UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10–Q

þ      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

Commission File Number: 001–31593

APOLLO GOLD CORPORATION

5655 South Yosemite St., Suite 200
Greenwood Village, Colorado 80111-3220
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (720) 886–9656

Indicate by check mark 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 þ      No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12–b2 of the Exchange Act).

Yes þ      No o

At May 6, 2005, there were 96,206,449 common shares of Apollo Gold Corporation outstanding.

TABLE OF CONTENTS

STATEMENTS REGARDING FORWARD LOOKING INFORMATION

     This report contains forward–looking statements within the meaning of Section 21e of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes,” or similar language. These forward–looking statements involve risks, uncertainties and other factors. All forward–looking statements included in this document are based on information available to us on the date hereof and speak only as of the date hereof. The factors discussed under “Risk Factors” in our Annual Report on Form 10–K for the year ended December 31, 2004 (the “Annual Report”) are among those factors that, in some cases, have affected our results and could cause the actual results to differ materially from those projected in the forward–looking statements.

ACCOUNTING PRINCIPLES, REPORTING CURRENCY AND OTHER INFORMATION

     Apollo Gold Corporation prepares its consolidated financial statements in accordance with accounting principles generally accepted in Canada and publishes its financial statements in United States dollars. This Quarterly Report on Form 10–Q should be read in conjunction with our consolidated financial statements and related notes included in this quarterly report, as well as our annual financial statements for the fiscal year ended December 31, 2004 included in our Annual Report on Form 10-K.

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Certain classifications have been made to the prior period financial statements to conform with the current period presentation.

     Unless stated otherwise, all dollar amounts are expressed in United States dollars.

     References to “we,” “our,” “us,” the “Company” or “Apollo” mean Apollo Gold Corporation and its consolidated subsidiaries, or to any one or more of them, as the context requires.

NON–GAAP FINANCIAL INFORMATION

     The cash operating, total cash and total production costs are non – GAAP financial measures and are used by management to assess performance of individual operations as well as a comparison to other gold producers. We have included cash operating costs information to provide investors with information about the cost structure of our mining operations.

     The term “cash operating costs” is used on a per ounce of gold basis. Cash operating costs per ounce is equivalent to direct operating expense, less production royalties and mining taxes but includes by–product credits for payable silver, lead and zinc.

     The term “total cash costs” is inclusive of the above with the addition of production royalties and mining taxes.

     The term “total production costs” includes all total cash costs with the addition of the non–cash portion of the costs including depreciation and amortization.

     This information differs from measures of performance determined in accordance with generally accepted accounting principles (GAAP) in Canada and the United States and should not be considered in isolation or a substitute for measures of performance prepared in accordance with GAAP. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP and may not be comparable to similarly titled measures of other companies. See Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of these non-GAAP measures to our Statements of Operations.

   FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     These consolidated financial statements should be read in conjunction with the financial statements, accompanying notes and other relevant information included in the Company’s Annual Report on Form 10–K for the year ended December 31, 2004 filed with the Securities and Exchange Commission on March 16, 2005.

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APOLLO GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS
(in thousands of United States Dollars)

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

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APOLLO GOLD CORPORATION

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

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APOLLO GOLD CORPORATION

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

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APOLLO GOLD CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands of United States Dollars)
(unaudited)

     During the three months ended March 31, 2004, property, plant and equipment totaling $340,000 was acquired under a capital lease arrangement.

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

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1.	CONTINUING OPERATIONS
	These consolidated financial statements are prepared on the basis of a going concern which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. To date, Apollo has funded its operations primarily through issuances of debt and equity securities. The Company’s ability to continue as a going concern is dependent on its ability to successfully operate the Montana Tunnels Mine and Florida Canyon Mine (including the Standard Mine), to generate cash flow for the remainder of 2005, and to raise additional funds from planned sales of spare mining equipment. We expect that these activities, in the aggregate will be sufficient to fund the operations for the remainder of 2005. External financing will be required to develop the Black Fox project. The availability, amount and timing of this financing is not certain at this time.
2.	NATURE OF OPERATIONS
	Apollo Gold Corporation (“Apollo” or the “Company”) is engaged in gold mining including extraction, processing, refining and the production of other by-product metals, as well as related activities including exploration and development. The Company currently owns and operates the Florida Canyon Mine, an open pit heap leach operation located in the State of Nevada; and the Montana Tunnels Mine, an open pit mine and mill, producing gold doré and lead-gold and zinc-gold concentrates located in the State of Montana. The Company also owns the Standard Mine which is situated 8 kms south of the Florida Canyon Mine. The Standard Mine shares common facilities, such as warehousing, administration and the gold recovery plant, with the Florida Canyon Mine. Standard is an open pit heap leach operation which was developed during 2004 and the first quarter 2005, pouring its first ounce of gold in December 2004 and is expected to be in commercial production in the second quarter 2005. The Company also owns the Diamond Hill Mine, currently under care and maintenance, also located in the State of Montana.
	Apollo has a development property, the Black Fox Project, which is located in the Province of Ontario near the Township of Matheson. Apollo has four exploration properties located near the Florida Canyon Mine. Apollo also has rights to acquire up to an 80% interest in the Huizopa project located in the Sierra Madre gold belt in Mexico.
3.	ACCOUNTING POLICIES
	These consolidated interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and except as described in Note 8, conform in all material respects with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting policies followed in preparing these financial statements are those used by the Company as set out in the audited financial statements for the year ended December 31, 2004. Certain information and note disclosure normally included in consolidated financial statements prepared in accordance with Canadian GAAP have been omitted. These interim financial statements should be read together with the Company’s audited financial statements for the year ended December 31, 2004.
	In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. Interim results are not necessarily indicative of the results expected for the fiscal year.

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3.	ACCOUNTING POLICIES (Continued)
	Certain of the comparative figures have been reclassified to conform with the current period presentation.
4.	SHARE CAPITAL

	(a)	On January 7, 2005, the Company completed the second tranche of a private placement of 4,199,998 units with a purchase price of $0.75 for net proceeds of $2.8 million, net of expenses $0.3 million and fair value of broker’s compensation warrants of $0.2 million. Each unit is comprised of one common share of the Company and 0.75 share purchase warrant, with each whole share purchase warrant exercisable into one common share of the Company for two years at an exercise price of $1.00 per share. In connection with this offering, 420,000 broker’s compensation warrants were issued.
	(b)	Warrants
		The following summarizes outstanding warrants as at March 31, 2005:

In addition, 1,250,000 compensation warrants are outstanding. Each compensation warrant is exercisable at $0.75 into one common share of the Company and 0.75 share purchase warrants, with each whole share purchase warrant exercisable into one common share of the Company at $1.00 per common share. The compensation warrants are immediately exercisable and expire on January 7, 2007. The share purchase warrants are exercisable for two years from the date of issuance.

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4.	SHARE CAPITAL (Continued)

	(c)	Options
		A summary of information concerning outstanding stock options at March 31, 2005 is as follows:

	(i)	Fixed stock option plan
		The following table summarizes information concerning outstanding and exercisable fixed stock options at March 31, 2005:

	(ii)	Performance-based stock option plan
		As at March 31, 2005, the 1,904,756 performance-based stock options were fully vested and have an expiry date of June 25, 2007.

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4.	SHARE CAPITAL (Continued)

	(d)	Stock-based compensation
		The fair value of each option granted is estimated at the time of grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows:

5.	INCOME TAXES
	The Company did not record a recovery for income taxes for the period ended March 31, 2005 as the net loss carry forwards are fully offset by a valuation allowance.
6.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
	Commodity contracts
	The Company entered into commodity contracts, with Standard Bank London Limited, for gold in the aggregate amount of 100,000 ounces involving the use of combinations of put and call options. As of March 31, 2005 there were 4,000 ounces remaining on these contracts. The remaining 4,000 ounces were completed on April 25, 2005. The contracts gave the holder the right to buy, and the Company the right to sell, stipulated amounts of gold with a put option strike price of $295 per ounce and a call option strike price of $345 per ounce. As at March 31, 2005, the fair value of the contracts was a loss of approximately $0.3 million (December 31, 2004 – $1.5 million).

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6.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
	Commodity contracts (continued)
	The Company incorrectly accounted for the above commodity contracts with Standard Bank London Limited as hedges during each of the quarters ended March 31, June 30 and September 30, 2004. Quarterly losses for 2004 have been restated to reflect the correct accounting treatment for these commodity contracts. The previously reported and restated information as at and for the three month period ended March 31, 2004 is disclosed below:

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7.	SEGMENTED INFORMATION
	Apollo operates the Montana Tunnels, Florida Canyon Mines and the new Standard Mine in the United States and the Black Fox development project in Canada. As the products and services of the Company’s largest segments, Montana Tunnels and Florida Canyon, are essentially the same, the reportable segments have been determined at the level where decisions are made on the allocation of resources and capital and where performance is measured. The accounting policies for these segments are the same as those followed by the Company as a whole. Financial information for Florida Canyon and the Standard Mine is combined since they share common facilities, such as warehousing, administration and the gold recovery plant. Mining activities at Florida Canyon were temporarily suspended on March 1, 2005, although gold production continues from the leach pad. A decision on resumption of mining will be made later in 2005.
	The Standard mine is in the development stage and is expected to be in commercial production in the second quarter 2005. The revenue from gold production in the first quarter 2005 was credited to the capital cost of development.
	Amounts as at March 31, 2005 are as follows:

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7.	SEGMENTED INFORMATION (Continued)
	Amounts as at December 31, 2004 are as follows:

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7.	SEGMENTED INFORMATION (Continued)
	Amounts for the three month periods ended March 31, 2005 and 2004, respectively, are as follows:

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7.	SEGMENTED INFORMATION (Continued)

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8.	DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP
	The Company prepares its consolidated financial statements in accordance with Canadian GAAP. The following adjustments and/or additional disclosures would be required in order to present the financial statements in accordance with U.S. GAAP and with practices prescribed by the United States Securities and Exchange Commission for the three month periods ended March 31, 2005 and 2004.
	Material variances between financial statement items under Canadian GAAP and the amounts determined under U.S. GAAP are as follows:

Consolidated Balance Sheet
March 31, 2005

Consolidated Balance Sheet
December 31, 2004