FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2008
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number: 0-27791
APOLO GOLD & ENERGY, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 98-0412805
---------------------- -------------------
(State of incorporation) (IRS Employer ID No.)
#12-1900 Indian River Cr.
North Vancouver, BC V7G 2R1
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (604) 970-0901
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 [X] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer |_| Accelerated Filer |_|
Non-accelerated Filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [X] No [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [_] No [_]
As of February 10, 2009, the Registrant had 82,953,729 Shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
Item 1. Financial Statements.
APOLO GOLD & ENERGY INC.
(An Exploration Stage Company)
BALANCE SHEETS
(unaudited)
December 31, June 30,
2008 2008
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 4,448 $ 5,803
----------- -----------
Total Current Assets 4,448 5,803
----------- -----------
FIXED ASSETS
Mining equipment 95,174 95,174
Less accumulated depreciation (95,174) (95,174)
----------- -----------
-- --
----------- -----------
TOTAL ASSETS $ 4,448 $ 5,803
=========== ===========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 171,210 $ 180,011
Loans payable, related parties 362,389 269,817
----------- -----------
Total Current Liabilities 533,599 449,828
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
----------- -----------
STOCKHOLDERS' DEFICIT
Common stock, 200,000,000 shares authorized, $0.001
par value; 82,953,729 and 80,453,729 shares
issued and outstanding, respectively 82,954 80,454
Additional paid-in capital 6,952,874 6,930,374
Accumulated deficit prior to exploration stage (1,862,852) (1,862,852)
Deficit accumulated during exploration stage (5,702,127) (5,592,002)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (529,151) (444,026)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 4,448 $ 5,803
=========== ===========
The accompanying condensed notes are an integral part of these
interim financial statements.
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APOLO GOLD, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
Period from
April 16, 2002
(Inception of
Three Months Ended Six Months Ended Exploration
December 31, December 31, Stage) To
-------------------------- ---------------------------- December 31,
2008 2007 2008 2007 2008
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ -- $
----------- ----------- ------------ ------------
EXPENSES
Consulting and professional fees 60,901 45,650 103,377 82,703 1,753,733
Exploration costs -- -- -- 182 2,449,248
Stock Compensation -- -- -- -- 381,340
General and administrative expenses 3,760 1,575 6,748 25,115 970,721
----------- ----------- ------------ ------------ ------------
TOTAL EXPENSES 64,661 47,225 110,125 107,999 5,555,042
----------- ----------- ------------ ------------ ------------
LOSS FROM OPERATIONS (64,661) (47,225) (110,125) (107,999) (5,555,042)
OTHER INCOME (EXPENSE)
Loss on sale of mining equipment -- -- -- -- (177,193)
Gain on settlement of debt -- -- -- -- 28,922
Other income -- -- -- -- 1,186
----------- ----------- ------------ ------------ ------------
-- -- -- -- (147,085)
----------- ----------- ------------ ------------ ------------
LOSS FROM OPERATIONS (64,661) (47,225) (110,125) (107,999) (5,702,127)
INCOME TAXES -- -- -- -- --
----------- ----------- ------------ ------------ ------------
NET LOSS 64,661 (47,225) (110,125) (107,999) (5,702,127)
NET LOSS PER SHARE, BASIC AND DILUTED $ nil $ nil $ (0.01) $ (0.01)
=========== =========== ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING,
BASIC AND DILUTED: 82,627,642 80,453,729 81,540,686 79,353,729
=========== =========== ============ ============
The accompanying condensed notes are an integral part of these interim
financial statements.
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APOLO GOLD & ENERGY INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
Period from
April 16, 2002
(Inception of
Exploration
Six Months Ended Stage)
December 31, Through
-------------------------- December 31,
2008 2007 2008
(unaudited) (unaudited) (unaudited)
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (110,125) $ (107,999) $(5,702,127)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation -- 7,660 95,176
Loss on sale of mining equipment -- -- 177,193
Options exercised for services -- -- 276,691
Gain on settlement of debt -- -- (28,922)
Stock issued for current debt -- -- 470,041
Stock issued for officer's wages and services -- -- 252,700
Stock issued for professional services 25,000 -- 272,060
Stock issued for exploration costs -- 135,622 711,000
Stock options granted -- -- 381,340
Expenses paid on behalf of Company -- -- 42,610
Decrease (increase) in:
Loans and advance receivable -- 10,015 --
Increase (decrease) in:
Accounts payable (8,801) (115,253) 177,018
Accrued expenses -- -- (5,807)
Accrued payables, related parties 92,572 57,944 362,389
----------- ----------- -----------
Net cash (used) by operating activities (1,354) (12,011) (2,518,638)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets -- -- (95,174)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from related party loans -- -- 57,733
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 -- -- 2,565,505
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,354) (12,011) (1,355)
Cash and Cash Equivalents, beginning of year 5,803 17,616 5,803
----------- ----------- -----------
Cash and Cash Equivalents, end of year $ 4,448 $ 5,605 $ 4,448
=========== =========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Note receivable from sale of mining equipment $ -- $ -- $ 45,000
Shares issued on settlement of debt $ -- $ -- $ 106,700
The accompanying condensed notes are an integral part of these
interim financial statements.
4
APOLO GOLD & ENERGY, INC.
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
(An Exploration Stage Company)
December 31, 2008
(unaudited)
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NOTE 1 - BASIS OF PRESENTATION
The financial statements have been prepared in accordance with generally
accepted accounting principles for the interim financial information with the
instructions to Form 10-Q and Rule 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of the Company's management, all adjustments (consisting of only normal
accruals) considered necessary for a fair presentation have been included.
For further information, refer to the financial statements and notes thereto
included in the Company's Annual Report on Form 10K for the year ended June
30, 2008.
The Company's fiscal year-end is June 30.
NOTE 2 - ACCOUNTING POLICIES
This summary of significant accounting policies of Apolo Gold & Energy, Inc. 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.
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
antidilutive.
Going Concern
-------------
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has suffered material
recurring losses from operations since inception. At December 31, 2008, the
Company had a negative working capital of $529,151 from operations. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.
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Continuation of the Company is dependent on achieving sufficiently profitable
operations and possibly obtaining additional financing. Management has and is
continuing to raise additional capital from various sources. There can be no
assurance that the Company will be successful in raising additional capital
should it decide additional capital is required.
The financial statements do not include any adjustment relating to the
recoverability and classification of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.
Use of Estimates
----------------
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.
Fair Value of Financial Instruments
-----------------------------------
The carrying amounts for cash, accounts payable, and loans payable, related
parties approximate their fair value. The Company is not exposed to significant
interest, credit or currency risk arising from these financial instruments due
to their short term nature.
Recent Accounting Pronouncements
--------------------------------
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company's fiscal year beginning November 1,
2009. The adoption of this statement is not expected to have a material effect
on the Company's financial statements.
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company's fiscal year
beginning November 1, 2009. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.
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In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("FAS
161"). FAS 161 changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. The guidance in FAS 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company is
currently assessing the impact of FAS 161.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles. This
statement shall be effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, "the Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles". We
do not expect this adoption will have a material impact on our financial
statements.
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60" ("SFAS 163").
SFAS 163 interprets Statement 60 and amends existing accounting pronouncements
to clarify their application to the financial guarantee insurance contracts
included within the scope of that statement. SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years. The Company is currently evaluating
the impact of SFAS 163 on its financial statements but does not expect it to
have a material effect.
NOTE 3 - COMMON STOCK
During the three months ending December 31, 2008, the Company issued 2,500,000
shares of common stock for services. There are currently 82,953,729 shares
outstanding at December 31, 2008.
NOTE 4 - 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. Their purpose is to advance the business and
development of the Company and its shareholders by enabling employees, officers,
directors and independent contractors or consultants of the Company the
opportunity to acquire a proprietary interest in the Company from the grant of
options to such persons under the Plans' terms. 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:
Number of Weighted Average
Shares Exercise Price
---------- -------------
Options exercisable at June 30, 2008 $8,950,000 $ 0.11
Granted -- --
Exercised -- --
---------- -------------
Outstanding at December 31, 2008 8,950,000 0.11
========== =============
Weighted average fair value of options $ 0.08
-------------
At December 30, 2008, there were no additional options issued.
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NOTE 5 - COMMITMENTS AND CONTINGENCIES
Foreign Operations
------------------
The accompanying balance sheet at December 31, 2008 includes $4,448 of cash in
Canada and $95,174 of equipment, primarily in Indonesia. This equipment has been
fully depreciated at June 30, 2008. Although these countries are considered
economically stable, it is always possible that unanticipated events in foreign
countries could disrupt the Company's operations.
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.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company accrued consulting fees as due to two officers for a total of
$60,000 for the six months ending December 31, 2008.
On October 2, 2008, a director submitted his resignation as a director of the
Company. In addition, the director submitted an invoice for services of $24,000
that the Company does not recognize as there was no agreement and no
authorization for said expense.
NOTE 7 - SUBSEQUENT EVENT
An outstanding trade debt of $113,520 has been forgiven per written agreement
dated January 30, 2009. This will be reflected in the next quarterly filing for
March 31, 2009.
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ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
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 consists of
733.9 hectares and possesses a Production Permit (a KP) # KW. 098PP325.
The terms of the Napal Gold Property call 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 an investment in any other energy related business in order to
create value.
At December 31, 2008, the Company had funds on hand of $4,448.
The Company recognizes that it does not have sufficient funds on hand to finance
its operations on an ongoing basis. The Company further recognizes that it is
dependent on the ability of its management team to obtain the necessary working
capital in order to complete projects started and 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 exploration efforts and adversely affect its results of
operations.
Results of Operations
--------------------------------------------------------------------------------
In the six months ended December 31, 2008, the Company incurred a loss of
$110,125 vs. a loss of $ $107,999 for the six months ended December 31, 2007.
Expenses in the six months ending December 31, 2008 amounted to $110,125,
compared to expenses incurred in the six months ending December 31, 2007 of
$107,999. Consulting fees were higher at $103,377 vs. $82,703 as a result of
fees incurred investigating business opportunities in the energy field. General
and administrative expenses in the six months ending December 31, 2008 amounted
to $6,748 vs. $25,115 for the six months ending December 31, 2007. The main
reason for the reduction in costs is there is no depreciation charges in the
current period as the equipment in Indonesia was fully written off in the year
ending June 30, 2008. In addition to this, the Company lease on office space was
not renewed and the Company was able to reduce its rental expense significantly.
9
In the three months ending December 31, 2008, the Company incurred a loss of
$64,611 vs. a loss of $47,225 for the three months ending December 31, 2007. The
increase is the loss was directly attributed to increased consulting fees
regarding costs of reviewing business opportunities.
Administrative costs for the three months ending December 31, 2008 were $3,760
vs. $1,575 for the three months ending December 31, 2007.
The Company recognizes that it will require additional capital in order to
continue its search for a mineral property or other projects that will be
beneficial to the shareholders of the company. There is no assurance at this
time that said capital can be raised on terms and conditions acceptable to
management.
At December 31, 2008 there were 82,953,729 shares outstanding which has
increased by 2,500,000 shares from June 30, 2008. The shares were issued for
services rendered in pursuit of resource/energy projects.
The Company at December 31, 2008 has current trade accounts payable of $139,891
and amounts due to former affiliates of $31,320 for a total of $171,211 compared
to $160,197 payable at December 31, 2007.
Loans payable to related parties at December 31, 2008 amounted to $362,389
compared to $210,474 as at December 31, 2007. These loans include fees payable
to current officers of the Company. There are currently no specific terms of
repayment of these items.
Cash on hand at December 31, 2008 amounted to $4,448. The Company is aware that
additional financing will be required in order to continue its pursuit of a
mineral property opportunity or a comparable opportunity in a related field.
There is no assurance that additional funding will be successfully completed.
The Company has no employees other than officers and uses consultants as and
when necessary.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company has limited financial resources at December 31, 2008 with funds on
hand of $4,448 vs. $5,803 at June 30, 2008 and $5,605 at December 31, 2007.
During the six months ending December 31, 2008, the Company has pursued
opportunities in the energy sector. A number of opportunities have been reviewed
and to date none has resulted in a Definitive Agreement. The Company continues
to pursue these opportunities and has engaged consultant to assist in
identifying an opportunity and executing on it.
The Company has current accounts payable of $171,211, which includes trade
payables of $139,891.This compares to payables of $180,011 at June 30, 2008 and
payables of $160,197 at December 31, 2007.
Related party loans at December 31, 2008 amount to $362,389 compared to $269,817
at June 30, 2008 and $210,474 at December 31, 2007. These loans are due to
directors/officers of the Company for services and loans advanced to the
Company. While the Company continues to seek out additional capital, there is no
assurance that they will be successful in completing this necessary financing.
The Company recognizes that it is dependent on the ability of its management
team to obtain the necessary working capital required.
While in the pursuit of additional working capital, the Company is also very
active in reviewing other resource development opportunities and will continue
with these endeavors.
Inflation has not been a factor during the six months ending December 31, 2008.
10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
Item 4. 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 and 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-15(e). The Company's disclosure controls
and procedures are designed to provide a reasonable level of assurance of
reaching the Company's desired disclosure control objectives. 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. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are effective in reaching that level of assurance.
As of the end of the period being reported upon, 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 and the Company's
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 effective.
There have been no changes in the Company's internal controls or in other
factors that have affected or are reasonably likely to affect the internal
controls subsequent to the date the Company completed its evaluation.
Part II - Other Information
Item 1 .- Legal Proceedings: There are no proceedings to report.
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds. None
Item 3. - Default Upon Senior Securities: There are no defaults to report.
Item 4. - Submission of Matters to a Vote of Security Holders: None.
Item 5. - Other Information: None
Item 6. - Exhibits
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.
32.2 Sarbanes Oxley Section 906 Certification from C.F.O.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
APOLO GOLD & ENERGY, INC.
Dated: February 13, 2009
/s/ Robert G. Dinning
----------------------
Robert G. Dinning, CFO and Secretary
12