, Inc. to “Apex Resources Group, Inc.”

The company has been in the development stage since inception and has been engaged in the business of the acquisition of mining and oil property interests and other business activities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents.

Property and Equipment

The Company’s property and equipment consists of the following:

Office equipment	145,880
Residential rentals	164,511
Less: Accumulated depreciation	(143,386	)
	167,005

Office equipment is depreciated on the straight line method over five and seven years and the residential rentals are depreciated on the straight line method over forty years.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

F - 7

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2006

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Capitalization of Oil Leases Costs

The Company uses the successful efforts cost method for recording its oil lease interests, which provides for capitalizing the purchase price of the project and the additional costs directly related to proving the properties and amortizing these amounts over the life of the reserve when operations begin or a shorter period if the property is shown to have an impairment in value or expensing the remaining balance if it is proven to be of no value. Expenditures for oil well equipment are capitalized and depreciated over their useful lives.

Environmental Requirements

At the report date environmental requirements related to the mineral claim interests acquired are unknown and therefore an estimate of any future cost cannot be made.

Foreign Currency Translation

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translations is recognized. US dollars are considered to be the functional currency.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due their short term maturities.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

At June 30, 2006, the Company had cumulative net operating losses available for carry forward of $8,900,000. The tax benefit of approximately $3,100,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful as the Company is unable to establish a predictable projection of operating profits for future years.

The net operating loss carryovers began to expire in 2005 and will continue expiring through 2026.

Revenue Recognition

Revenue is recognized on the sale and transfer of properties or services and the receipt other sources of income.

F - 8

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2006

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consists

primarily of cash and account receivables. Cash balances are maintained in accounts that are not federally insured for amounts over $100,000 but are other wise in financial institutions of high credit quality. Accounts receivable are unsecured, however management considers them to be currently collectable.

Reclassifications

Certain reclassifications have been made to the June 30, 2005 financial statements to conform to the current year presentation.

Other Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements to have any

material impact on its financial statements.

3. OIL LEASES - BEAUFORT SEA PROJECT

On June 9, 1997 the Company purchased a 3.745% working interest, for $67,913, in the Beaufort Sea well Esso Pex Home et al Itiyok I-27 consisting of 640 acres and is located at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27, 28, and 37, License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium of companies participated in the drilling, casing, and testing the area to a depth of 12,980 feet. A review of the well data and geological prognosis indicates that the area would contain proven recoverable gas reserves of 108 Bscf and proven recoverable oil reserves of 8,976 MSTB.

The lease is shown at cost, which is considered by management to be its estimated fair value.

The other partners in the project are controlled by Exxon Oil Corporation, however there is no immediate plans to develop the area until a gas pipe line becomes available.

F - 9

APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2006

4. FORECLOSURE ON LAND

During the year ended June 30, 2006, the Company learned that the mortgage holder on the 37 acres of undeveloped land owned by the Company in Woodland Valley Ranch, located in Apache County in northern Arizona and the two undeveloped lots, totaling 73 acres of real property, in Elk Valley Ranch in northern Arizona owned by the Company foreclosed on the mortgages on these lots on September 30, 2005, as a result of the Company’s failure to make the monthly mortgage payments on these properties. As a result, the related asset and liability balances have been removed from the financial statements, with a loss of $1,744 being recorded in the income statement.

5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors and their controlled entities and a consultant have acquired 21% of the outstanding common stock of the Company and have received the restricted common capital stock issued to them.

On June 30, 2006 the Company owed certain shareholders, directors and officers the sum of $350,585.

The Company has made no interest, demand loans to affiliates of $156,072. The affiliations resulted through common officers between the company and its affiliates, and the Company owns 13% of the outstanding stock of one of the affiliates.

6. GOING CONCERN

The company will need additional working capital for its future planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. The management of the Company has developed a strategy, which it believes will accomplish this objective, through additional short term loans, and equity funding, which will enable the Company to operate for the coming year.

F - 10

APEX RESOURCES GROUP, INC.

( Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2006

7. SCHEDULE OF EXPENSES

Following is a summary schedule of the expenses shown in the statement of operations under exploration, development, and administrative.

	June,		June,
Travel	$	36,395	$	64,623
Office expenses		27,168		102,493
Telephone		16,209		29,465
Professional		53,552		36,163
Consultants		439,910		338,907
Promotional		2,380		18,678
Exploration and development - oil and gas		-		69,003
Rent		62,889		72,421
	$	638,503	$	731,753

8. SUBSEQUENT EVENTS

On July 17, 2006 and August 25, 2006, the Company issued 4.4 million and 1.57 million shares of common stock, respectively, to several related party stockholders, in satisfaction of amounts payable by the Company, in the amount of $579,685.

 F - 11