Banny Cosmic International Holdings, Inc - FORM 10-K

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Banny Cosmic International Holdings, Inc	ex32x1.htm
EX-31.1 - EXHIBIT 31.1 - Banny Cosmic International Holdings, Inc	ex31x1.htm
EX-31.2 - EXHIBIT 31.2 - Banny Cosmic International Holdings, Inc	ex31x2.htm
EX-32.2 - EXHIBIT 32.2 - Banny Cosmic International Holdings, Inc	ex32x2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

(Mark One)


x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2010 OR

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

Commission file number: 000-27791

Apolo Gold & Energy Inc.

(Exact name of small business issuer in its charter)


Nevada		98-0412805

State or other jurisdiction of		I.R.S. Employer Identification No.
incorporation or organization


#12-1900 Indian River Cr
North Vancouver, British Columbia			V7G 2R1

(Address of principal executive offices)			(Zip Code)

Issuer’s telephone number: 604-970-0901

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, 0.001 par value

(Title of class)

Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes x No o

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x No o

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 o No o

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

State issuer’s revenues for most recent fiscal year: Nil

State the aggregate market value of the voting and non-voting common equity held by non-affiliates 75,350,396 shares) based on the average bid and asked price as of December 31, 2009 being $0.01 per share: $753,504.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 97,653,729 shares of Common Stock as of October 4, 2010.

Documents Incorporated by Reference: None

NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes “forward-looking statements,” including without limitation statements containing the words “believes,” “anticipates,” “intends,” “expects” and words of similar import, as well as all projections of future results. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, but are not limited to the following: the Company’s lack of an operating history, the Company’s minimal level of revenues and unpredictability of future revenues; the Company’s future capital requirements to develop additional property within the defined claim; the risks associated with rapidly changing technology; the risks associated with governmental regulations and legal uncertainties; and the other risks and uncertainties described under “Description of Business - Risk Factors” in this Form 10-KSB. Certain of the Forward-looking statements contained in this annual report are identified with cross-references to this section and/or to specific risks identified under “Description of Business - Risk Factors”.

PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

History

Apolo Gold & Energy Inc, (the Company) was incorporated in March 1997 under the laws of the State of Nevada as Apolo Gold Inc., for the purpose of financing and operating precious metals concessions. In May 2005, the Company amended its articles of incorporation to change the name of the Company to Apolo Gold & Energy Inc.

After incorporation in 1997 the Company focused on precious metals opportunities in Latin and South America. Shortly thereafter the Company formed a subsidiary, Compania Minera Apologold, C.A. a corporation, and on May 18, 1999 the Venezuela subsidiary entered into an agreement with Empresa Proyectos Mineros Goldma, C.A. in Caracas Venezuela, to acquire the diamond and gold mining concession in Southern Venezuela known as Codsa 13, located in the Gran Sabana Autonomous Municipality, State of Bolivar, Venezuela. This project was subsequently cancelled in August 2001 because of poor testing results. The subsidiary company in Venezuela has been dormant since 2001 and will not be reactivated.

On April 16, 2002, the Company executed an agreement with Pt. Metro Astatama, of Jakarta, Indonesia, for the mining rights to a property known as Nepal Umbar Picung (“NUP”), which is located west of Bandar Lampung, on the island of Sumatra, Indonesia. NUP has a KP, Number KW. 098PP325, which is a mineral tenement license for both Exploration and Exploitation. All KP’s must be held by an Indonesian entity.

The “NUP” is 733.9 hectares in size and Apolo had an 80% interest. These claims are owned privately by citizens of Indonesia and are not crown granted claims. Apolo was entitled to recover all of its development costs on the “NUP” including property payments before the partner with 20% can participate.

The total purchase price for “NUP” was $375,000, of which payments amounting to $250,000 had been made. After various exploration programs including different drilling programs failed to yield sufficient positive results, the Company discussed various options with the property owner and decided to terminate its agreement with the NUP property and return all exploration rights to the property owners.

The Company’s office is in North Vancouver B.C.at #12-1900 Indian River Cr. V7G 2R1.

Government Regulation

The Company was aware of environmental requirements in the operation of a concession. The Company is comfortable with the requirements and regulations and will abide by them.

Item 1A Risk Factors

1. The Company has no record of earnings. It is also subject to all the risks inherent in a developing business enterprise including lack of cash flow, and no assurance of recovery of precious metals.

2. The Company’s success and possible growth will depend on its ability to develop or acquire new business operations.

3. Liquidity and need for additional financing is a concern for the Company. At the present time, the Company does not have sufficient cash to finance its operations. The Company is dependent on the ability of its management team to obtain the necessary working capital to operate successfully. There is no assurance that the Company will be able to obtain additional capital as required or if the capital is available, to obtain it on terms favorable to the Company. The Company may suffer from a lack of liquidity in the future that could impair its production efforts and adversely affect its results of operations.

4. Competition is more in the area of ability to sell at world prices that the Company cannot control, and the Company competes for access to the world markets with its products.

5. The Company is wholly dependent at the present upon the personal efforts and abilities of its Officers and Directors, who exercise control over the day-to-day affairs of the Company.

6. There are currently 97,653,729 common shares outstanding at October 2, 2010 out of a total authorized capital of 200,000,000 shares. The Board of Directors has the power to issue such shares, subject to Shareholder approval, in some instances.

7. There are no dividends anticipated by the Company.

Company’s Office

The Company’s office is at #12-1900 Indian River Cr. North Vancouver, BC, Canada V7G 2R1. Its telephone number is 604-970-0901.

ITEM 2 - Description of Property

Location and Title

The Company currently has no exploration properties, having terminated its exploration Agreement on the NUP property in Indonesia.

ITEM 3 - Legal Proceedings

The Company is not a party to any pending or threatened litigation and to its knowledge, no action, suit or proceedings has been threatened against its officers and its directors.

ITEM 4 – Removed and Reserved

PART II

ITEM 5 - Market for Common Equity and Related Stockholder Matters

The Company’s common stock has been quoted on the National Association of Securities Dealers’ Over-the-Counter market since May 17,2000. There is no other public trading market for the Company’s equity securities.

The following table summarizes trading in the Company’s common stock, as provided by quotations published by the OTC Bulletin Board for the periods as indicated. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission, and may not represent actual transactions.


Quarter Ended	High Bid			Low Bid

Sept 30, 2009		$	0.02		$	0.02
Dec 31, 2009		$	0.01		$	0.01
March 31, 2010		$	0.01		$	0.01
June 30, 2010		$	0.02		$	0.02

As of October 2, 2010, there were 60 holders of record of the Company’s common stock. That does not include the number of beneficial holders whose stock is held in the name of broker-dealers or banks.

The Company has not paid, and, in the foreseeable future, the Company does not intend to pay any dividends.

Equity Compensation Plan Information

The Company had outstanding options from previous plans adopted.

In August, 2000, Stock Option Plan #1 was created for a total of 5,000,000 shares. Mr. Dinning, a director, had 700,000 stock options, but has cancelled these options. A former director, held 300,000 which have now expired.

In May, 2002, Stock Option Plan #2 was created for 5,000,000 shares. There were 100,000 options outstanding to a former director which have now expired.

In December, 2002, Stock Option Plan #3 was created for 7,500,000 shares and all were exercised.

In September, 2003, Stock Option Plan #4 was created for 10,000,000 shares which were all exercised.

In June, 2004, Stock Option Plan #5 was created for 5,000,000 shares. Only 1,000,000 options remained outstanding and these have been cancelled by the holder, Mr. Dinning.

In May, 2005, Stock Option Plan #6 was approved by shareholders at a general Shareholders’ meeting who also approved the issuance of 2,000,000 stock options to Mr. Dinning at $0.08 per share. These options have been cancelled by Mr. Dinning.

In May 2006, Stock Option Plan #7 was created for 8,000,000 shares. There were options outstanding to Mr. Dinning for 600,000 shares and Mr. Bojtos for 1,000,000. These options were cancelled and none are outstanding.

The Board of Directors by resolution cancelled all options outstanding as they were to directors only. All previous options outstanding to others had expired.

ITEM 6 SELECTED FINANCIAL DATA

As a smaller business issuer, the Company is not required to include this Item.

ITEM 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation

General Overview

Apolo Gold & Energy Inc. (“Company”) was incorporated in March 1997 under the laws of the State of Nevada. Its objective was to pursue mineral properties in South America, Central America, North America and Asia. The Company incorporated a subsidiary - Compania Minera Apologold, C.A in Venezuela to develop a gold/diamond mining concession in Southeastern Venezuela. Project was terminated in August 2001, due to poor testing results and the property abandoned. This subsidiary company has been inactive since 2001 and will not be reactivated.

On April 16, 2002, the Company announced the acquisition of the mining rights to a property known as the Napal Gold Property, (“NUP”). This property is located 48 km south-west of Bandar Lampung, Sumatra, Indonesia. The property consisted of 733.9 hectares and possessed a Production Permit (a KP) # KW. 098PP325.

The terms of the Napal Gold Property called for a total payment of $375,000 US over a six-year period of which a total of $250,000 have been made to date. Company paid $250,000 over the past 5 years and subsequent to the year ending June 30, 2008 the Company terminated its agreement on the NUP property and returned all exploration rights to the owner.

The Company continues to pursue opportunities in the natural resource industry and will consider the acquisition of any other business opportunity in order to enhance its value.

Results of Operations - Period July 01, 2009 to June 30, 2010 REVENUES: The Company had no revenues in the past fiscal year.

EXPENSES:

During the fiscal year ending June 30, 2010 and June 30, 2009, the Company had no exploration costs. Total expenses for the year declined to $32,677 compared to $176,003 in the year ending June 30, 2009. Consulting and professional fees amounted to $16,568 compared to $158,288 in the year ending June 30, 2009.

General and administrative expenses for the year amounted to $16,111 compared to $17,715 in the year ending June 30, 2009.

During the year ending June 30, 2009, certain exploration costs previously billed to it regarding its cancelled Beowawe project in Nevada amounting to $113,520 were forgiven by the debt holder and accordingly this recovery is reflected in Other Income. Net loss for the year amounted to $32,677 compared to $62,485 in the year ending June 30, 2009.

There was no stock compensation charges in either 2010 or 2009.

Expenses for the year related primarily to evaluation of options available re the seeking out of other business opportunities in the resource Industry and related businesses within the resource sector.

The Company continues to carefully control its expenses, and intends to seek additional financing both for potential business opportunities it may develop. There is no assurance that the Company will be successful in its attempts to raise additional capital.

The Company has no employees in its head office at the present time other than it's Officers and Directors, and engages personnel through consulting agreements where necessary as well as outside attorneys, accountants and technical consultants.

Cash on hand at June 30, 2010 was $ 434 compared to $ 42 in 2009 and the Company recognizes it may not have sufficient funds to conduct its affairs. It fully intends to seek financing by way of loans, private placements or a combination of both in the coming months. The Company is dependent on its directors to provide necessary funding when required.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its development to date by way of sale of common stock and with loans from shareholders of the Company.

At October 2, 2010, the Company had 97,653,729 shares of common stock outstanding, and has raised total capital since inception of approximately $7,400,000.

During the year, the Company arranged for loans from its directors of $31,828 and did not raise funds from any other source. These loans allowed the Company to continue its operations, pay its professional fees, and seek out business opportunities.

Accounts payable at June 30, 2010 increased to $31,857 compared to $30,616 at June 30, 2009. The accounts payable at June 30, 2010 include amounts owing for professional fees, and sundry amounts owing to former suppliers.

Amounts due to Related Parties of $115,066 at June 30, 2010 vs.$83,239 at June 30, 2009 are due to current officers and directors of the Company regarding cash advances to the company..

INFLATION

Inflation has not been a factor during the fiscal year ending June 30, 2009. While inflationary forces are showing some signs of increasing in the next year, it is not considered a factor in capital expenditures or production activities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company does not have any market risk sensitive financial instruments for trading or other purposes. All Company cash is held in insured deposit accounts.

Item 8. Financial Statements and Supplementary Data.

I. Vellmer Inc.
Chartered Accountant*
		721 – 602 W. Hastings Street
		Vancouver, B.C., V6B 1P2

		Tel:	604-687-3773
		Fax:	604-687-3778
		E-mail:	vellmer@i-vellmer.ca
	*denotes an incorporated professional

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Apolo Gold & Energy Inc.

I have audited the accompanying balance sheets of Apolo Gold & Energy Inc. (an Exploration Stage Company) as of June 30, 2010 and 2009 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended June 30, 2010 and 2009 and for the period from April 16, 2002 (date of inception of the exploration stage) to June 30, 2010. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I 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 and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2010 and 2009 and the results of its operations and its cash flows for the year ended June 30, 2010 and 2009 and for the period from April 16, 2002 (date of inception of the exploration stage) to June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is an exploration stage company and has incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada /s/ “I Vellmer Inc.”

September 28, 2010 Chartered Accountant

APOLO GOLD & ENERGY INC.

(An Exploration Stage Company)

BALANCE SHEETS




	June 30,			June 30,
ASSETS	2010			2009
CURRENT ASSETS
Cash	$	434		$	42

TOTAL ASSETS	$	434		$	42

LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	31,857		$	30,616
Loans payable, related parties (Note 5)		115,066			83,238
Total Current Liabilities		146,923			113,854

COMMITMENTS AND CONTINGENCIES (Note 10)		-			-

STOCKHOLDERS' DEFICIT
Common stock, 200,000,000 shares authorized, $0.001
par value; 97,653,729 and 97,653,729 shares
issued and outstanding, respectively (Note 7)		97,654			97,654
Additional paid-in capital		7,305,674			7,305,674
Accumulated deficit prior to exploration stage		(1,862,852	)		(1,862,852	)
Deficit accumulated during exploration stage		(5,686,964	)		(5,654,287	)

TOTAL STOCKHOLDERS' DEFICIT		(146,488	)		(113,811	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	434		$	42

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

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS


							Period from
							April 16, 2002
							(Inception of
	Year Ended			Year Ended			Exploration Stage)
	June 30,			June 30,			Through
	2010			2009			June 30, 2010

REVENUES	$	-		$	-		$	-

EXPENSES
Consulting and professional fees		16,568			158,288			1,825,212
Exploration costs		-			-			2,449,248
Stock compensation expense		-			-			381,340
General and administrative expenses		16,109			17,715			997,599
TOTAL EXPENSES		32,677			176,003			5,653,399

LOSS FROM OPERATIONS		(32,677	)		(176,003	)		(5,653,399	)

OTHER INCOME (EXPENSE)
Loss on sale of mining equipment		-			-			(177,193	)
Gain on settlement of debt		-			113,520			142,442
Other income		-			-			1,186
		-			113,520			(33,565	)


LOSS BEFORE INCOME TAXES		(32,677	)		(62,483	)		(5,686,964	)

INCOME TAXES		-			-			-

NET LOSS	$	(32,677	)	$	(62,483	)	$	(5,686,964	)


NET LOSS PER SHARE, BASIC AND DILUTED:	$	(0.00	)	$	(0.00	)


WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED:		97,653,729			82,137,189

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

APOLO GOLD & ENERGY INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS


							Period from
							April 16, 2002
							(Inception of
	Year Ended						Exploration Stage)
	June 30,						Through
	2010			2009			June 30, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(32,677	)	$	(62,285	)	$	(5,686,964	)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation		-			-			95,176
Loss on sale of mining equipment		-			-			177,193
Options exercised for services		-			-			276,691
Gain on settlement of debt		-			(113,520	)		(142,442	)
Stock issued for current debt		-			-			470,041
Stock issued for officer's wages and services		-			-			252,700
Stock issued for professional services (Note 7)		-			25,000			272,060
Stock issued for exploration costs		-			-			711,000
Stock options granted		-			-			381,340
Expenses paid on behalf of Company		-			-			42,610
Decrease (increase) in:
Accounts payable		1,241			(35,876	)		265,518
Accrued expenses		-			-			(5,807	)
Accrued payables, related parties		-			180,920			387,633
Net cash (used) by operating activities		(31,436	)		(5,761	)		(2,503,251	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		-			-			(95,174	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from related party loans		31,828			-			89,561
Proceeds from borrowings		-			-			84,937
Proceed from subscription receivable		-			-			25,000
Proceeds from sale of common stock		-			-			2,397,835
Net cash provided by financing activities		31,828			-			2,597,333


NET INCREASE (DECREASE) IN CASH		392			(5,761	)		(1,062	)

Cash, beginning of period		42			5,803			1,496

Cash, end of period	$	434		$	42		$	434


SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Note receivable from sale of mining equipment	$	-		$	-		$	45,000
Common stock issued on settlement of debt (Notes 5 and 7)	$	-		$	367,500		$	367,500

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

APOLO GOLD & ENERGY INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY


													Accumulated Deficit Prior			Accumulated Deficit			Accumulated		Total
	Common Stock						Additional						to			During			Other		Stockholders'
	Number						Paid-in			Subscriptions			Exploration			Exploration			Comprehensive		Equity
	of Shares			Amount			Capital			Receivable			Stage			Stage			Income		(Deficit)


Balance, June 30, 2001		18,654,580		$	18,654		$	1,265,282		$	-		$	(1,634,303	)	$	-		$	-	$	(350,367	)

Issuance of common stock for services at an average of $0.05 per share		2,300,000			2,300			112,700			-			-			-			-		115,000

Cancellation of stock used as payment for debt		(3,000,000	)		(3,000	)		(32,000	)		-			-			-			-		(35,000	)

Options exercised as payment for servicesat $0.05 per share		700,000			700			34,300			-			-			-			-		35,000

Issuance of common stock for debt retirement at $0.15 per share		4,421,282			4,422			658,771			-			-			-			-		663,193

Issuance of stock for mining rights		3,000,000			3,000			327,000			-			-			-			-		330,000

Options exercised at $0.07 per common share		2,000,000			2,000			138,000			(70,000	)		-			-			-		70,000

Options exercised as payment for services at $0.11 per common share		20,000			20			2,180			-			-			-			-		2,200

Net loss for the year ended June 30, 2002		-			-			-			-			(228,549	)		(575,370	)		-		(803,919	)
Balance, June 30, 2002		28,095,862			28,096			2,506,233			(70,000	)		(1,862,852	)		(575,370	)		-		26,107

Options exercised as payment for services at $0.09 per common share		500,000			500			44,500			-			-			-			-		45,000

Subscriptions received		-			-			-			70,000			-			-			-		70,000

Options exercised as payment for services at $0.05 per common share		1,300,000			1,300			67,700			-			-			-			-		69,000

Options exercised for cash of $150,000 and services at $0.06 per common share		3,400,000			3,400			201,600			-			-			-			-		205,000

Options exercised as payment of legal services at $0.04 per common share		39,000			39			1,521			-			-			-			-		1,560
Balance Forward		33,334,862		$	33,335		$	2,821,554		$	-		$	(1,862,852	)	$	(575,370	)	$	-	$	416,667

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

APOLO GOLD & ENERGY INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY


										Accumulated Deficit Prior			Accumulated Deficit			Accumulated			Total
	Common Stock				Additional					to			During			Other			Stockholders'
	Number				Paid-in		Subscriptions			Exploration			Exploration			Comprehensive			Equity
	of Shares		Amount		Capital		Receivable			Stage			Stage			Income			(Deficit)

Balance Forward		33,334,862	$	33,335	$	2,821,554	$	-		$	(1,862,852	)	$	(575,370	)	$	-		$	416,667

Issuance of stock for services at $0.08 per share		600,000		600		47,400		-			-			-			-			48,000

Issuance of stock for debt at $0.06 per common share		2,348,615		2,348		138,568		-			-			-			-			140,916

Options exercised for cash at$0.045 per common share		1,111,112		1,111		48,889		-			-			-			-			50,000

Options exercised at $0.05 per share for subscription receivable		500,000		500		24,500		(25,000	)		-			-			-			-

Options exercised as payment for services at $0.05 per share		400,000		400		19,600		-			-			-			-			20,000

Net loss for the year ended June 30, 2003		-		-		-		-			-			(730,997	)		-			(730,997	)

Foreign currency translation gain		-		-		-		-			-			-			682			682
Balance, June 30, 2003		38,294,589		38,294		3,100,511		(25,000	)		(1,862,852	)		(1,306,367	)		682			(54,732	)

Options exercised as payment for services at $0.05 per common share		525,000		525		26,875		-			-			-			-			27,400

Stock subscription paid		-		-		-		25,000			-			-			-			25,000

Options exercised at $0.06 per share		11,125,000		11,125		696,375		-			-			-			-			707,500

Issuance of stock for services at $0.20 per share		25,000		25		4,975		-			-			-			-			5,000

Issuance of stock for property acquisition at $0.16 per share		1,000,000		1,000		159,000		-			-			-			-			160,000

Stock issued for cash at $0.30 per share		1,000,000		1,000		299,000		-			-			-			-			300,000

Net loss for the year ended June 30, 2004		-		-		-		-			-			(788,700	)		-			(788,700	)

Foreign currency translation gain (loss)		-		-		-		-			-			-			(682	)		(682	)
Balance, June 30, 2004		51,969,589		51,969		4,286,736		-			(1,862,852	)		(2,095,067	)		-			380,786

Options exercised at an average of $0.11 per share		859,000		859		90,132		-			-			-			-			90,991

Issuance of stock for debt at $0.07 per share		1,088,075		1,088		79,245		-			-			-			-			80,333

Issuance of stock for property acquisition at $0.09 per share		1,500,000		1,500		133,500		-			-			-			-			135,000

Issuance of stock for services at $0.09 per share		150,000		150		13,350		-			-			-			-			13,500

Issuance of stock for services at $0.20 per share		50,000		50		9,950		-			-			-			-			10,000

Options exercised as payment for services at $0.08 per share		1,709,888		1,710		133,580		-			-			-			-			135,290

Net loss for the year ended June 30, 2005		-		-		-		-			-			(1,018,390	)		-			(1,018,390	)
Balance, June 30, 2005		57,326,552	$	57,326	$	4,746,493	$	-		$	(1,862,852	)	$	(3,113,457	)	$	-		$	(172,490	)

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

APOLO GOLD & ENERGY INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY


										Accumulated Deficit Prior			Accumulated Deficit			Accumulated		Total
	Common Stock						Additional			to			During			Other		Stockholders'
	Number						Paid-in			Exploration			Exploration			Comprehensive		Equity
	of Shares			Amount			Capital			Stage			Stage			Income		(Deficit)

Balance Forward - June 30, 2005		57,326,552		$	57,326		$	4,746,493		$	(1,862,852	)	$	(3,113,457	)	$	-	$	(172,490	)

Issuance of stock for services at $0.06 per share		1,805,000			1,805			116,695			-			-			-		118,500

Issuance of stock for property acquisition at $0.16 per share		1,100,000			1,100			64,900			-			-			-		66,000

Options exercised for cash at $0.07 per common share		1,000,000			1,000			69,000			-			-			-		70,000

Options exercised as payment for services from $0.07 to $0.10 per common share		1,300,000			1,300			112,700			-			-			-		114,000

Stock issued for cash at $0.10 per share		5,600,000			5,600			554,400			-			-			-		560,000

Issuance of stock for debt from $0.06 to $0.10 per share		3,726,125			3,726			281,899			-			-			-		285,625

Stock issued for cash from $0.09 to $0.105 per share		2,364,387			2,365			226,979			-			-			-		229,344

Stock options granted		-			-			381,340			-			-			-		381,340

Net loss for the year ended June 30, 2006		-			-			-			-			(1,404,004	)		-		(1,404,004	)

Balance, June 30, 2006		74,222,064			74,222			6,554,406			(1,862,852	)		(4,517,461	)		-		248,315

Issuance of stock for services at $0.10 per share		90,000			90			8,910			-			-			-		9,000

Issuance of stock for debt at $0.06 per share		725,000			725			42,775			-			-			-		43,500

Issuance of stock for services from $0.08 to $0.09 per common share		2,100,000			2,100			170,400			-			-			-		172,500

Common shares cancelled at $0.09 per share		(550,000	)		(550	)		(48,950	)		-			-			-		(49,500	)

Issuance of stock for cash at $0.06 per share		1,666,665			1,667			98,333			-			-			-		100,000

Net loss for the year ended June 30, 2007		-			-			-			-			(872,325	)		-		(872,325	)

Balance, June 30, 2007		78,253,729			78,254			6,825,874			(1,862,852	)		(5,389,787	)		-		(348,511	)

Issuance of stock for debt at $0.0485 per share		2,200,000			2,200			104,500			-			-			-		106,700

Net loss for the year ended June 30, 2008		-			-			-			-			(202,215	)		-		(202,215	)

Balance, June 30, 2008		80,453,729			80,454			6,930,374			(1,862,852	)		(5,592,002	)		-		(444,026	)

Issuance of stock for debt at $0.025 per share		14,700,000			14,700			352,800			-			-			-		367,500

Isuance of stock for services at $0.01 per share		2,500,000			2,500			22,500			-			-			-		25,000

Net loss for year ended June 30, 2009		-			-			-			-			(62,285	)		-		(62,285	)

Balance, June 30, 2009		97,653,729			97,654			7,305,674			(1,862,852	)		(5,654,288	)		-		(113,811	)

Net loss for the year ended June 30, 2010		-			-			-			-			(32,677	)		-		(32,677	)

Balance, June 30, 2010		97,653,729		$	97,654		$	7,305,674		$	(1,862,852	)	$	(5,686,964	)	$	-	$	(146,488	)

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

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Apolo Gold & Energy, Inc. formerly known as Apolo Gold, Inc. (hereinafter "the Company") was incorporated in March of 1997 under the laws of the State of Nevada primarily for the purpose of acquiring and developing mineral properties. The Company conducts operations primarily from its administrative offices in Vancouver, British Columbia, Canada. In 1997, the Company formed a subsidiary corporation (Apologold C.A.) in Venezuela, which was originally used to acquire a Venezuelan mining property. The subsidiary has had no financial transactions since 2001 and is no longer active.

On April 16, 2002, the Company signed an agreement to enter into a joint venture to explore a mineral property (the “Napal Gold Property”) in Indonesia. Upon signing this agreement, the Company entered a new exploration stage and commenced exploration of the Napal Gold Property, not yet under production. In the year ended June 30, 2008, the Company abandoned the Napal Gold Property and its exploration efforts in Indonesia (see Note 3). As at June 30, 2010 and 2009 the Company does not have any mineral property interests. The Company is presently investigating new mineral property exploration and development investments.

The Company’s year-end is June 30.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company uses the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America.

Basic and Diluted Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share are the same, as inclusion of common stock equivalents would be anti-dilutive.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Concentration of Risk

The Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. The Canadian dollar account is insured up to a maximum of $100,000 per account. However, the Company’s business checking account, which is maintained in United States dollars, is not insured. As at June 30, 2010, there were $nil federally uninsured (2009 - $ 19).

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

The Company is not exposed to significant interest, credit or currency risk due to the short term nature of its financial instruments.

Derivative Instruments

The Company as adopted FASB ASC Topic 815 Derivates and Hedging, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes. At June 30, 2010 and 2009, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Exit or Disposal Activities

The Company has adopted FASB ASC Topic 420 Exit or Disposal Cost Obligations, which addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities, as well as addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. There have been no exit or disposal activities during the years ended June 30, 2010 and 2009.

Exploration Stage

The Company began a new exploration stage on April 16, 2002 at which time it commenced the exploration of the Napal Gold Property, including a drilling program. In the year ended June 30, 2008, the Company abandoned the Napal Gold Property and its exploration efforts in Indonesia (see Note 3). As at June 30, 2010 and 2009 the Company does not have any mineral property interests. The Company is presently investigating new mineral property exploration and development investments.

Fair Value of Financial Instruments

The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts for cash, accounts payable and accrued liabilities and loans payable to related parties approximate their fair value due to their short term nature.

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the period-end exchange rates, and revenue and expenses are translated at the average exchange rates during the period. Exchange rate differences arising on translation are disclosed as a separate component of shareholders’ equity. Realized gains and losses from foreign currency transactions are reflected in the results of operations.

Comprehensive Income

In accordance with FASB ASC Topic 220 Comprehensive Income, comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses when the Company has a functional currency other than U.S. dollars, and minimum pension liability. For the year ended June 30, 2010and 2009 the Company’s financial statements include none of the additional elements that affect comprehensive income. Accordingly, net income and comprehensive income are identical.

Going Concern

As shown in the financial statements, the Company incurred a net loss of $32,677 for the year ended June 30, 2010 and has an accumulated deficit of, 7,549,816, no revenues, and limited cash resources as at June 30, 2010.

These factors indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence. The Company’s management is actively seeking additional capital and management believes that new properties can ultimately be developed to enable the Company to continue its operations. However, there are inherent uncertainties in mining operations and management cannot provide assurances that it will be successful in its endeavors. See Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s management believes that it will be able to generate sufficient cash from public or private debt or equity financing for the Company to continue to operate based on current expense projections.

Impaired Asset Policy

The Company applies the provisions of FASB ASC Topic 360, Property, Plant, and Equipment, and FASB ASC Topic 205 Presentation of Financial Statements, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are recorded as held for sale at the lower of carrying value or estimated net realizable value. As of June 30, 2010 and 2009 no impairment was considered necessary. During the year ended June 30, 2008, the Company had abandoned its mining equipment resulting from discontinued exploration operations in Indonesia (see further Note 4).

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no ore body able to be mined is discovered, previously capitalized costs are expensed in the period the property is abandoned.

Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines are capitalized and amortized on a units-of-production basis over proven and probable reserves. Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to FASB ASC Topic 740 Income Taxes (“ASC 740”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740 to allow recognition of such an asset.

At June 30, 2010, the Company had net deferred tax assets calculated at an expected rate of 33% of approximately $2,494,255 principally arising from approximate net operating loss carry forward of $7,558,256 for income tax purposes, which expire in the years 2017 through 2030. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been recorded. The significant components of the deferred tax asset at June 30, 2010 and June 30, 2009 were as follows:

	June 30, 2010			June 30, 2009

Net operating loss carry forward	$	7,558,256		$	7,526,516

Deferred tax asset	$	2,494,255		$	2,483,750
Deferred tax asset valuation allowance		(2,494,255	)		(2,483,750	)
Net deferred tax asset	$	-		$	-

The change in the allowance account from June 30, 2009 to June 30, 2010 was approximately $10,500.

		June 30, 2010			June 30, 2009
Statutory rate		33	%		33	%

Income taxes recovered at the effective tax rate	$	10,629		$	22,296

Adjustment for temporary timing differences:		-			-
Adjustment for permanent timing differences:					(7,502	)

		10,629			14,767
Benefit of tax losses not recognized in year		(10,629	)		(14,767	)
Income tax recovery (expense) recognized in year	$	-		$	-

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

Reclamation Costs

Reclamation costs that related to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on our present or future financial statements.

Revenue Recognition

Sales are recorded when minerals are delivered to the purchaser.

Stock-Based Compensation

The Company has adopted FASB ASC Topic 505, Equity, and FASB ASC Topic 718, Compensation – Stock Compensation to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

NOTE 3 – MINERAL PROPERTIES

Indonesia

On April 8, 2002, the Company signed an agreement to enter into a joint venture with PT Metro Astatama, a limited liability corporation, incorporated under the laws of Republic of Indonesia, who held the rights to explore the property and Pt Napal Umbar Picung, the owners of the NUP property. The agreement enabled the joint venture to acquire the mining rights on the property known as the Napal Gold Property, (NUP) located in Sumatra, Indonesia. In exchange for a commitment for future incremental cash payments totaling $375,000, payable over six years, and 3,000,000 shares of the Company’s restricted common stock, the Company would receive 734 hectares with a production permit number KW-098PP325 (KP) in place. Although preliminary sampling on the property indicated the presence of gold, subsequent drilling showed inconclusive results, and the Company determined that its findings to date were not sufficient to continue. The Company decided to terminate its agreement on the property and return exploration rights to the property owner during the year ended June 30, 2008.

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

On September 21, 2005, the Company entered into an Exploration Agreement with Option for Joint Venture on the “Beowawe Project” in Nevada. This Agreement was executed with Atna Resources Ltd., of Vancouver BC Canada in regard to exploration on the Beowawe Property located in Lander and Eureka Counties, Nevada. Under terms of the Agreement, Atna Resources Ltd. granted the Company the exclusive right to acquire an undivided 55% interest in the Beowawe Property by expending a total of $1,700,000 within a four year period. The first year exploration requirement was $250,000. The Company did not complete the required work program in the allotted time period and subsequently negotiated a cancellation of the Agreement, signed on February 14, 2007. In the fiscal year ending June 30, 2009, the remaining debt owing to Atna Resources Ltd. of $113,520 was forgiven.

The Company has recorded its mineral property costs as exploration expenses because there are no professional engineering studies evidencing proven and probable reserves for its mineral properties.

NOTE 4 – PROPERTY AND EQUIPMENT

Asset retirement costs are accounted for in accordance with ASC Topic 410-20, Asset Retirement Obligations. Pursuant to ASC 410-20, the Company recognizes the fair value of the liability for an asset retirement obligation, which is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The fair value of the liability is estimated using projected discounted cash flows. In subsequent periods, the retirement obligation is accreted to its future value, which is the estimate of the obligation at the asset retirement date. The liability is accreted to its present value each period, and the capitalized cost is depreciated or depleted over the useful lives of the respective assets. If the liability is settled for an amount other than the recorded amount, a gain or loss would be recognized at such time. As at June 30, 2010 and 2009 estimated asset retirement costs were $nil.

Property and equipment consists is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment for purposes of computing depreciation are three to seven years.

Mining equipment is $nil at June 30, 2010 and 2009. There was no depreciation in fiscal 2010 or in 2009.

Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

NOTE 5 – LOANS PAYABLE, RELATED PARTIES

The Company’s loans payable are due to its three Directors and to a company related to a Director. They are non-interest bearing, unsecured and have no stated terms of repayment.

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

NOTE 6 – PREFERRED STOCK

The Company’s directors authorized 25,000,000 preferred shares with a par value of $0.001. The preferred shares will have rights and preferences set from time to time by the Board of Directors. As of June 30, 2010 and 2009, the Company has no preferred shares issued and outstanding.

NOTE 7 – COMMON STOCK

The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

The Company issued no common shares during the year ended June 30, 2010 and in the year ended June 30, 2009, the Company issued 2,500,000 restricted common shares for consulting services received during fiscal 2009 at a value of $0.01 per share. In addition, the Company issued 14,700,000 restricted common shares at a price of $0.025 per share in settlement of debt outstanding; 345,000 of these restricted common shares were issued to Directors of the Company.

The Company’s policy is to record stock at its fair market value on the date of issuance.

NOTE 8 – COMMON STOCK OPTIONS

The Company has seven common stock option plans: the Apolo Gold, Inc. 2000 Stock Option Plan; Apolo Gold, Inc. 2002 Stock Option Plan; Apolo Gold, Inc. 2003 Stock Option Plan; Apolo Gold, Inc. 2004 Stock Option Plan; the 2004 Stock Option Plan #A; and 2005 Stock Option Plan (hereinafter “the Plans”) adopted in July 2000, May 2002, November 2002, September 2003, March 2004, February 2005, and May 2006 respectively. The Plans provide that the Company’s board of directors may exercise its discretion in awarding options under the Plans, not to exceed 5,000,000 for the 2000 Plan, 5,000,000 for the 2002 Plan, 7,500,000 for the 2003 Plan, 15,000,000 for the 2004 and the 2004A Plans and 8,000,000 for the 2006 Plan. The Board determines the per share option price for the stock subject to each option. All options authorized by each plan must be granted within ten years from the effective date of the Plan.

There is no express termination date for the options, although the Board may vote to terminate the Plan. The exercise price of the options will be determined at the date of grant. The following is a summary of the Company's stock option plans as at June 30, 2010 and 2009:

Equity compensation plans not approved by security holders	Number of securities to be issued upon exercise of outstanding options		Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans
2000 stock option plan		1,000,000	$	0.14		-
2002 stock option plan		100,000	$	0.10		-
2003 stock option plan		0	$	0.00		-
2004 and 2004A stock option plans		3,500,000	$	0.16		-
2005 stock option plan		2,000,000	$	0.09		-
2006 stock option plan		2,350,000	$	0.09		-
Total		8,950,000				-

APOLO GOLD & ENERGY, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

The following is a summary of stock option activity:

	Number of Shares			Weighted Average Exercise Price

Outstanding at June 30, 2008		8,950,000			0.12
Granted		-			-
Exercised		-			-
Forfeited / cancelled		(8,950,000	)		(0.12	)
Outstanding at June 30, 2010 and 2009		-			-

The stock options were fully vested as at June 30, 2010 and 2009.

NOTE 9 – RELATED PARTY TRANSACTIONS

The Company had the following related party balances and transactions, not otherwise disclosed in the notes to these financial statements:

During the year, the Directors advanced loans to the Company as needed. No consulting fees were paid during the year to related parties, while the Company accrued consulting fees of $120,000 in 2009 to two of its Directors.

NOTE 10– COMMITMENTS AND CONTINGENCIES

Compliance with Environmental Regulations

The Company’s mining activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays, affect the economics of a project, and cause changes or delays in the Company’s activities.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer / Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

On or about June 30, 2010, the end of the period of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer /Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were as effective as could be given the limited number of personnel involved.

There have been no material changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

In connection with the preparation of this Annual Report on Form 10-K for the year ended June 30, 2010, management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer concluded and reported to the Board of Directors that the design and operation of our internal controls and procedures was as effective as it could be given the limited number of personnel involved in the operation as of June 30, 2010.

ITEM 9A(T). CONTROLS AND PROCEDURES.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to the recently passed legislation exempting smaller reporting companies from this requirement.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

(a) Directors and Executive Officers


			1ST YEAR
NAME	AGE	POSITION	WITH COMPANY

Peter Bojtos	61	Director Chairman, President & CEO		2006
Robert G. Dinning	71	Director Chief Financial Officer, Secretary		2000
David Yu	54	Director		2006

Business Experience

Peter Bojtos.

Mr. Bojtos is a Professional Engineer and a graduate of Leicester University, England with a B.Sc. Honours degree in Geology. He is a member of the Institution of Mining and Metallurgy, England, and a member of the Canadian Institute of Mining, Metallurgy and Petroleum. Mr. Bojtos has over 30 years of worldwide experience in the mining industry from exploration through the feasibility study stage to mine construction, operations and decommissioning.

Mr. Bojtos is a director of several resource companies, including Fischer-Watt Gold Company,Inc, Tournigan Energy Ltd and US Gold Corp.

Mr. Bojtos was appointed Chairman, President, and CEO on February 1, 2006, replacing Mr. Martial Levasseur, who was a founder of the Company who retired.

Robert G. Dinning C.A.

Mr. Dinning is a Chartered Accountant, and a life time member of the Alberta Institute of Chartered Accountants. Mr. Dinning has a Management Consulting business focusing primarily in the natural resource industry. Mr. Dinning has been active as a Director and Officer and consultant in various public companies over the past 38 years. Currently Mr. Dinning is also a director or officer of, Paramount Gold & Silver Corp., ATAC Resources Ltd, Rockhaven Resources Ltd, Sonora Gold & Silver Corp, and Simba Energy Inc.

David Yu

Mr. Yu is a resident of Hong Kong and is an experienced independent financial professional with over 30 years experience in the securities, Commodities, and foreign exchange trading business. He has previously been employed by Rothschild & Sons, Shearson American Express and Citibank. He is an international consultant who assists the Chinese government in the negotiation of long-term agreements with oil producing countries in Africa. He focuses primarily in Chinese government-backed investment in economic development, trade and infrastructure projects for these countries. He is working on similar arrangements in South America and in Indonesia.

Committees: Meetings of the Board

The Company does not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are done by the Board of Directors meeting as a whole. The Company’s Board of Directors held both in person meetings during the fiscal year ended June 30, 2010 and meetings by telephone. All corporate actions by the Board of Directors were either consented to in writing by all Directors or were agreed to unanimously at a meeting where proper notice had been given and a quorum was present.

Audit Committee

The board of directors has not established an audit committee. The functions of the audit committee are currently performed by the entire board of directors. The Company is under no legal obligation to establish an audit committee and has elected not to do so at this time so as to avoid the time and expense of identifying independent directors willing to serve on the audit committee. The Company may establish an audit committee in the future if the board determines it to be advisable or we are otherwise required to do so by applicable law, rule or regulation.

As the board of directors does not have an audit committee, it therefore has no “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-B. except its chief financial officer. In general, an “audit committee financial expert” is an individual member of the audit committee who:


*	understands generally accepted accounting principles and financial statements,

*	is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

*	has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

*	understands internal controls over financial reporting, and

*	understands audit committee functions.

Board of Directors Independence

One of the Company’s directors is”independent” within the meaning of definitions established by the Securities and Exchange Commission or any self-regulatory organization. This director is David Yu. The Company is not currently subject to any law, rule or regulation requiring that all or any portion of its board of directors include “independent” directors.

Director Nominees

The Company does not have a nominating committee. The board of directors, sitting as a board, selects those individuals to stand for election as members of our board. Since the board of directors does not include a majority of independent directors, the decision of the board as to director nominees is made by persons who have an interest in the outcome of the determination. The board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Until otherwise determined, not less than 90 days prior to the next annual board of directors’ meeting at which the slate of board nominees is adopted, the board accepts written submissions that include the name, address and telephone number of the proposed nominee, along with a brief statement of the candidate’s qualifications to serve as a director and a statement of why the shareholder submitting the name of the proposed nominee believes that the nomination would be in the best interests of shareholders. If the proposed nominee is not the security holder submitting the name of the candidate, a letter from the candidate agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a resume supporting the nominee’s qualifications to serve on the board of directors, as well as a list of references.

The board identifies director nominees through a combination of referrals, including by management, existing board members and security holders, where warranted. Once a candidate has been identified the board reviews the individual’s experience and background, and may discuss the proposed nominee with the source of the recommendation. If the board believes it to be appropriate, board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of management’s slate of director nominees submitted for shareholders for election to the board.

Among the factors that the board considers when evaluating proposed nominees are their experience in the information technology industry, knowledge of and experience with and knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The board may request additional information from the candidate prior to reaching a determination. The board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Security Holder Communications with our Board of Directors

The Company provides an informal process for security holders to send communications to our board of directors. Security holders who wish to contact the board of directors or any of its members may do so by writing to Apolo Gold Inc., #12-1900 Indian River Cr, North Vancouver BC, Canada V7G 2R1. Correspondence directed to an individual board member is referred, unopened, to that member. Correspondence not directed to a particular board member is referred, unopened, to the President and CEO.

Code of Ethics

Under the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission’s related rules, the Company is required to disclose whether it has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company has adopted a code of ethics that applies to its chief executive officer, chief financial officer and other officers, legal counsel and to any person performing similar functions. The Company has made the code of ethics available and intends to provide disclosure of any amendments or waivers of the code within five business days after an amendment or waiver on the Company’s website wwww.apologold.com.

Compliance with Section 16(a) of Securities Exchange Act of 1934

During the fiscal year ended June 30, 2010 our Directors and Officers have not complied with all applicable Section 16(a) filing requirements. Directors Bojtos and Dinning did not file a Form 4, Form 5 A or Form 13G on a timely basis. The company did not have the resources to process said forms. Please see Item 13 Related Party Transactions.

Family Relationships

There is no family relationship between any Director, executive or person nominated or chosen by the Company to become a Director or executive officer.

ITEM 11. EXECUTIVE COMPENSATION Furnish the information required by Item 402 of Regulation S-K (§ 229.402 of this chapter) and paragraph (e)(4) and (e)(5) of Item 407 of Regulation S-K

The following table shows for the fiscal years ending June 30, 2010,and 2009, the compensation awarded or paid by the Company to its Chief Executive Officer. No executive officers of the Company had total salary and bonus exceeding $100,000 during such year.


	Summary Compensation Table

				Long Term Compensation

	Annual Compensation			Awards	Payouts

Name and Principle Position Other Compensation ($)	Other Annual Year	Securities Salary($)	Compensation ($)	Underlying Options (#)	All

Peter Bojtos President/CEO	2010	Nil		Nil
Peter Bojtos President/CEO	2009	60,000	0

Robert Dinning CFO	2010	Nil		Nil
Robert Dinning CFO	2009	60,000		Nil

Option Grants in Last Fiscal Year June 30, 2010 and 2009 - Nil

Compensation of Directors

Standard Arrangements: The members of the Company’s Board of Directors are reimbursed for actual expenses incurred in attending Board meetings.

Other Arrangements: There are no other arrangements.

Employment Contracts and Termination of Employment, And Change-in-control Arrangements

The Company’s CEO and CFO do not have employment agreements.

Termination of Employment and Change of Control Arrangement

There is no compensatory plan or arrangement in excess of $100,000 with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with the Company, or from a change in the control of the Company.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (CD&A) provides information on the compensation programs established for our “Named Executive Officers” during our fiscal year ended June 30, 2010. All information provided herein should be read in conjunction with the tables provided below.

Our Board of Directors is responsible for establishing, implementing and monitoring the policies governing compensation for our executives. Currently our Board does not have a compensation committee. Our officers are members of our Board of Directors and are able to vote on matters of compensation. We are not currently under any legal obligation to establish a compensation committee and have elected not to do so at this time. In the future, we may establish a compensation committee if the Board determines it to be advisable or we are otherwise required to do so by applicable law, rule or regulation. During the year ended June 30, 2008 our Board did not employ any outside consultants to assist in carrying out its responsibilities with respect to executive compensation, although we have access to general executive compensation information regarding both local and national industry compensation practices. In future periods we may participate in regional and national surveys that benchmark executive compensation by peer group factors such as company size, annual revenues, market capitalization and geographical location.

The executive employment market in general is very competitive due to the number of companies with whom we compete to attract and retain executive and other staff with the requisite skills and experience to carry out our strategy and to maintain compliance with multiple Federal and State regulatory agencies. Many of these companies have significantly greater economic resources than our own. Our Board has recognized that our compensation packages must be able to attract and retain highly talented individuals that are committed to our goals and objectives, without at this time paying cash salaries that are competitive with some of our peers with greater economic resources. Our compensation structure is weighted towards equity compensation in the form of options to acquire common stock, which the Board believes motivates and encourages executives to pursue strategic opportunities while managing the risks involved in our current business stage, and aligns compensation incentives with value creation for our shareholders.

Components of Our Executive Compensation Program

Our executive compensation program incorporates components we believe are necessary in order for the Company to provide a competitive compensation package relative to our peers and to provide an appropriate mix between short-term and long-term cash and non-cash compensation. Elements of our executive compensation are listed below:


	•	Base Salary

	•	Stock Awards

	•	Other benefits available to all employees

	•	Items specific to our President and Chief Executive Officer per an employment agreement

Base Salary: At present we do not have a salary structure for employees and executives is based on skill set, knowledge and responsibilities. Base salaries may be established as necessary. During the year ended June 30, 2010 none of our Named Executive Officers received a salary increase.

Stock Awards: A portion of compensation paid to our executives is equity based. We believe equity compensation helps align the interests of our executives with the interests of our shareholders. In that regard, our executives’ compensation is subject to downside risk in the event that our common stock price decreases. In addition, we believe stock awards provide incentives to aid in the retention of key executives.

Other Benefits: Our Executive Officers and employees receive no other benefits.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners holding five percent or greater of the 97,653,729 shares of common stock outstanding as of October 4, 2010 and of Management assuming the exercise of outstanding options held by management.


Title of	Name and Address (1)		Amount and Nature	% of
Class	Beneficial Owner	Position	of Beneficial Owner	Class

Common	Peter Bojtos	Director, CEO	8,500,000	8.70
	Robert Dinning	Director, CFO	8,203,333	8.40%
	David Yu	Director	5,600,000	5.74%
	All officers and Directors as a Group (3 persons)		22,303,333	22.84%


(1)	The Address of the executive officers and directors is that of the Company: #12-1900 Indian River Cr., North Vancouver, B.C. Canada V7G 2R1

Item 13. Certain Relationships and Related Transactions: None

Item 14. Principal Accountant Fees And Services

I.Vellmer Inc. Chartered Accountant, is the Company’s independent auditor to examine the financial statements of the Company for the fiscal year ending June 30, 2010. I. Vellmer Inc has performed the audit for the fiscal years’ June 30, 2009 and June 30, 2010 and have been paid all fees outstanding to date.

Audit Fees

I.Vellmer Inc was paid aggregate fees of approximately $11,277 and $13,000 for June 30, 2010 and 2009. for professional services rendered for the audit of the Company's annual financial statements and for the reviews of the financial statements included in Company's quarterly reports on Form 10-Q during these fiscal years.

Audit -Related Fees

I. Vellmer Inc was not paid any additional fees for the fiscal year ended June 30, 2010 for assurance and related services reasonably related to the performance of the audit or review of the Company’s financial statements.

Tax Fees

I. Vellmer Inc was not paid any aggregate fees for the fiscal year ended June 30, 2010 for professional services rendered for tax compliance, tax advice and tax planning. This service was not provided.

Other Fees

I.Vellmer Inc was paid no other fees for professional services during the fiscal year ended June 30, 2010

Item 15. Exhibits


3.1	Articles of Incorporation (Incorporated by reference from Form 10SB Registration filed October 25, 1999)

3.2	By-Laws effective May 20, 2005 (Incorporated by reference from Current Report on Form 8-K filed on May 31, 2005

3.3	Certificate of Amendment (Incorporated by reference from Annual Report on Form 10KSB filed on August 29, 2005.

14	Code of Ethics (Incorporated by reference from Annual Report on Form 10KSB filed on August 27, 2004)

31.1	Sarbanes Oxley Section 302 Certification from C.E.O.

31.2	Sarbanes Oxley Section 302 Certification from C.F.O.

32.1	Sarbanes Oxley Section 906 Certification from C.E.O.

SIGNATURES

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


Date: October 5, 2010
	/s/ Peter Bojtos
	Peter Bojtos, President/CEO

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Peter Bojtos
Peter Bojtos	Chairman,President, CEO,
	Director	October 5, 2010

/s/ Robert G. Dinning
Robert G. Dinning	Chief Financial Officer,
	Secretary, Director	October 5, 2010

/s/ David Yu
David Yu	Director
	Director	October 5, 2010

Exhibit Index

The following exhibits are filed with the Annual Report on Form 10-K.

31.1 Sarbanes Oxley Section 302 Certification from C.E.O.

31.2 Sarbanes Oxley Section 302 Certification from C.F.O.

32.1 Sarbanes Oxley Section 906 Certification from C.E.O.

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