UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2009

AMEREX GROUP, INC.

(Exact name of registrant as specified in its charter)

Oklahoma		000-13118		20-4898182
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

1105 N. Peoria Avenue, Tulsa, Oklahoma 74106

(Address of principal executive offices) (Zip Code)

Copies to:

Gregory Sichenzia, Esq.

Andrew Smith, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Phone: (212) 930-9700

Fax: (212) 930-9725

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2009, Stephen K. Onody, John J. Smith and Robert Roever, being all of the directors of Amerex Group, Inc. (the “Company”) resigned their positions as directors of the Company, based upon their perceived inability to provide any further assistance to the Company as directors. Mr. Onody has indicated that he will remain as the Company’s Interim CEO “for purposes of continuing or winding-up the business of the Company, as the Company’s finances, resources, creditors and applicable regulatory authorities, including the Internal Revenue Service, dictate or permit”.

Item 9.01 Exhibits.

(d)

None

SIGNATURES

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

		AMEREX GROUP, INC.

Dated: July 29, 2009	By:	/s/ Stephen K. Onody
		Name: Stephen K. Onody
		Title: President, Interim Chief Executive Officer

AMEREX GROUP, INC. 8-K