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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

EXCHANGE ACT OF 1934  

For the Quarterly Period Ended March 31, 2008

OR

[ X  ]  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:      000-11695

APEX RESOURCES GROUP, INC.

(Exact name of registrant as specified in its charter)

UTAH		87-0403828
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1909 Monroe Avenue, Butte, MT		59701
(Address of principal executive offices)		(Zip Code)

406-723-5647

(Issuer's telephone number, including area code)

Indicate by check mark 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 at least the past 90 days.  Yes    [X]     No   [   ]     

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    [  ]     No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange:

Large accelerated filer [   ]	Accelerated filer                  [   ]
Non-accelerated filer   [   ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.)  

Yes    [   ]     No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   At June 22, 2011, 175,681,870 shares of the Company’s common stock were outstanding.

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APEX RESOURCES GROUP, INC.

FORM 10-Q

For the Quarter Ended March 31, 2008

TABLE OF CONTENTS

PART I.

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ITEM 1.  FINANCIAL INFORMATION

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

8

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

9

ITEM 4.  CONTROLS AND PROCEDURES

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PART II

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ITEM 1.

LEGAL PROCEEDINGS

10

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

10

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

10

ITEM 4.

REMOVED AND RESERVED

10

ITEM 5.

OTHER INFORMATION

10

ITEM 6.

EXHIBITS

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PART I.

ITEM 1.  FINANCIAL INFORMATION

APEX RESOURCES GROUP, INC.
(A Development Stage Company)
Balance Sheets
							(Unaudited)
							March 31,		June 30,
							2008		2007
ASSETS
CURRENT ASSETS
	Cash					$	30,432	$	33,048
	Accounts receivable						-		-
	Accounts receivable - related party						8,999		-
		Total Current Assets					39,431		33,048
PROPERTY AND EQUIPMENT - Net of accumulated depreciation
		of  $46,857					-		99,023
OTHER ASSETS
	Oil Leases						67,913		67,913
	Investment in securities available for sale						89,173		111,467
	Land						-		34,352
		Total Assets				$	196,517	$	345,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable						$	80,472	$	59,199
	Note payable - related party						47,006		60,000
	Notes payable						33,201		-
		Total Current Liabilities					160,679		119,199
STOCKHOLDERS' EQUITY
	Common stock, $.001 par value, 400,000,000 shares authorized
		120,681,780 shares issued and outstanding,					120,682		120,682
	Additional paid-in capital						9,698,592		9,505,281
	Stock subscriptions receivable						-		(54,209)
	Accumulated other comprehensive income						27,822		50,116
Deficit accumulated during the development stage							(9,811,258)		(9,395,266)
		Total Stockholders’ Equity					35,838		226,604
		Total Liabilities and Stockholders' Equity				$	196,517	$	345,803
The accompanying notes are an integral part of these financial statements.

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APEX RESOURCES GROUP, INC.
(A Development Stage Company)
Statements of Expenses
(Unaudited)
										From Inception
										(Jan 27, 1984)
		Three Months Ended				Nine Months Ended				Through
		March 31,				March 31,				March 31,
		2008		2007		2008		2007		2008
REVENUES	$	-	$	318	$	-	$	968	$	369,232
OPERATING EXPENSES
Exploration, development, and
administrative		50,552		124,511		164,034		318,657		11,216,689
Stock based compensation		-		-		247,520		-		247,520
Depreciation		-		6,000		-		16,656		194,262
Total operating expenses		50,552		130,511		411,554		335,313		11,658,471
OPERATING LOSS		(50,552)		(130,193)		(411,554)		(334,345)		(11,289,239)
OTHER INCOME (LOSS)
Gain on sale of assets		-		-		94,585		141,636		1,606,530
Loss on land foreclosure		-		-		-		-		(1,744)
Loss on disposal of office equipment		-		-		(99,023)		-		(99,023)
Interest expense		-		(1,840)		-		(3,172)		(27,782)
NET LOSS		(50,552)		(132,033)		(415,992)		(195,881)		(9,811,258)
OTHER COMPREHENSIVE GAIN
Unrealized gain in investments
available for sale		(245,227)		-		(22,294)		-		27,822
COMPREHENSIVE GAIN (LOSS)	$	(295,779)	$	-	$	(438,286)	$	(195,881)	$	(9,783,436)
Weighted average number of shares		120,681,870		114,015,203		120,681,870		107,901,198
Basic and diluted net gain (loss)
per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
The accompanying notes are an integral part of these financial statements.

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APEX RESOURCES GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
										From Inception
										(Jan 27, 1984)
						Nine Months Ended				Through
						March 31,				March 31,
						2008		2007		2008
Cash Flows From Operating Activities
	Net Loss				$	(415,992)	$	(195,881)	$	(9,811,258)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Depreciation				-		16,656		170,546
		Gain on sale of assets				(99,457)		(141,636)		(1,611,402)
		Loss on disposal of office equipment				99,023		-		99,023
		Common stock issued for services and expenses				-		-		5,322,092
		Stock based compensation				247,520		-		247,520
	Changes in operating assets and liabilities:									-
		Increase in accounts receivable				-		20,331		(58,923)
		Increase in accounts receivable - related party				(8,999)		-		(8,999)
		Increase in accounts payable				21,273		56,394		842,020
		Decrease in notes payable - related party				(12,994)		-		(12,994)
			Total Cash Used For Operating Activities			(169,626)		(244,136)		(4,822,375)
Cash Flows From Investing Activities
	Purchase of investments					-		-		(2,428)
	Proceeds from sale of assets					133,809		247,131		2,197,046
	Purchase of oil and gas leases and mining claims					-		-		(67,913)
	Purchase of property and equipment					-		-		(616,225)
			Total Cash Provided by Financing Activities			133,809		247,131		1,510,480
Cash Flows From Financing Activities
	Payments on notes payable					-		-		(137,917)
	Proceeds from notes payable					33,201		-		311,117
	Net proceeds from issuance of common stock					-		-		3,169,127
			Total Cash Provided by Financing Activities			33,201		-		3,342,327
			Net Increase (Decrease) in Cash and Cash Equivalents			(2,616)		2,995		30,432
			Cash and Cash Equivalents at Beginning of Period			33,048		6,775		-
			Cash and Cash Equivalents at End of Period		$	30,432	$	9,770	$	30,432
Supplemental Disclosure of Cash Flow Information
		Interest paid			$	-	$	-	$	-
		Income taxes paid			$	-	$	-	$	-
Non cash transactions
		Other comprehensive loss			$	(245,227)	$	-		27,822
		Cancellation of stock subscriptions receivable			$	54,209	$	-		654,312
		Issuance of 23,124,587 common shares for assets,
			services, and expenses		$	-	$	-	$	5,322,092
		Issuance of 18,056,658 common shares for payment
			of accounts payable		$	-	$	-	$	345,473
		Issuance of common stock for stock subscriptions			$	-	$	-	$	(2,450,000)
		Securities received for payment of receivable			$	-	$	-	$	58,923
The accompanying notes are an integral part of these financial statements.

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APEX RESOURCES GROUP, INC.

(Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The unaudited financial statements of Apex Resources Group, Inc. (“The Company”) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended June 30, 2007.

The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ended June 30, 2008.

NOTE 2 – GOING CONCERN

During the quarter ended March 31, 2008, the Company incurred a net loss of $50,552, and had a negative working capital balance of $121,248, and negative cash flow from operations of $169,626. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company plans to generate cash for basic operational activities through the possible continued sale of assets; the possible sale of common stock; or the issuance of debt instruments to related parties. There can be no assurance that these proposed cash generating activities will be successful.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

Some of the statements contained in this Current Report that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Current Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·

our ability to raise capital when needed and on acceptable terms and conditions;

·

our ability to attract and retain management, and to integrate and maintain technical information and management information systems; and

·

general economic conditions.

All written and oral forward-looking statements made in connection with this Current Report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. 

Revenues

During the quarter ended March 31, 2008, the Company had no revenues.

Expenses

The net loss for the quarter was entirely attributable to general operating expenses of $50,552. This compares to general operating expenses of $130,511 for the quarter ended March 31, 2007. The Company had an unrealized loss of $245,227 in regard to investments available for sale for the quarter ended March 31, 2008.

Liquidity and Capital Resources

As of March 31, 2008, the Company had current assets of $39,431 and current liabilities of $160,679, for a working capital deficiency of $121,248. Included in current assets was a cash balance of $30,432. In order to meet financial obligations on an ongoing basis, the Company will need to raise cash through the sale of common stock; sale of assets; or increase of debt instruments.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Inflation

It is our opinion that inflation has not had a material effect on our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, 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. The design of any system of controls is 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.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations

Our management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, 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 our 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. Controls can also

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be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II

ITEM 1.

LEGAL PROCEEDINGS

None

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

REMOVED AND RESERVED

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

Exhibit Number	Description of Document
31.1	Certification of Chief Executive Office and Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APEX RESOURCES GROUP, INC.

(Registrant)

Date:  June 22, 2011

           /s/ John Rask

By:________________________________

John Rask

President, Principal Executive Officer,

Chief Financial Officer, Principal Accounting Officer,

Secretary, Treasurer and a member of the

Board of Directors

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