Table
      of
      Contents






UNITED
        STATES SECURITIES AND EXCHANGE
        COMMISSION


Washington,D.C.20549










Form 10-KSB/A




þ
            
            ANNUAL
                REPORT PURSUANT TO
                SECTION 13 OR 15(d) OF THE
              SECURITIES
                EXCHANGE ACT
                OF 1934FOR
                THE YEAR ENDED
                DECEMBER 31, 2006ORo
            
            TRANSITION
                REPORT PURSUANT TO
                SECTION 13 OR 15(d) OF
              THE
                SECURITIES EXCHANGE ACT OF
                1934FOR
                THE TRANSITION PERIOD
                FROM          TO




Commission
        file number
        0-25873










APOLLO
        DRILLING,
        INC.


(Formerly
        Siam Imports,
        Inc.)


(Exact
        name of registrant as
        specified in its charter)




Delaware
            
            73-1668122(State
                or other jurisdiction
                of
              incorporation
                or
                organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




3001
                Knox
                Street,
              Suite 403,
                Dallas,
                Texas
              (Address
                of principal
                executive offices)
            
            75205
              (Zip
                Code)




(Registrant’s
        telephone number,
        including area code)


(214) 389-9800




Securities
        registered pursuant to
        Section 12(b) of the Act:




Title
                of Each
                Class
            
            Name
                of Each Exchange on Which
                RegisteredCommon
                stock, par value $.001 per share
            
            OTC
                Bulletin Board




Securities
        registered pursuant to
        Section 12(g) of the Act:


Rights
        to purchase common
        stock










Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) or the Exchange Act. o




Check
        whether the issuer (1) filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act during the past 12 months (or
        for such shorter period that the registrant was required to file such reports),
        and (2) has been subject to such filing requirements for the past
        90 days.  Yes þ     No o




Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B is not contained in this form, and no disclosure will be
        contained, to the best of registrant’s knowledge, in definitive proxy or
        information statements incorporated by reference in Part III of this
        Form 10-KSB or any amendment to this Form 10-KSB.  o




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




As
        of
        December 31, 2006 the registrant reported revenue of
        $1,201,451.




As
        of
        May 22, 2007, the aggregate market value of the voting stock held by
        non-affiliates of the registrant was $3,199,000 based on the OTC
        Bulletin Board closing price of $0.10.




As
        of
        May 22, 2007, there were 222,090,000 shares of the registrant’s common
        stock outstanding.











TABLE
        OF
        CONTENTS




PagePART IItem 1.
            
            Description
                of Business
            
            
            3Item 2.
            
            Description
                of Property
            
            
            6Item 3.
            
            Legal
                Proceedings
            
            
            6Item 4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            
            6PART IIItem 5.
            
            Market
                for Registrant’s Common Equity and Related Stockholder
                Matters
            
            
            7Item 6.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            
            8Item 7.
            
            Financial
                Statements
            
            
            12Item 8.
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            
            12Item 8A.
            
            Controls
                and Procedures
            
            
            12PART IIIItem 9.
            
            Directors
                and Executive Officers of the Registrant
            
            
            14Item 10.
            
            Executive
                Compensation
            
            
            16Item 11.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            
            16Item 12.
            
            Certain
                Relationships and Related Transactions
            
            
            17Item 13.
            
            Exhibits
            
            
            17Item 14.
            
            Principal
                Accountant Fees and Services
            
            
            17Signatures
            
            
            18Index
                to Financial Statements
            
            
            F-1Term
                Loan and Joinder AgreementCertification
                Pursuant to Section 302Certification
                Pursuant to Section 302Certification
                Pursuant to Section 906Certification
                Pursuant to Section 906





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PART I




ITEM 1.
            DESCRIPTION
                OF BUSINESS,
                HISTORY AND SUMMARY OF SIGNIFICANT
                POLICIES




Description
        of business and history — Apollo Drilling, Inc. (the “Company”) was
        incorporated on May 27, 2003 in the State of Nevada originally under the
        name of Siam Imports. On May 12, 2006, the Company consummated a Securities
        Purchase Agreement (the “Agreement”) with Apollo Resources International, Inc.
        (“Apollo Resources”), a Utah corporation, to acquire 100% of Apollo Resources
        ownership interest in Apollo Drilling, LLC, a Texas limited liability company
        in
        exchange for 95,900,000 (post-split) shares of the Company’s common stock
        (hereinafter referred to as “Apollo Transaction”). In addition, as part of the
        agreement the Company also affected a 7-for-1 reverse split of its common
        shares. As a result, Apollo Drilling, LLC has become a wholly owned subsidiary
        of the Company. Prior to the Apollo Transaction, the Company was non-operating
        public company with no operations and nominal assets; 56,000,000 (post-split)
        shares of common stock issued and outstanding; and Apollo Drilling, LLC was
        a
        privately held operating company. The Apollo Transaction is considered to
        be a
        capital transaction in substance, rather than a business combination. Inasmuch,
        the Apollo Transaction is equivalent to the issuance of shares by a private
        company (Apollo Drilling, LLC) for the nominal assets of a non-operational
        public company, accompanied by a recapitalization. The accounting for Apollo
        Transaction is similar to that resulting from a reverse acquisition, except
        goodwill is not recorded. Accordingly, the historical financial information
        of
        the accompanying financial statements are that of Apollo Drilling, LLC which
        the
        95,900,000 shares issued by the Company are considered the historical
        outstanding shares of Apollo Drilling, LLC for accounting purposes. The
        Company’s operating activities are conducted through its wholly owned
        subsidiary, Apollo Drilling, LLC.




Apollo
        Drilling, LLC, a Texas Limited Liability Company, was incorporated on
        February 10, 2006. The Company provides contract drilling services to oil
        and natural gas exploration and production companies. The primary assets
        of
        Apollo Drilling, LLC are fully operational drilling rig and drill pipe inventory
        located in Texas and non-operating drilling rigs that require refurbishment
        and
        spare equipment, located in Oklahoma. The drilling rigs are capable of drilling
        to depths of up to 6,500 feet. The Company plans to acquire additional rigs
        and maintain a high utilization rate for the rigs, through the negotiation
        and
        execution of contracts for drilling services.




Governmental/Environmental
        Regulations — the Company’s operations are subject to stringent
        federal, state and local laws and regulations governing the protection of
        the
        environment and human health and safety. Several of these laws and regulations
        relate to the disposal of hazardous oilfield waste and restrict the types,
        quantities and concentrations of such regulated substances that can be released
        into the environment. Several of these laws and regulations also require
        removal
        and remedial action and other cleanup under certain circumstances, often
        regardless of fault. Planning, implementation and maintenance of protective
        measures are required in order to prevent accidental discharges. The Company
        may
        be subjected to penalties and other cleanup requirements as a result of spills
        of oil, natural gas liquids, drilling fluids and other substances. Handling,
        storage and disposal of both hazardous and non-hazardous wastes are also
        subject
        to these regulatory requirements. In addition, drilling operations are often
        conducted in or near ecologically sensitive areas, which are subject to special
        protective measures and which may expose the Company to additional operation
        costs.




The
        federal Clean Water Act, as amended by the Oil Pollution Act, the federal
        Clean
        Air Act, the federal Resource Conservation and Recovery Act, CERCLA
        (Comprehensive Environmental Response, Compensation and Liability Act), the
        Safe
        Drinking Water Act, OSHA (Occupational Safety and Health Administration)
        and
        their state counterparts and similar statutes are the primary vehicles for
        imposition of such requirements and for civil, criminal and administrative
        penalties and other sanctions for violation of their requirements. The OSHA
        hazard communication standard, the Environmental Protection Agency “community
        right-to-know” regulations under Title III of the federal Superfund
        Amendment and Reauthorization Act and comparable state statutes require
        the Company to organize and report information about the hazardous materials
        used in operations to employees, state and local government authorities and
        local citizens. In addition, CERCLA and similar state statutes impose strict
        liability, without regard to fault or the legality of the original conduct,
        on
        certain classes of persons who are considered responsible for the release
        or
        threatened release of hazardous substances into the environment. These persons
        include the current owner or operator of a facility where a release has
        occurred, the owner or operator of a facility at the time a release occurred
        and
        companies that disposed of or arranged for the disposal of hazardous substances
        found at a particular site. This liability may be joint and several. Such
        liability, which may be imposed for the conduct of others as well as for
        conditions others have caused, includes the cost of removal and remedial
        action
        as well as damages to natural resources. Few defenses exist to the liability
        imposed by environmental law and regulations. It is also not uncommon for
        third
        parties to file broad claims, against multiple parties, for personal injury
        and
        property damage caused by substances released into the
        environment.


The
          Company intends to operate in full compliance with all industry standard,
          recommended drilling practices, so as to limit expenditures related to
          environmental concerns. The Company has purchased insurance from insurers
          of
          recognized financial responsibility, against such losses and risks and
          in such
          amounts as management of the Company believes to be prudent and customary
          in the
          businesses in which the Company is engaged.


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Going
        Concern


The
        Company incurred net losses of approximately $1,906,634 from the period of
        February 10, 2006 (Date of Inception) through December 31, 2006,
        raising substantial doubt about the Company’s ability to continue as a going
        concern. The Company plans to acquire additional rigs and maintain a high
        utilization rate for the rigs, through the negotiation and execution of
        contracts for drilling services. The Company will seek additional sources
        of
        capital through the issuance of debt or equity financing, but there can be
        no
        assurance the Company will be successful in accomplishing its objectives.
        The
        ability of the Company to continue as a going concern is dependent on additional
        sources of capital and the success of the Company’s plan. The financial
        statements do not include any adjustments that might be necessary if the
        Company
        as a going concern.




Competition




The
        Company operates in the highly competitive areas of oil and natural gas
        exploration and production. The Company faces intense competition from both
        major and other independent oil and natural gas companies seeking to acquire
        the
        equipment and expertise necessary to develop and operate our
        properties.




Many
        of
        the Company’s competitors have substantially greater financial and other
        resources, and some of them are fully integrated oil companies. These companies
        may be able to pay more for development prospects and productive oil and
        natural
        gas properties and may be able to define, evaluate, bid for and purchase
        a
        greater number of properties and prospects than the Company’s financial or human
        resources permit. The Company’s ability to develop and exploit its oil and
        natural gas properties and to acquire additional properties in the future
        will
        depend upon its ability to successfully conduct operations, evaluate and
        select
        suitable properties and consummate transactions in this highly competitive
        environment.




Competition
        related to the development of alternative fuels, specifically biodiesel and
        hydrogen, is difficult to determine due to the nature of stage in development
        of
        each process. Nationally, there is significant research and development being
        conducted in the areas of biodiesel and hydrogen fuel generation. The Company
        believes that most of its current competitors and future competitors will
        most
        likely have significantly greater assets, resources, experience and research
        and
        development capabilities.




Environmental
        Liabilities




Oil
        and
        gas operations are subject to many risks, including well blowouts, imploding
        and
        explosions, pipe failure, fires, formations with abnormal pressures,
        uncontrollable flows of oil, natural gas, brine or well fluids, and other
        environmental hazards or risks. The Company’s drilling operations involve risks
        from high pressures and from mechanical difficulties such as stuck pipes,
        collapsed casings and separated cables. If any of these risks occur, the
        Company
        could sustain substantial losses including:




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·  injury
      or
      loss of life,


·  severe
      damage to or destruction of property, natural resources and
      equipment,


·  pollution
      or other environmental damage,


·  clean-up
      responsibilities,


·  regulatory
      investigations and penalties, and


·  suspension
      of operations.





The
        Company’s liability for environmental hazards includes those created by the
        previous owners of properties that are purchased or leased or by acquired
        companies prior to the date of acquisition. The Company maintains insurance
        against some, but not all, of the risks described above.




Environmental
        Regulations




Various
        federal, state and local laws and regulations concerning the discharge of
        contaminants into the environment, the storage, transportation and disposal
        of
        contaminants, and the protection of public health, natural resources, wildlife
        and the environment affect the Company’s exploration, development and production
        operations. The Company must take into account the cost of complying with
        environmental regulations in planning, designing, drilling, operating and
        abandoning wells. In most instances, the regulatory requirements relate to
        the
        handling and disposal of drilling and production waste products, water and
        air
        pollution control procedures, and the remediation of petroleum-product
        contamination. In addition, operations may require the Company to obtain
        permits
        for, among other things,





·  air
      emissions,


·  discharges
      into surface waters, and


·  the
      construction and operation of underground injection wells or surface pits to
      dispose of saltwater and other non-hazardous oilfield wastes.







Under
      state and federal laws, the Company could be required to remove or remediate
      previously disposed wastes, including wastes disposed of or released by the
      Company or prior owners or operators in accordance with current laws or
      otherwise, to suspend or cease operations in contaminated areas, or to perform
      remedial well plugging operations or cleanups to prevent future contamination.
      The Environmental Protection Agency and various state agencies have limited
      the
      disposal options for hazardous and non-hazardous wastes. The owner and operator
      of a site, and persons that treated, disposed of or arranged for the disposal
      of
      hazardous substances found at a site, may be liable, without regard to fault
      or
      the legality of the original conduct, for the release of a hazardous substance
      into the environment. The Environmental Protection Agency, state environmental
      agencies and, in some cases, third parties are authorized to take actions in
      response to threats on human health or the environment and to seek to recover
      from responsible classes of persons the cost of such action. Furthermore,
      certain wastes generated by our oil and natural gas operations that are
      currently exempt from treatment as hazardous wastes may, therefore, be subject
      to considerably more rigorous and costly operating and disposal
      requirements.




Federal
        and state occupational safety and health laws require the Company to organize
        information about hazardous materials used, released or produced in operations.
        Certain portions of this information must be provided to employees, state
        and
        local government authorities and local citizens. The Company is also subject
        to
        the requirements and reporting set forth in federal workplace
        standards.




The
        Company has made and will continue to make expenditures to comply with
        environmental regulations and requirements. These are necessary business
        costs
        in the oil and gas industry. Although the Company is not fully insured against
        all environmental risks, we maintain insurance coverage which is customary
        in
        the industry. Moreover, it is possible that other developments, such as stricter
        and more comprehensive
        environmental laws and regulations, as well as claims for damages to property
        or
        persons resulting from Company operations, could result in substantial costs
        and
        liabilities, including civil and criminal penalties.







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The
        Company believes it is in
        compliance with existing environmental regulations. Any noncompliance could
        have
        a material adverse effect on the Company’s operations or
        earnings.







Employees




At
        May 22, 2007, the Company had a total of four employees, of which all are
        full-time. The Company’s employees are not represented by a labor union and are
        not subject to any collective bargaining agreement. The Company considers
        its
        employee relations to be good.




Securities
        and Exchange
        Commission




Apollo
        Drilling is required to file reports with the Securities and Exchange Commission
        “SEC” pursuant to Section 13 or 15(d) of The Securities and Exchange Act of
        1934. Apollo Drilling routinely files certain reports to the SEC. These forms
        include:




Form 10-KSB       
        Annual Report




Form 10-QSB       
        Quarterly Report




Form 8-K            Current
        Reports




The
        public may read and copy any materials filed to the SEC by the Company at
        the
        SEC’s Public Reference Room at 450 Fifth Street, NW, Washington,
        DC 20549. The public may obtain information on the operation of the Public
        Reference Room by calling the SEC at 1-800-SEC-0330. The Company’s filings to
        the SEC are submitted electronically and can be accessed via the SEC’s website
        at (http://www.sec.gov).




ITEM 2.
            DESCRIPTION
                OF
                PROPERTIES




As
        of
        December 31, 2006, the Company owns $1,765,180 (net of accumulated
        depreciation of $34,102) of equipment comprised of one fully operation drilling
        rig located in Texas and two disassembled partial drilling rigs that require
        refurbishment and spare equipment located in Oklahoma.




ITEM 3.
            LEGAL
                PROCEEDINGS




On
        February 13, 2007 The Cervelle Group, filed a complaint against the Company
        alleging breach of contract by failing to pay $20,000 and issue
        10,000 shares of the Company’s common stock for services performed. The
        Company intends to vigorously defend this claim.




ITEM 4.
            SUBMISSION
                OF MATTERS TO A
                VOTE OF SECURITY
                HOLDERS




On
        September 25, 2006, the Board of Directors approved the following corporate
        actions by written consent, which became effective in October, in lieu of
        a
        meeting pursuant to Section 78.320 of the Nevada General Corporation Law:
        The reincorporation merger of our company pursuant to which we will merge
        with
        and into Apollo Drilling, Inc., a Delaware corporation formed for such purposes,
        which will result in:





·  a
      change
      of domicile of the company from the State of Nevada to the State of
      Delaware;


·  the
      change of the corporate name to “Apollo Drilling, Inc.”;


·  the
      right
      to receive seven (7) shares of common stock, par value $0.001 per
      share, of Apollo Drilling for each one (1) share of our common stock, par
      value $0.001 per share, owned as of the effective time of the
      reincorporation


merger.


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·  the
      persons presently serving as executive officers and directors serving in their
      same respective positions with Apollo Drilling;


·  the
      adoption of a new Certificate of Incorporation under the laws of the State
      of
      Delaware, pursuant to which our authorized capital stock will be changed from
      25,000,000 shares of authorized capital stock, all of which are
 common   stock, par value $0.001 per share, to
      515,000,000 shares of authorized capital stock, consisting of
      500,000,000 shares of common stock, par value $0.001 per share, and
      15,000,000 shares of “blank check” preferred stock, par value
      $0.001 per share, with the right conferred upon the Board of Directors to
      set the dividend, voting, conversion, liquidation and other rights, as
      well


·  as
      the
      qualifications, limitations and restrictions, with respect to the preferred
      stock as the Board of Directors may determine from time to
      time; and


·  the
      adoption of new Bylaws under the laws of the State of Delaware.










PART II




ITEM 5.
            MMARKET
                FOR REGISTRANT’S
                COMMON EQUITY AND RELATED STOCKHOLDER
              MMATTERS




Market
        for Registrant’s Common
        Equity




The
        Company’s common stock is traded on the OTCBB under the symbol APDR.OB. The
        stock prices set forth below represent the highest and lowest sales prices
        per
        share of the Company’s common stock as reported by the OTCBB. The prices
        reported in the following table reflect inter-dealer prices without retail
        mark-up, mark-down or commissions and may not represent actual transactions.
        Prices after October 18, 2006 reflect the 7 to 1 stock split. Prior to
        august 2006 the Company’s common stock did not trade on any public
        exchange.




Quarter
                Ended
            
            High
            
            
            LowDecember 31,
                2006
            
            $
            0.32
            
            
            $
            0.07September 30,
                2006
            
            $
            0.40
            
            
            $
            0.15




Holders
        of
        Record




As
        of
        May 31, 2007 there were approximately 32 holders of record of the Company’s
        common stock.




Dividends




The
        Company’s has paid no cash dividends on its common stock.




Securities
        Authorized for Issuance
        under Equity Compensation Plans




As
        of
        December 31, 2006, the Company does not have any stock options outstanding,
        nor does it have any written or verbal agreements for the issuance or
        distribution of stock options at this time.




Description
        of
        Securities




Common
        Stock. At May 22, 2007, the Company had 222,090,000 shares of its
        common stock outstanding and 500,000,000 shares authorized. Common stock
        holders have full voting rights.




Preferred
        Stock At May 22, 2007 the Company had 15,000,000 authorized and none issued
        or outstanding.




As
        of
        May 22, 2007 there were 188,691,000 shares issued and outstanding to
        officers and directors and affiliates.




At
        December 31, 2006 there were no equity compensation plans approved or
        outstanding and no options granted or outstanding.




Change
        in Securities and Use of
        Proceeds




Changes
        in equity securities are as follows:




On
        November 11, 2006, 1,700,000 common shares were issued for $408,000
        worth of services.




On
        November 30, 2006,
        525,000 common shares issued for $25,000 in cash.


On
        November 30, 2006, 525,000 common shares issued for $25,000 in
        cash.




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On
        November 30, 2006, 2,800,000 common shares issued for $160,000 in
        cash.




On
        December 4, 2006, 500,000 common shares issued for $95,000 in
        services.




On
        December 4, 2006, 1,540,000 common shares issued for $100,000 in
        cash.




The
        Company is seeking working capital and funds to upgrade and purchase equipment
        to increase oil and natural gas production.




ITEM 6.
            MANAGEMENTS
                DISCUSSION AND
                ANALYSIS OR PLAN OF
                OPERATION.




The
        following discussion should be read in conjunction with the Company’s Financial
        Statements and the notes thereto and the other information included in
        Item 7 of this Annual Report on Form 10-KSB.




Overview




The
        Company derives its revenue primarily from providing oil and natural gas
        exploration drilling services The Company also focused on raising capital
        through private placements of its common stock and securing collateralized
        debt
        financing essential to providing the capital to expand its business
        operations.




Critical
        Accounting
        Policies




The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the amounts reported in the accompanying financial
        statements and related footnotes. Management bases its estimates and assumptions
        on historical experience, observance of industry trends and various other
        sources of information and factors. Actual results could differ from these
        estimates. Critical accounting policies are defined as those that are reflective
        of significant judgments and uncertainties, and potentially could result
        in
        materially different results under different assumptions and
        conditions.




Revenue
        Recognition




Oil
        and
        natural gas exploration drilling revenue is recognized at the time services
        are
        provided.




Results
        of
        Operations




Due
        to
        Apollo Drilling operations beginning February 10, 2006 (Inception), only
        fiscal 2006 operations will be discussed.




Sales




The
        Company recorded revenue of $1,201,451 for 2006. The Company commenced
        operations in October 2006. The Company also provided drilling services to
        the
        parent, Apollo Resources International, Inc., totaling $420,508 of which
        is
        included in total revenues.  The drilling services were provided to
        the parent at standard rates as charged to other non-related
        customers.




Cost
        of
        Sales




Cost
        of sales was $644,237 in 2006, and
        consisted of drilling supplies totaling $286,175, depreciation expense of
        $34,102 and related labor costs totaling
        $323,960.


Operating
        Expenses




Operating
        expenses were $2,597,957 in 2006 and consisted primarily of approximately
        $1,303,000 in consulting services, of which all were related to stock issued
        for
        services, compensation of $338,960, and insurance of $272,753, and other
        SGA
        expenses of $649,142 consisting of consulting fees of $229,426, and financing
        and bank fees of $116,332, and professional fees of $118,924.




Other
        Income and
        Expenses




A
        fixed
        asset impairment was recorded totaling $168,745.





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Liquidity
        and Capital
        Resources




Cash
        used
        in operating activities was $608,509 in 2006. This is primarily related to
        startup costs incurred by the Company in fiscal 2006.




Net
        cash
        used in investing activities was $1,968,027 in fiscal 2006 due to the
        acquisition of property, plant and equipment.




Net
        cash
        provided by financing activities was $3,002,244 in fiscal 2006, and consisted
        primarily of proceeds from sales of common stock of $560,000, proceeds from
        notes payable of $1,000,000 and shares issued for the acquisition totaling
        $1,442,244.




During
        the period ending December 31, 2006, the Company recorded a net loss of
        $1,906,634. The Company’s continued existence is dependent upon its ability to
        take advantage of acquisition opportunities, raise capital through private
        securities offerings, secure collateralized debt financing and use these
        sources
        of capital to grow and enhance its oil and gas drilling
        operations.




There
        can
        be no assurance that any of management’s plans as described above will be
        successfully implemented or that the Company will continue as a going
        concern.




The
        Company’s Liquidity
        Plan




Recent
        operating results give rise to concerns about the Company’s ability to generate
        cash flow from operations sufficient to make scheduled debt payments as they
        become due. As of December 31, 2006, the Company continued to seek other
        financing from private placements and other acquisitions to expand its
        operations.




The
        Company’s need to raise additional equity or debt financing and the Company’s
        ability to generate cash flow from operations sufficient to make scheduled
        payments on its debts as they become due will depend on its future performance
        and the Company’s ability to successfully raise capital and implement business
        and growth strategies. The Company’s performance will also be affected by
        prevailing economic conditions. Many of these factors are beyond the Company’s
        control. If future cash flows and capital resources are insufficient to meet
        the
        Company’s debt obligations and commitments, the Company may be forced to reduce
        or delay activities and capital expenditures, obtain additional equity capital
        or restructure or refinance its debt. In the event that the Company is unable
        to
        do so, the Company may be left without sufficient liquidity and it may not
        be
        able to meet its debt service requirements. In such a case, this could result
        in
        a substantial portion of the Company’s indebtedness becoming immediately due and
        payable. As a result, the Company may not be able to continue operations
        due to
        liens, collateralized notes or other secured positions placed on the Company’s
        assets.




Off-Balance
        Sheet
        Arrangements




At
        December 31, 2006 the Company had no obligations that would qualify to be
        disclosed as off-balance sheet arrangements.




Risk
        Factors




The
        Company’s limited operating
        history makes evaluating its business and prospects
        difficult.




The
        Company’s limited operating history make it difficult to evaluate its current
        business and prospects or to accurately predict its future revenues or results
        of operations. The Company’s revenue and income potential are unproven, and its
        business plan is constantly evolving. The oil and gas industry is constantly
        changing and the market for alternative fuels is evolving; therefore the
        Company
        may need to continue to modify its business plan to adapt to these changes.
        As a
        result, the Company is more vulnerable to risks, uncertainties, expenses
        and
        difficulties than more established companies.





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The
        Company has operating losses and
        it anticipates losses for the foreseeable future. Unless the Company is able
        to
        generate profits and positive cash flow it may not be able to continue
        operations.




The
        Company incurred a net loss of $1,906,634 for the year ended December 31,
        2006. The Company expects operating losses to continue for the foreseeable
        future as it incurs expenditures for future acquisitions and general business
        enhancement.




With
        increased on-going operating expenses, the Company will need to generate
        significant revenues to achieve profitability. Consequently, the Company
        may
        never achieve profitability. Even if the Company does achieve profitability,
        it
        may not sustain or increase profitability on a quarterly or annual basis
        in the
        future.




Risks
        relating to our
        industry




Oil
        and
        gas prices are volatile. A decline in prices could adversely affect the
        financial position, financial results, cash flows, access to capital and
        ability
        to grow.




The
        Company’s revenues, operating results, profitability and future rate of growth
        depend in great part upon the prices it receives for the oil it sells. Prices
        also affect the amount of cash flow available for capital expenditures and
        the
        ability to borrow money or raise additional capital.




Historically,
        the markets for oil and gas have been volatile and they are likely to continue
        to be volatile. Wide fluctuations in oil and gas prices may result from
        relatively minor changes in the supply of and demand for oil and natural
        gas,
        market uncertainty and other factors that are beyond the Company’s control,
        including:





• 
      weather conditions;




•  the
      level of consumer demand;




• 
      the availability of pipeline capacity;




•  the
      price and level of foreign imports;




• 
      domestic and foreign governmental regulations and taxes;




•  the
      ability of the members of the Organization of Petroleum Exporting Countries
      to
      agree to and maintain oil price and production controls;




•
       political instability or armed conflict in oil-producing
      regions; and




•
       the overall economic environment.







These
        factors and the volatility of the energy markets make it extremely difficult
        to
        predict future oil and gas price movements with any certainty. Declines in
        oil
        and gas prices would not only reduce revenue, but could reduce the amount
        of oil
        and gas that we can produce economically and, as a result, could have a material
        adverse effect on the Company’s financial condition, results of operations and
        reserves. Further, oil and gas prices do not necessarily move in
        tandem.




Competition
        in the oil and natural
        gas industry is intense, and many of the Company’s competitors have greater
        financial and other resources.




The
        Company operates in the highly competitive areas of oil and natural gas
        exploration. The Company faces intense competition from both major and other
        independent oil and natural gas companies. Many of the Company’s competitors
        have financial and other resources substantially greater than the Company’s and
        some of them are fully integrated oil companies. The Company also competes
        with
        other major as well as mid-size and small oil and natural gas companies in
        attempting to secure drilling rigs, pipeline hook-up services and other
        equipment necessary for drilling and completing wells. If the Company cannot
        compete effectively, it may experience future price reductions, reduced gross
        margins and loss of market share, any of which will materially adversely
        affect
        its business, operating results and financial condition.








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Oil
        and gas drilling and producing
        operations can be hazardous and may expose the Company to environmental
        liabilities.




Oil
        and
        gas operations are subject to many risks, including well blowouts, cratering
        and
        explosions, pipe failure and ruptures, fires, formations with abnormal
        pressures, uncontrollable flows of oil, natural gas, brine or well fluids,
        and
        other environmental hazards and risks. If any of these risks occurs, the
        Company
        could sustain substantial losses as a result of:




• 
      injury or loss of life;




• 
      severe damage to or destruction of property, natural resources and
      equipment;




• 
      pollution or other environmental damage;




• 
      clean-up responsibilities;




• 
      regulatory investigations and penalties; and




• 
      suspension of operations.









The
        Company’s liability for environmental hazards includes those created either by
        the previous owners of properties that have been purchased or leased or by
        acquired companies prior to the date of acquisition. The Company maintains
        insurance against some, but not all, of the risks described above. Insurance
        may
        not be adequate to cover casualty losses or liabilities. If a significant
        accident or event occurs that is not fully insured, it could adversely affect
        the Company’s financial position or results of operations. Also, in the future
        the Company may not be able to obtain insurance at premium levels that justify
        its purchase.







Operations
        are subject to various
        laws and governmental regulations that could restrict future operations and
        increase operating costs.




Many
        aspects of operations are subject to various federal, state and local laws
        and
        governmental regulations, including laws and regulations
        governing:





• 
      environmental quality;




• 
      pollution control;




• 
      remediation of contamination;




• 
      preservation of natural resources; and




• 
      worker safety.









The
        Company’s operations are subject to stringent laws and regulations relating to
        containment, disposal and controlling the discharge of hazardous oilfield
        waste
        and other non hazardous waste material into the environment, requiring removal
        and cleanup under certain circumstances, or otherwise relating to the protection
        of the environment. The Company is also subject to the requirements of the
        federal Occupational Safety and Health Act (“OSHA”)


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and
        comparable state statutes. The OSHA hazard communication standard, the
        Environmental Protection Agency “community right-to-know” regulations under
        Title III of the Federal Superfund Amendment and Reauthorization Act and
        comparable state statutes require the Company to organize and report information
        about the hazardous materials used in operations to employees, state and
        local
        government authorities and local citizens.




Environmental
        laws and regulations are complex and subject to frequent change. In some
        cases,
        they can impose liability for the entire cost of cleanup on any responsible
        party without regard to negligence or fault and can impose liability on the
        Company for the conduct of others or conditions others have caused, or for
        the
        Company’s acts that complied with all applicable requirements when performed by
        the Company. The Company may also be exposed to environmental or other
        liabilities originating from businesses and assets purchased from others.
        The
        Company’s compliance with amended, new or more stringent requirements, stricter
        interpretations of existing requirements or the future discovery of
        contamination may require the Company to make material expenditures or subject
        it to liabilities that it currently does not anticipate.










Risks
        relating to our common
        stock




A
        large number of shares will be
        available for future sale and the sale of these shares may depress the market
        price of the Company’s common stock.




As
        of
        May 22, 2007, the Company had outstanding 222,090,000 shares of common
        stock, of which approximately 220,290,000 shares are still considered
“restricted securities” as that term is defined under Rule 144 promulgated
        under the Securities Act of 1933. These restricted shares are eligible for
        sale
        under Rule 144 at various times would cause them to beneficially own more
        than 4.99% of the Company’s outstanding common stock, this restriction does not
        prevent the selling shareholders from converting and/or exercising some of
        their
        holdings, selling the shares obtained and then converting the rest of their
        holdings. In this way, the selling shareholders could sell more than this
        limit
        while never holding more than this limit.




The
        Company does not intend to pay
        cash dividends on its common stock in the foreseeable
        future.




The
        Company currently anticipates that it will retain all future earnings, if
        any,
        to finance the growth and development of its business and do not anticipate
        paying cash dividends on its common stock in the foreseeable future. Any
        payment
        of cash dividends will depend upon the financial condition, capital
        requirements, earnings and other factors deemed relevant by the Company’s board
        of directors.




“SafeHarbor”
Statement
        under the Private
        Securities Litigation Reform Act:




With
        the
        exception of historical information, the matters discussed in this report
        are
“forward looking statements” as that term is defined in Section 21E of the
        Securities Exchange Act of 1934.




ITEM 7.
            FINANCIAL
                STATEMENTS.




See
        Index
        to Financial Statements on page F-1.




ITEM 8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FFINANCIAL
                DISCLOSRE.




Not
        applicable.














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ITEM 8A.
            CONTROLS
                AND
                PROCEDURES.







Our
        management, including the principal executive officer and principal financial
        officer, evaluated our disclosure controls and procedures (as defined in
        Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
        1934) related to the recording, processing, summarization and reporting of
        information in our reports that we file with the SEC. These disclosure controls
        and procedures have been designed to provide reasonable assurance that material
        information relating to us, is made known to our management, including these
        officers, by other of our employees, and that this information is recorded,
        processed, summarized,
        evaluated and reported, as applicable, within the time periods specified
        in the
        Sec’s rules and forms.




Based
      on
      managements evaluation, and as determined by the Company, there were control
      deficiencies that constituted material weaknesses related to internal controls
      over financial reporting with respect to the  preparation, review,
      presentation and disclosure of the consolidated statements, during the fourth
      quarter of the year ended December 31, 2006.  Our principal executive
      officer and principal financial officer have concluded that our disclosure
      controls and procedures are not effective.




Subsequently,
      during the second quarter 2007, management implemented enhancements to Apollo
      Drilling’s internal controls  over financial reporting with respect to
      the consolidated financial statements. Apollo Drilling has created templates
      to
      be used in  financial reporting to  provide more detailed
      information. Also,  the disclosure processes  for testing
      GAAP compliance have been  improved through the utilization of GAAP
      checklists and implementing a process that ensures the timely review and
      approval  of complex accounting estimates by qualified accounting
      personnel.   In addition, management hired a new Chief Financial
      Officer and Controller.  Management has assessed the operating
      effectiveness of these enhanced controls and believes the material weaknesses
      have been remediated.  As a result, management believes there are no
      material inaccuracies or omissions of material fact and to the best of its
      knowledge, believes that the consolidated financial statements for the year
      ended December 31, 2006 (restated) fairly present in all material respects
      the
      financial condition and results of operations for the Corporation in conformity
      with accounting principles generally accepted in the United States of
      America.










Extension
        of Compliance Date for
        Management’s Report on Internal Control Over Financial
        Reporting




The
        Company is a non-accelerated filer as defined in Rule 12b-2 of the Act. On
        September 21, 2005, the Securities and Exchange Commission extended the
        compliance dates for non-accelerated filers concerning the provisions of
        Exchange Act Rule 13a-15(d) or 15d-15(d), whichever applies, requiring an
        evaluation of changes to internal control over financial reporting requirements
        with respect to the company’s first periodic report due after the first annual
        report that must include management’s report on internal control over financial
        reporting. A company that is a non-accelerated filer must begin to comply
        with
        these requirements for its first fiscal year ending on or after July 15,
        2007. In addition, the compliance period was extended to the amended portion
        of
        the introductory language in paragraph 4 of the certification required by
        Exchange Act Rules 13a-14(a) and 15d-14(a) that refers to the certifying
        officers’ responsibility
        for establishing and maintaining internal control over financial reporting
        for
        the company, as well
        as
        paragraph 4(b). The amended language must be provided in the first annual
        report required to contain management’s internal control report and in all
        periodic reports filed thereafter. The extended compliance dates also
        apply to the amendments of Exchange Act Rules 13a-15(a) and 15d-15(a)
        relating to the maintenance of internal control over financial
        reporting.











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Under
      the
      internal control reporting provisions of the Act, Management will be responsible
      for establishing and maintaining adequate internal control over financial
      reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal
      control over financial reporting is a process designed to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with accounting
      principles generally accepted in the United States of America.




The
        Company’s internal control over financial reporting includes those policies and
        procedures that (i) pertain to the maintenance of records that, in
        reasonable detail, accurately and fairly reflect the transactions and
        dispositions of the assets of the Company; (ii) provide reasonable
        assurance that transactions are recorded as necessary to permit preparation
        of
        financial statements in accordance with generally accepted accounting
        principles, and that receipts and expenditures of the Company are being made
        only in accordance with authorizations of management and directors of the
        Company; and (iii) provide reasonable assurance regarding prevention or
        timely detection of unauthorized acquisition, use, or disposition of the
        Company’s assets that could have a material effect on the financial
        statements.




Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.




Prior
        to
        the extended deadline in 2007, management will conduct an evaluation of the
        effectiveness of internal control over financial reporting based on the
        framework in Internal Control — Integrated Framework issued by the
        Committee of Sponsoring Organizations of the Treadway Commission. Based on
        this
        evaluation, management will determine whether the Company’s internal control
        over financial reporting is effective. Management’s assessment of the
        effectiveness of the Company’s internal control over financial reporting will be
        audited by an independent registered public accounting firm and stated in
        their
        report which will be included in the Company’s Form 10-KSB
        filing.






All
      of
      the changes described in the remediation of material  weaknesses
      occurred during the second quarter of 2007.  Other than as described
      previously, there have not been any changes in the Company’s internal controls
      during 2006 that have materially affected, or are reasonably likely to
      materially affect the Company’s internal control over financial
      reporting.










PART III




ITEM 9.
            DIRECTORS
                AND EXECUTIVE
                OFFICERS PROMOTORS AND CONTROL PERSONS OOF THE REGISTRANT; COMPLIANCE
                WITH
                SECTION 16(a) OF THE EXCHANGE
                ACT







On
        May 15, 2006 the board of Directors of the Company elected George Lowrance
        as Chief Executive Officer, Wayne McPherson as President and Robert Nelson
        as
        Chief Financial Officer.




Effective
        May 15, 2006, George Lowrance, Wayne McPherson and William Pritchard were
        appointed as Directors of the Company and Dennis Eldjarnson and Taber Wetz
        resigned from the Board of Directors. George Lowrance will serve as Chairman
        of
        the Board.




Effective
        September 25, 2006 Mr. Wayne McPherson resigned as President and a
        Director.




Effective
        September 25, 2006 Mr. Robert Nelson was appointed to the Board of
        Directors of the Company.




On
        October 9, 2006 the Company regretfully announced the passing of
        Mr. George Lowrance







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Effective
        October 13, 2006 Mr. Dennis McLaughlin was appointed Chief Executive
        Officer and Chairman of the Board


MANAGEMENT




The
        following table provides information regarding our directors and executive
        officers as of December 31, 2006:




Name
            
            Age
            
            Position
            
            Dates
                ServedDennis
                McLaughlin
            
            40
            
            Chief
                Executive Officer, Chairman
            
            October 13,
                2006 to presentRobert
                H. Nelson
            
            61
            
            Chief
                Financial officer, Director
            
            May 15,
                2006 to presentWilliam
                Pritchard
            
            55
            
            Director
            
            December 6,
                2004 to present




Mr. McLaughlin
        has served as Chairman of the Board and Chief Executive Officer of the Company
        from October 13, 2006 to May 1, 2007. Mr. McLaughlin serves as
        Chairman of Apollo Resources International, Inc. (a publicly traded company)
        since November 2004. Mr. McLaughlin also serves as Chairman of Blue
        Wireless & Data, Inc. (a publicly traded company), a position he has
        held since June 2004. Mr. McLaughlin was formerly CEO and Co-Chairman of
        Ocean Resources, Inc. (a publicly traded company) and served as such from
        September 2003 to January 2005. Mr. McLaughlin founded MAC Partners, LP
        (“MAC Partners”), a merchant banking company, in January 2002. Prior to that he
        founded Aurion Technologies, LLC in 1998 and served as CEO and was a Director
        through 2001. He founded Aurora Natural Gas, LLC in 1993 and served as CEO
        through 2001. Prior to starting his own companies, he worked as a Manager
        of
        Marketing & Transportation for Highland Energy from 1991 to 1993, and
        before this worked as a gas marketing representative for Clinton Natural
        Gas
        from 1990 to 1991. Mr. McLaughlin received a Bachelor of Economics degree
        from the University of Oklahoma in 1992.




Mr. Nelson
        served as Chief Financial Officer and Chief Operating Officer of Greystone
        Logistics, Inc. (GLGI.OB) from 2004 to March 2006. From 2001 to 2004, he
        was a
        financial consultant to the Key Auto Group, a retail automobile dealership
        chain. Prior to that, Mr. Nelson was Chief Financial Officer to Fusion
        Telecommunications International, Inc., a provider of long distance
        international communication systems from 1999 to 2001. Mr. Nelson has also
        served as Chief Financial Officer of Trace International Holdings, Inc.,
        a
        privately owned company with controlling interests in a variety of public
        and
        privately owned companies from 1987 to 1999; United Auto group, the second
        largest publicly traded retail auto group in the United States from 1996
        to
        1999; Ogden Allied Services and Allied Maintenance Corporation from 1982
        to
        1987. Prior to that, Mr. Nelson was with Coopers and Lybrand, the
        predecessor to Price Waterhouse Coopers from 1970 to 1981. Mr. Nelson is a
        certified public accountant and a graduate of
        Manhattan College.




SECTION 16(a)
        REPORTING




Section 16(a)
        of the Exchange Act requires the Company’s officers, directors and persons who
        beneficially own more than 10% of a registered class of the Company’s equity
        securities to file reports of ownership and changes in ownership with the
        Securities and Exchange Commission, and to furnish to the Company copies
        of such
        reports. Based solely on the review of copies of the forms received, the
        Company
        believes that, during the last fiscal year, all filing requirements under
        Section 16(a) applicable to its officers, directors and 10% stockholders
        were timely.




Code
        of
        Ethics




As
        of
        December 31, 2006 the Company had not yet adopted a formal code of ethics
        governing its executive officers and directors.





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ITEM 10.
            EXECUTIVE
                COMPENSATION




Summary
        Compensation
        Table




Long
                Term
                CompensationAnnual
                Compensation
            
            
            Awards
                PayoutsOther
            
            
            Restricted
            
            
            SecuritiesAnnual
            
            
            Stock
            
            
            Underlying
            
            
            
            
            
            All
                OtherName
                and
                Principal
            
            
            
            
            Salary
            
            
            Bonus
            
            
            Compensation
            
            
            Award
                (s)
            
            
            Options/SARs
            
            
            LTIP
            
            
            CompensationPosition
            
            Year
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            Payouts ($)
            
            
            ($)Dennis
                G. McLaughlin,
              CEO
            
            
            2006
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            0
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Robert
                H. Nelson,
              CFO
            
            
            2006
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-




On
        January 8, 2007 Mr. McLaughlin received 10,500,000 shares of
        common stock for his services as CEO and a Director.




On
        January 8, 2007 Robert Nelson received 1,750, 000 and Mr. Nelson’s
        wife received 8,750,000 shares of common stock for his services as CFO and
        a Director.




On
        January 8, 2007 Mr. William Pritchard received 10,500,000 shares
        of stock for his services as a Director.




Directors
        who are also officers of the Company receive no cash compensation for services
        as a director. However, the directors will be reimbursed for out-of-pocket
        expenses incurred in connection with attendance at board and committee
        meetings.




Subsequently,
        on February 5, 2007, Mr. Pritchard resigned as
        director.




Identification
        of the Audit
        Committee; Audit Committee Financial Expert




Due
        to
        the Company’s size and stage of development; it has had difficulty recruiting
        individuals to serve on its Board who are qualified as an audit committee
        financial expert to serve an audit committee. As of December 31, 2006 the
        Company had not established an audit committee and the entire board essentially
        serves as the Company’s audit Committee.











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ITEM 11.
            SECURITY
                OWNERSHIP OF CERTAIN
                BENEFICIAL OWNERS AND MANAGEMENT
              AND
                RELATED STOCKHOLDER
                MATTERS




The
        following table sets forth certain information regarding beneficial ownership
        of
        the Company’s common stock as of May 22, 2007, by (1) each director
        and named executive officer of the Company, (2) all officers and directors
        of the Company as a group, and (3) all persons who are known by the Company
        to be beneficial owners of 5% or more of the Company’s outstanding common
        stock.




Number
                ofTitle
                of
                Class
            
            Name
                and
                Address
            
            Shares(1)
            
            
            %
                of
                ClassCommon
                Stock
            
            Dennis
                McLaughlin,
              CEO
                and Director
            
            
            10,850,000
            
            
            
            4.8
            %Common
                Stock
            
            Robert
                Nelson,
              Chief
                Financial Officer and Director
            
            
            10,500,000
            
            
            
            4.7
            %Common
                Stock
            
            Jeff
                F. Raley
            
            
            5,000,000
            
            
            
            2.3
            %Common
                Stock
            
            Apollo
                Resources International, Inc
            
            
            140,091,000
            
            
            
            63.1
            %Common
                Stock
            
            Officers
                and Directors as a Group
              (3 persons)
            
            
            26,350,000
            
            
            
            11.8
            %






*
            
            Indicates
                less than one percent (1%).(1)
            
            Except
                as set forth above and based solely upon reports of beneficial ownership
                required to be filed with the Securities and Exchange Commission
                pursuant
                to Rule 13d-1 under the Securities ExchangeAct of1934,
                as amended, the Company does not believe that any other person
                beneficially owned, as of June 11, 2007, greater than 5% of the
                outstanding common stock. Except as otherwise noted, the address
                of the
                named individuals is 3001 Knox Street, Suite 403, Dallas,
                Texas 75205.




(2)
            
            Mr. Nelson
                owns 1,750,000 and Mr. Nelson’s wife owns
                8,750,000




ITEM 12.
            CERTAIN
                RELATIONSHIPS AND
                RELATED PARTY
                TRANSACTIONS




On
        May 15, 2006, Mac Partners, LP sold 6,200,000 shares of Apollo
        Drilling to Apollo Resources International, Inc. The former CEO of the company
        also owns a majority of MAC Partners, LP.




On
        May 15, 2006, Former CEO and Treasurer, respectively, each sold their
        respective 500,000 shares of common stock to MAC Partners,
        LP.




As
        of
        December 31, 2006 the Company had an outstanding $1,000,000 note payable to
        First Capital dba FCC. This note was collateralized by Apollo Resources
        International, Inc. with their 19,900,000 shares of Apollo Drilling stock.
        This note was repaid on February 28, 2007 and the collateral was returned
        to Apollo Resources International, Inc.




During
        2006 the company paid $100,000 to Mr. Pritchard, a director, for consulting
        services.





During
        2006 the company provided drilling services to the parent totaling
        $420,508.


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ITEM 13.
            Exhibits,
                Financial Statements
                Schedules, and Reports on Form
                8-K.




ExhibitNumber3
            .1
            
            Articles
                of incorporation (filed in the Company’s Form 10-SB Registration Statement
                filed July 6, 2004 and incorporated herein by
                reference).3
            .2
            
            Bylaws
                (filed in the Company’s Form 10-SB Registration Statement filed
                July 6, 2004 and incorporated herein by
                reference).10
            .1
            
            Term
                Loan and Joinder Agreement.10
            .2
            
            Reincorporation
                merger with and into Apollo Drilling (filed in the company’s Schedule
                14 C Information on September 25, 2006, and incorporated herein
                by reference).31
            .1
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) under the
                Securities Act on 1934.31
            .2
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) under the
                Securities Act on 1934.32
            .1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C., Section 1350,
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32
            .2
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C., Section 1350,
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.




ITEM 14.
            Principal
                Accountant Fees and
                Services.




Audit
        Fee:  The
        aggregate fees billed us for each of the last two fiscal years for professional
        services rendered by the Company’s principal accountant for the audit of the
        Company’s annual financial statements and review of its quarterly financial
        statements was $47,575 and $10,600, respectively.




Tax
        Fees:  none




All
        Other
        Fees:  none




The
        Company’s Board acts as the audit committee and had no “pre-approval policies
        and procedures” in effect for the auditors’ engagements for the audit years 2006
        and 2005. All audit work was performed by the auditors’ full time
        employees.








SIGNATURES




Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of 1934, the Company has duly caused this Form 10-KSB/A to be signed on its
        behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
        State of Texas, on July 11, 2007.




Apollo
        Driling, INC.




By:
            /s/  Jeff
                f. raley


Jeff
        f.
        Raley


Chief
        Executive
        Officer








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POWER
        OF
        ATTORNEY








Each
        individual whose signature appears below constitutes and appoints Jeff F.
        Raley
        such person’s true and lawful attorneys-in-fact and agents with full power of
        substitution and resubstitution, for such person and in such person’s name,
        place, and stead, in any and all capacities, to sign any and all amendments
        to
        this Form 10-KSB/A and to file the same with all exhibits thereto, and all
        documents in connection therewith, with the Securities and Exchange Commission,
        granting unto such attorneys-in-fact and agents, and each of them, full power
        and authority to do and perform each and every act and thing requisite and
        necessary to be done in and about the premises, as fully to all intents and
        purposes as such person might or could do in person, hereby ratifying and
        confirming all that such attorneys-in-fact and agents or any of them, or
        their
        substitute or substitutes, may lawfully do or cause to be done by virtue
        hereof.




Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of 1934, this Form 10-KSB/A has been signed by the following persons on
        behalf of the Registrant in the capacities and on the dates
        indicated.




Signature
            
            Capacity
            
            Date/s/  Jeff
                F. Raley
              
              Jeff
                F. Raley
            
            Chief
                Executive Officer
            
            December 19,
                2007/s/  Dennis G.
                McLaughlin
              Dennis
                G. McLaughlin
            
            Director
            
            December 19,
                2007


























19







Table
      of
      Contents














ANNUAL
        REPORT ON
        FORM 10-KSB


ITEM 7


LIST
        OF FINANCIAL
        STATEMENTS


CERTAIN
        EXHIBITS


FINANCIAL
        STATEMENTS


YEAR
        ENDED DECEMBER 31,
        2006


APOLLO
        DRILLING,
        INC.


DALLAS,TEXAS




FORM 10-KSB —
        ITEM 7


Apollo
        Drilling,
        Inc.


INDEX
        TO FINANCIAL
        STATEMENTS




The
        following financial statements of Apollo Drilling, Inc. are included in response
        to Item 7:




Report
                of Independent Registered Public Accounting Firm
            
            
            F-2Consolidated
                Balance Sheet as of December 31, 2006
            
            
            F-3Consolidated
                Statement of Operations for the fiscal year ended December 31, 2006
            
            
            F-4Consolidated
                Statement of Stockholders’ Equity
            
            
            F-5Consolidated
                Statement of Cash Flow for the fiscal year ended December 31, 2006
            
            
            F-6Notes
                to Consolidated Financial Statements
            
            
            F-7







Table
      of
      Contents











To
        the
        Board of Directors and Stockholders


Apollo
        Drilling, Inc.


Dallas,
        TX




REPORT
        OF INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM




We
        have
        audited the accompanying balance sheets of Apollo Drilling, Inc. (formerly
        known
        as Siam Imports, Inc.) as of December 31, 2006, and the related statements
        of operations, stockholders’ equity, and cash flows for the period from
        February 10, 2006 (Date of Inception) through December 31, 2006. These
        financial statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.




We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about 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. We believe that our audits provide a
        reasonable basis for our opinion.




In
        our
        opinion, based on our audit, the financial statements referred to above present
        fairly, in all material respects, the financial position of the Company as
        of
        December 31, 2006, and the results of its operations and its cash flows for
        the period from February 10, 2006 (Date of Inception) through
        December 31, 2006 in conformity with U.S. generally accepted
        accounting principles.




The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has suffered losses from operations, all of which
        raise
        substantial doubt about its ability to continue as a going concern. Management’s
        plans in regards to these matters are also described in Note 2. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.




De
        Joya
        Griffith & Company, LLC


June 25,
        2007


Henderson,
        Nevada





F-2







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      of
      Contents



















APOLLO
        DRILLING,
        INC.




BALANCE
        SHEET




December 31,2006ASSETSCurrent
                AssetsCash
                and cash equivalents
            $
            425,708Accrued
                interest receivable
            
            2,103Prepaid
                expenses and deposits
            
            22,000Inventory
            
            451,500Note
                receivable and advances, related parties
            
            237,673Total
                Current
                Assets
            
            1,138,984Property
                and equipment, net
            
            1,765,180Total
                Assets
            $
            2,904,164LIABILITIES
                AND STOCKHOLDERS’
                EQUITYCurrent
                LiabilitiesAccounts
                payable and accrued liabilities
            $
            184,371Customer
                deposits
            
            321,183Notes
                payable
            
            1,000,000Total
                Current Liabilities
            
            1,505,554Stockholders’
                EquityPreferred
                stock , $0.01 par, 15,000,000 authorized and none issued or
                outstanding at December 31, 2006Common
                stock, $.001 par value; 500,000,000 shares authorized and
                177,340,000 issued and outstanding at December 31,
                2006
            $
            177,340Additional
                paid-in capital
            
            3,127,904Accumulated
                deficit
            
            (1,906,634)Total
                Stockholders’ Equity
            
            1,398,610Total
                Liabilities and
                Stockholders’ Equity
            $
            2,904,164




See
        accompanying notes to financial statements.





F-3







Table
      of
      Contents
















APOLLO
        DRILLING,
        INC.




STATEMENT
        OF
        OPERATIONS




February
                10,
                2006(inception)
                toYear
                EndedDecember 31,2006Revenue
            
            $
            1,201,451Cost
                of sales
            
            
            644,237Gross
                profit
            
            
            557,214Operating
                expenses:Compensation
            
            
            15,000Insurance
            
            
            272,753Fixed
                asset impairment
            
            
            168,745Consulting
                fees
            
            
            1,303,000Other
                selling, general, and administrative expenses
            
            
            649,142Total
                operating expenses
            
            
            2,408,640Loss
                from operations
            
            
            (1,851,426
            )Other
                income (expense):Interest
                expense
            
            
            (59,675
            )Other
                income
            
            
            4,467Total
                other income (expense):
            
            
            (55,208
            )Net
                loss
            
            $
            (1,906,634
            )Income
                (loss) per common share:Basic
                and diluted
            
            $
            (.02
            )Weighted
                average shares:Basic
                and diluted
            
            
            127,071,589




See
        accompanying notes to financial statements.





F-4














































Table
        of
        Contents





STATEMENT
        OF STOCKHOLDERS’
EQUITY




Preferred
            
            
            
            Common
            
            AdditionalStock
            
            Common
            
            Stock
            
            Paid
                in
            
            AccumulatedSeries
            
            Shares
            
            ($.001 par)
            
            Capital
            
            Deficit
            
            TotalsBalance
                at December 31,
                2004
            $
            —
            
            $
            1,800,000
            
            $
            1,800
            
            $
            43,200
            
            $
            (29,979)
            
            $
            15,021Common
                stock issued for services
            
            
            
            
            6,200,000
            
            
            6,200
            
            
            24,800
            
            
            —
            
            
            31,000Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            (48,322)
            
            
            (48,322)Balance
                at December 31,
                2005
            
            
            
            
            8.000.000
            
            
            8,000
            
            
            68,000
            
            
            (78,301)
            
            
            (2,301)Stock
                split 7:1
            
            
            
            
            48,000,000
            
            
            48,000
            
            
            (48,000
            
            
            —
            
            
            —Adjusted
                balance
            
            
            
            
            56,000,000
            
            
            56,000
            
            
            20,000
            
            
            (78,301)
            
            
            (2,301)Common
                stock issued in acquisition for net assets
            
            
            
            
            95,900,000
            
            
            95,900
            
            
            1,270,344
            
            
            78,301
            
            
            1,444,545Balances
                at February 10, 2006 (Date of inception)
            
            
            
            
            151,900,000
            
            
            151,900
            
            
            1,290,344
            
            
            —
            
            
            1,442,244Common
                stock issued for cash
            
            
            
            
            7,140,000
            
            
            7,140
            
            
            552,860
            
            
            —
            
            
            560,000Common
                stock issued for services
            
            
            
            
            18,300,000
            
            
            18,300
            
            
            1,284,700
            
            
            —
            
            
            1,303,000Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,906,634)
            
            
            (1,906,634)Balance
                December 31,
                2006
            
            
            
            
            177,340,000
            
            $
            177,340
            
            $
            3,127,904
            
            $
            (1,906,634)
            
            $
            1,398,610




See
        accompanying notes to the financial statements










F-5







Table
      of
      Contents
















APOLLO
        DRILLING,
        INC.




STATEMENT
        OF CASH
        FLOWS




February 10,
                2006(inception)toDecember 31,2006Cash
                Flows from Operating
                Activities:Net
                loss
            
            $
            (1,906,634)Non-cash
                items included in net loss:Depreciation,
                amortization and depletion
            
            
            34,102Common
                stock issued for services
            
            
            1,303,000Fixed
                asset impairment
            
            
            168,745Changes
                in assets and liabilities,:Decrease
                (increase) in:Accrued
                interest receivable
            
            
            (2,103)Prepaid
                and deposits
            
            
            (22,000)Inventory
            
            
            (451,500)Note
                receivable and advances, related parties
            
            
            (237,673)Customer
                deposits
            
            
            321,183Accounts
                payable and accrued expenses and other liabilities
            
            
            184,371Net
                cash used in operating activities
            
            
            (608,509)Cash
                Flows From Investing
                Activities:Property,
                plant and equipment purchases
            
            
            (1,968,027)Net
                cash used in investing activities
            
            
            (1,968,027)Cash
                Flows From Financing
                Activities:Proceeds
                from note payable
            
            
            1,000,000Proceeds
                from sale of common stock
            
            
            2,002,244Net
                cash provided by financing activities
            
            
            3,002,244Net
                increase in cash
            
            
            425,708Cash
                and cash
                equivalentsBeginning
                of year
            
            
            —End
                of year
            
            $
            425,708




See
        accompanying notes to financial statements.





F-6







Table
      of
      Contents

















APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS


DECEMBER 31,
        2006




DESCRIPTION
        OF BUSINESS,
        HISTORY AND SUMMARY OF SIGNIFICANT POLICIES




Description
        of business and history — Apollo Drilling, Inc. (the “Company”) was
        incorporated on May 27, 2003 in the State of Nevada originally under the
        name of Siam Imports. On May 12, 2006, the Company consummated a Securities
        Purchase Agreement (the “Agreement”) with Apollo Resources International, Inc.
        (“Apollo Resources”), a Utah corporation, to acquire 100% of Apollo Resources
        ownership interest in Apollo Drilling, LLC, a Texas limited liability company
        in
        exchange for 95,900,000 (post-split) shares of the Company’s common stock
        (hereinafter referred to as “Apollo Transaction”) and net assets totaling
        $1,442,244. In addition, as part of the agreement the Company also affected
        a
        7-for-1 reverse split of its common shares. As a result, Apollo Drilling,
        LLC
        has become a wholly owned subsidiary of the Company. Prior to the Apollo
        Transaction, the Company was non-operating public company with no operations
        and
        nominal assets; 56,000,000 (post-split) shares of common stock issued and
        outstanding; and Apollo Drilling, LLC was a privately held operating company.
        The Apollo Transaction is considered to be a capital transaction in substance,
        rather than a business combination. Inasmuch, the Apollo Transaction is
        equivalent to the issuance of shares by a private company (Apollo Drilling,
        LLC) for the nominal assets of a non-operational public company,
        accompanied by a recapitalization. The accounting for Apollo Transaction
        is
        similar to that resulting from a reverse acquisition, except goodwill is
        not
        recorded. Accordingly, the historical financial information of the accompanying
        financial statements are that of Apollo Drilling, LLC which the
        95,900,000 shares issued by the Company are considered the historical
        outstanding shares of Apollo Drilling, LLC for accounting purposes. The
        Company’s operating activities are conducted through its wholly owned
        subsidiary, Apollo Drilling, LLC.




Apollo
        Drilling, LLC, a Texas Limited Liability Company, was incorporated on
        February 10, 2006. The Company provides contract drilling services to oil
        and natural gas exploration and production companies. The primary assets
        of
        Apollo Drilling, LLC are fully operational drilling rig and drill pipe inventory
        located in Texas and non-operating drilling rigs that require refurbishment
        and
        spare equipment, located in Oklahoma. The drilling rigs are capable of drilling
        to depths of up to 6,500 feet. The Company plans to acquire additional rigs
        and maintain a high utilization rate for the rigs, through the negotiation
        and
        execution of contracts for drilling services.




Basis
        of
        presentation — The accompanying consolidated financial statements include
        the accounts of Apollo Drilling, Inc. and its wholly owned subsidiary, Apollo
        Drilling, LLC. The accompanying consolidated financial statements have been
        prepared in accordance accounting principles generally accepted in the United
        States. All material inter-company accounts and transactions have been
        eliminated in consolidation.




Going
        concern — The Company incurred net losses of approximately $1,906,634 from
        the period of February 10, 2006 (Date of Inception) through
        December 31, 2006, raising substantial doubt about the Company’s ability to
        continue as a going concern. The Company plans to acquire additional rigs
        and
        maintain a high utilization rate for the rigs, through the negotiation and
        execution of contracts for drilling services. The Company will seek additional
        sources of capital through the issuance of debt or equity financing, but
        there
        can be no assurance the Company will be successful in accomplishing its
        objectives. The ability of the Company to continue as a going concern is
        dependent on additional sources of capital and the success of the Company’s
        plan. The financial statements do not include any adjustments that might
        be
        necessary if the Company as a going concern.








F-7







Table
      of
      Contents











APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)










Certain
        reclassifications to prior years have been made to conform to the 2006
        presentation.







Use
        of
        estimates




The
        preparation of consolidated financial statements in conformity with generally
        accepted accounting principles 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 revenue and expenses during the reporting
        period. Actual results could differ from those estimates.




Cash
        and Cash
        Equivalents — Cash equivalents consist of highly liquid investments
        with original maturities of three months or less.




Accounts
        Receivable — At December 31, 2006, the amounts carried in
        accounts receivable were considered by management to be collectible in
        full.




Allowance
        for Doubtful
        Accounts — the allowance for doubtful accounts is established
        through a provision for bad debts charged to expense. Trade accounts receivable
        are charged against the allowance for doubtful accounts when management believes
        that collectibility of the account is unlikely. The allowance is an amount
        that
        management believes will be adequate to absorb estimated losses on existing
        accounts, based on an evaluation of the collectibility of accounts, prior
        loss
        experience and current economic conditions. At December 31, 2006 and 2005
        receivables were believed to be fully collectible.




Inventory —
Inventory
        balances as of December 31, 2006, consisted of drilling rig equipment
        totaling $451,500.




Concentration
        of Credit
        Risk — financial instruments which potentially subject the
        Company to concentrations of credit risk consist principally of accounts
        receivable and temporary cash investments. Exposure to losses on receivables
        is
        principally dependent on each customer’s financial condition. The Company
        controls its exposure to credit risk through credit approvals, credit limits
        and
        monitoring procedures and establishes allowances for anticipated losses.
        The
        Company places its temporary cash investments with quality financial
        institutions and, by policy, limits the amount of credit exposure with any
        one
        financial instrument. The Company maintains its cash in bank deposit accounts,
        which, at times, may exceed federally insured limits. At December 31, 2006,
        the Company had $406,324 in bank deposit accounts, of which $308,503 was
        in
        excess of the federally insured limit. The Company has not experienced any
        losses in such accounts and believes it is not exposed to any significant credit
        risk on cash and cash equivalents.




Property
        and Equipment —
In accordance with Statement of Financial Accounting Standards No. 144
“Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company
        reviews its long-lived assets to be held and used whenever events or
        circumstances indicate that the carrying value of those assets may not be
        recoverable. An impairment loss is indicated if the sum of the expected future
        net cash flows is less than the carrying amount of the assets. In this
        circumstance, the Company recognizes an impairment loss for the amount by
        which
        the carrying amount of the asset exceeds the estimated fair value of the
        asset.




Adoption
        of SFAS 143 —
The Company has adopted the provisions of Statement of Financial Accounting
        Standards No. 143, “Accounting for Asset Retirement Obligations”
(SFAS 143”). SFAS 143 amended Statement of Financial Accounting
        Standards No. 19, “Financial Accounting and Reporting by Oil and Gas
        Production Companies” to require that the fair value of a liability for an asset
        retirement obligation be recognized in the period in which it is incurred
        if a
        reasonable estimate of fair value can be made. Under the provisions
        of  SFAS 143, asset retirement obligations are capitalized as
        part of the carrying value of the long-lived asset.











F-8


Table
      of
      Contents










APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)





.




Revenue —
Oil
      and
      natural gas drilling revenue is recognized at the time the services are
      provided.  Revenue is recognized in accordance with SEC Staff
      Accounting Bulletin (SAB) No. 104 “Revenue Recognition” (“SAB 104”),
      when persuasive evidence of an arrangement exists, the fee is fixed or
      determinable, collectibility is probable, delivery of a product has occurred
      and
      title and risk of loss has transferred or services have been
      rendered.  The Company maintains written contracts with standard day
      rates for drilling services.


Costs
        of Sales — Cost of
        sales consists primarily of drilling supplies and parts sold directly to
        customers; and in addition the depreciation of drilling equipment and labor
        costs to operate the equipment.




Earnings
        per Share —
Earnings (loss) per common share is presented in accordance with the
        provisions
        of the Statement of Financial Accounting Standards No. 128, “Earnings Per
        Share” (SFAS 128), which requires the presentation of “basic” and “diluted”
earnings per share. Basic earnings (loss) per share are based on the weighted
        average shares outstanding. Diluted earnings per share include the effect
        of
        dilutive securities such as stock options and warrants.




Basic
        net
        income (loss) per share is computed by dividing net income (loss) available
        to
        common shareholders (numerator) by the weighted average number of common
        shares
        outstanding during the year (denominator). Diluted net income (loss) per
        share
        is computed using the weighted average number of common shares and potential
        common shares outstanding during the year. Potential common shares result
        from
        the assumed exercise, using the treasury stock method, of outstanding stock
        options, warrants and convertible notes having a dilutive effect. The numerator
        for the periods presented is equal to the reported net loss.




Accounting
        for Share-Based
        Compensation —The Company measures all share-based payments,
        including grants of employee stock options, using a fair-value based method
        in
        accordance with Statement of Financial Accounting Standards No. 123R,
“Share-Based Payments.” The cost of services received in exchange for awards of
        equity instruments is recognized in the statement of operations based on
        the
        grant date fair value of those awards amortized over the requisite service
        period. The Company utilizes a standard option pricing model, the Black-Scholes
        model, to measure the fair value of stock options granted.




The
        Company determines the measurement date for share based transactions with
        non-employees according to the terms of EITF 96-18, “Accounting for Equity
        Instruments That Are Issued to Other Than Employees for Acquiring, or in
        Conjunction with Selling, Goods or Services”. The Company measures fair value of
        equity instruments using the stock price and other measurement assumptions
        as of
        the earlier of either of the date at which a commitment for performance by
        the
        counterparty to earn the equity instruments is, or the date at which the
        counterparty’s performance is complete.




Income
        Taxes —
Differences between accounting rules and tax laws cause differences
        between the
        basis of certain assets and liabilities for financial reporting purposes
        and tax
        purposes. The tax effects of these differences, to the extent they are
        temporary, are recorded as deferred tax assets and liabilities under Statement
        of Financial Accounting Standards (SFAS) 109. Temporary differences relate
        primarily to net operating losses, depreciation and accrued expenses not
        currently deductible. Deferred tax assets are reduced by a valuation allowance
        to the extent the realization of the related deferred tax asset is not
        assured.




At
        December 31, 2006, the Company had a federal operating loss carryforward of
        approximately $604,000 which begin to expire in 2025.








F-9







Table
      of
      Contents













APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)


Components
        of net deferred tax assets, including a valuation allowance, are as follows
        at
        December 31, 2006:




2006Deferred
                tax assets:Stock-based
                compensation
            
            $
            456,000Total
                deferred tax assets
            
            
            456,000Less:
                Valuation Allowance
            
            
            (456,000
            )Net
                Deferred Tax Assets
            
            $
            —




The
        valuation allowance for deferred tax assets as of December 31, 2006 was
        $456,000. In assessing the recovery of the deferred tax assets, management
        considers whether it is more likely than not that some portion or all of
        the
        deferred tax assets will not be realized. The ultimate realization of deferred
        tax assets is dependent upon the generation of future taxable income in the
        periods in which those temporary differences become deductible. Management
        considers the scheduled reversals of future deferred tax liabilities, projected
        future taxable income, and tax planning strategies in making this assessment.
        As
        a result, management determined it was more likely than not the deferred
        tax
        assets would not be realized as of December 31, 2006 and 2005, and recorded
        a full valuation allowance.




Reconciliation
        between the statutory rate and the effective tax rate for the year ended
        December 31, 2006 is as follows:




2006Federal
                statutory tax rate
            
            
            (35.0)%State
                taxes, net of federal benefit
            
            
            (8.7)%Change
                in valuation allowance
            
            
            43.7%Effective
                tax rate
            
            
            0.0%




Recent
        Accounting
        Pronouncements:




The
        Financial Accounting Standards Board has published FASB Interpretation
        No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes”, to
        address the non-comparability in reporting tax assets and liabilities resulting
        from a lack of specific guidance in FASB Statement of Financial Account
        Standards No. 109 (SFAS 109), “Accounting for Income Taxes”, on the
        uncertainty in income taxes recognized in an enterprise’s financial statements.
        Specifically, FIN No. 48 prescribes, (a) a consistent recognition
        threshold and (b)  a measurement attribute for the financial statement
        recognition and measurement of a tax position taken or expected to be taken
        in a
        tax return, and provides related guidance on derecognition, classification,
        interest and penalties, accounting interim periods, disclosure and transition.
        FIN No. 48 will apply to fiscal years beginning after December 15,
        2006, with earlier adoption permitted. The Company is currently evaluating
        the
        effects of FIN No. 48 but does not expect the adoption of FIN No. 48
        to have a material impact on the consolidated financial
        statements.





In
        September 2006, the FASB issued Statement No. 157, “Fair Value Measurement” (FAS
        157), which defines fair value, establishes a framework for measuring fair
        value, and expands disclosures about fair value


measurements.  The
        provisions of FAS 157 become effective as of the beginning of our 2009 fiscal
        year.  We are currently evaluating the impact that FAS 157 will have
        on our financial statements.









F-10





Table
        of
        Contents













APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)








In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
        when Quantifying Misstatements in Current Year Financial Statements”
(SAB 108), which addresses how to quantify the effect of financial
        statement errors. The provisions of SAB 108 become effective as of the end
        of our 2007 fiscal year. We do not expect the adoption of SAB 108 to have a
        significant impact on our financial statements.




In
        February 2007, the FASB issued Statement No. 159, “The Fair Value Option
        for Financial Assets and Financial Liabilities, including an amendment of
        FASB
        Statement No. 115” (FAS 159). FAS 159 permits companies to choose
        to measure many financial instruments and certain other items at fair value
        that
        are not currently required to be measured at fair value and establishes
        presentation and disclosure requirements designed to facilitate comparisons
        between companies that choose different measurement attributes for similar
        types
        of assets and liabilities. The provisions of FAS 159 become effective as of
        the beginning of our 2009 fiscal year. We are currently evaluating the impact
        that FAS 159 will have on our financial statements.




2.
            GOING
                CONCERN AND MANAGEMENT
                PLANS




During
        the period ending December 31, 2006, the Company recorded a net loss of
        $1,906,634. The Company’s continued existence is dependent upon its ability to
        take advantage of acquisition opportunities, raise capital through private
        securities offerings, secure collateralized debt financing and use these
        sources
        of capital to grow and enhance its oil and gas drilling
        business.




Management
        is focusing on expanding and improving its oil and natural gas drilling
        operations through acquisition, organic growth and funding via collateralized
        loans and private placement offerings, the Company plans to continue to increase
        the profitability of its operations necessary to support
        operations.




There
        can
        be no assurance that any of management’s plans as described above will be
        successfully implemented or that the Company will continue as a going
        concern.




The
        Company’s Liquidity
        Plan




Recent
        operating results give rise to concerns about the Company’s ability to generate
        cash flow from operations sufficient to make scheduled debt payments as they
        become due.




The
        Company’s need to raise additional equity or debt financing and the Company’s
        ability to generate cash flow from operations sufficient to make scheduled
        payments on its debts as they become due will depend on its future performance
        and the Company’s ability to successfully raise capital and implement business
        and growth strategies. The Company’s performance will also be affected by
        prevailing economic conditions. Many of these factors are beyond the Company’s
        control. If future cash flows and capital resources are insufficient to meet
        the
        Company’s debt obligations and commitments, the Company may be forced to reduce
        or delay activities and capital expenditures, obtain additional equity capital
        or restructure or refinance its debt. In the event that the Company is unable
        to
        do so, the Company may be left without sufficient liquidity and it may not
        be
        able to meet its debt service requirements. In such a case, this could result
        in
        a substantial portion of the Company’s indebtedness becoming immediately due and
        payable. As a result, the Company may not be able to continue operations
        due to
        liens, collateralized notes or other secured positions placed on the Company’s
        assets.


F-11







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APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)





.




3.
            NOTE
                RECEIVABLE AND ADVANCES,
                RELATED PARTIES




At
        December 31, 2006 the amounts carried in note receivable and advances were
        considered by management to be collectible in full. In addition the related
        interest rates were at market and terms, and thus the amounts are stated
        at fair
        market value. Notes receivable from related parties consist of advances made
        to
        the parent, Apollo, totaling $116,000. The interest at 8% and principal are
        due
        within the next fiscal year. In addition advances were made to the parent
        and
        related parties totaling $121,673 as of December 31,
        2006.




4.
            PROPERTY
                AND
                EQUIPMENT




Property
        and equipment are stated at cost less accumulated depreciation. The Company
        records impairment losses on long-lived assets used in operations when events
        and circumstances indicate that the assets might be impaired and the
        undiscounted cash flows estimated to be generated by those assets are less
        than
        the carrying amounts of those assets.




Depreciation
        is calculated on a straight-line basis over the estimated useful lives of
        the
        various assets as follows:




Drilling
                rigs and components
            
            
            5-7 YearsAutomobiles
            
            
            5 Years




Property,
        plant and equipment consist of the following:




December 31,2006Drilling
                rigs and components
            
            $
            1,926,631Computer
                and office equipment
            
            
            13,024Automobiles
            
            
            28,3721,968,027Less
                fixed asset impairment
            
            
            (168,745)1,799,282Less
                accumulated depreciation
            
            
            (34,102)Total
                property, plant and equipment
            
            $
            1,765,180




Depreciation
        expense for the year ended December 31, 2006 was
        $34,102.




The
        amount of drilling rigs and components is comprised of one fully operation
        drilling rig, two disassembled partial drilling rigs that require refurbishment
        and spare equipment.




5.
            NOTES PAYABLE




As
        of
        December 31, 2006, the Company has an outstanding note payable to First
        Capital dba FCC for $1,000,000, at the prime rate of interest plus 3%. This
        note is collateralized by the Company’s fully operational and two partial
        drilling rigs. This note is also collateralized by Apollo Resources
        International, Inc. with their 19,900,000 shares of Apollo Drilling, Inc.
        common stock. This note was repaid on February 28, 2007.





F-12







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APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)










6.  STOCKHOLDER’S
        EQUITY




On
        May 12, 2006, the Company consummated a Securities Purchase Agreement (the
“Agreement”) with Apollo Resources International, Inc. (“Apollo Resources”), a
        Utah corporation, to acquire 100% of Apollo Resources ownership interest
        in
        Apollo Drilling, LLC, a Texas limited liability company in exchange for
        95,900,000 (post-split) shares of the Company’s common stock (hereinafter
        referred to as “Apollo Transaction”). In addition, as part of the agreement the
        Company also affected a 7-for-1 reverse split of its common shares. As a
        result,
        Apollo Drilling, LLC has become a wholly owned subsidiary of the Company.
        Prior
        to the Apollo Transaction, the Company was non-operating public company with
        no
        operations and nominal assets; 56,000,000 (post-split) shares of common stock
        issued and outstanding; and Apollo Drilling, LLC was a privately held operating
        company.




Accounting
        for Share-Based
        Compensation —The Company measures all share-based payments,
        including grants of employee stock options, using a fair-value based method
        in
        accordance with Statement of Financial Accounting Standards No. 123R,
“Share-Based Payments.” The cost of services received in exchange for awards of
        equity instruments is recognized in the statement of operations based on
        the
        grant date fair value of those awards amortized over the requisite service
        period. The Company utilizes a standard option pricing model, the Black-Scholes
        model, to measure the fair value of stock options granted.




The
        Company determines the measurement date for share based transactions with
        non-employees according to the terms of EITF 96-18, “Accounting for Equity
        Instruments That Are Issued to Other Than Employees for Acquiring, or in
        Conjunction with Selling, Goods or Services”. Earth measures fair value of
        equity instruments using the stock price and other measurement assumptions
        as of
        the earlier of either of the date at which a commitment for performance by
        the
        counterparty to earn the equity instruments is, or the date at which the
        counterparty’s performance is complete.




Changes
        in equity securities are as follows:




During
        the fiscal year 2006, 18,300,000 Shares were issued to employees and
        consultants for goods and services totaling $1,303,000.




During
        the fiscal year 2006, shares were issued for cash totaling 7,140,000 shares
        for $560,000.




During
        2006, 95,900,000 (post-split) common shares were issued for cash totaling
        $1,442,244.




On
        May 12, 2006, 56,000,000 (post-split) common shares were issued related to
        the Apollo Transaction.




On
        June 5, 2006, 2,100,000 common shares were issued for $300,000 of
        consulting services.




On
        June 29, 2006, 14,000,000 common shares where issued for $500,000
        worth of services.




On
        July 6, 2006, 1,750,000 common shares were issued for $250,000 in
        cash.




On
        November 11, 2006, 1,700,000 common shares were issued for $408,000
        worth of services.





F-13







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      of
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APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)





On
        November 30, 2006, 525,000 common shares issued for $25,000 in
        cash.




On
        November 30, 2006, 525,000 common shares issued for $25,000 in
        cash.




On
        November 30, 2006, 2,800,000 common shares issued for $160,000 in
        cash.




On
        December 4, 2006, 500,000 common shares issued for $95,000 in
        services.




On
        December 4, 2006, 1,540,000 common shares issued for $100,000 in
        cash.




7.
            RELATED
                PARTY
                TRANSACTIONS




On
        May 15, 2006, Mac Partners, LP sold 6,200,000 shares of Apollo
        Drilling to Apollo Resources International, Inc. The former CEO of the Company
        also owns a majority of MAC Partners, LP.




On
        May 15, 2006, Former CEO and Treasurer, respectively, each sold their
        respective 500,000 shares of common stock to MAC Partners,
        LP.




As
        of
        December 31, 2006 the Company had an outstanding $1,000,000 note payable to
        First Capital dba FCC. This note was collateralized by Apollo Resources
        International, Inc. (the “Parent”) with their acquired shares of Apollo Drilling
        stock. This note was repaid on February 28, 2007 and the collateral was
        returned to Apollo Resources International, Inc.




During
        2006 the company paid $100,000 to Mr. Pritchard, a director, for consulting
        services.


During
        2006 the company provided drilling services to the parent totaling
        $420,508.




8.
            STOCK
                OPTIONS




As
        of
        December 31, 2006, the Company does not have any stock options outstanding,
        nor does it have any written or verbal agreements for the issuance or
        distribution of stock options at this time.




9.
            LITIGATION




On
        February 13, 2007 The Cervelle Group, filed a complaint against the Company
        alleging breach of contract by failing to pay $20,000 and issue
        10,000 shares of the Company’s common stock for services performed. The
        Company intends to vigorously defend this action, however the company has
        recorded $20,000 in accrued liabilities.




10.
            SUBSEQUENT
                EVENTS




Effective
        January 30, 2007 the Company accepted the resignation of William Pritchard
        as a Director.




Effective
        May 1, 2007 Mr. Dennis McLaughlin resigned as Chief Executive Officer
        and Chairman of the Board.




Effective
        May 1, 2007 Mr. Jeff F. Raley was elected to the Board of Directors
        and to serve as Chairman and Chief Executive Officer.




Mr. Jeff
        F. Raley was elected to the Board of Directors and to serve as Chairman of
        the
        Company.




Mr. Raley
        is currently an attorney and partner in the Floyd Law Firm, P.C. He has
        served on the Oklahoma Bar Foundation Board of Trustees; has served on the
        Board
        of Directors of the Oklahoma Municipal Power Authority; and has served on
        the
        Board of Directors and held all executive offices in the Oklahoma Municipal
        Attorney’s Association. Previously, he has been appointed by the Oklahoma
        Supreme Court to serve as Judge of the Court of Appeals, Temporary
        Division No. 74. He served as Norman (Oklahoma) City Attorney from
        1987-2004, served as Blackwell (Oklahoma) City Attorney from 1975-1987, and
        served as Assistant District Attorney for Kay County (Oklahoma) from
        1972-1974. He is a member of the American, Oklahoma and Cleveland County
        Bar
        Associations. Mr. Raley received a Bachelor of Science degree from the
        University of Oklahoma in 1969 and a law degree from the Oklahoma
        College


F-14







Table
      of
      Contents













APOLLO
        DRILLING,
        INC.




NOTES TO
        FINANCIAL
        STATEMENTS — (Continued)





of
        Law in
        1972. He is listed in the Marquis 1st addition of Who’s Who in American
        Law. On May 1, 2007, the Board of Directors of the Company appointed
        Mr. Jeff Raley as Chief Executive Officer




Subsequent
        to year end Apollo Drilling issued 31,500,000 shares to its directors. In
        addition, 13,250,000 shares were issued for consulting
        services.
























































F-15








Table
      of
      Contents









Exhibit 31.1


CERTIFICATION


I,
      Jeff F. Raley, III, Chief Executive Officer of Apollo Drilling, Inc., certify
      that:


1. I
      have reviewed this Annual Report on Form 10-KSB/A of Apollo Drilling,
      Inc..;


2. Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statement made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;


3. Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this report;


4. The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a)
            
            designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;b)
            
            evaluated
                the effectiveness of the registrant’s disclosure controls and procedures
                and presented in this report our conclusions about the effectiveness
                of
                the disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation; andc)
            
            disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent
                fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
                annual report) that has materially affected, or is reasonably likely
                to
                materially affect, the registrant’s internal control over financial
                reporting; and


5. The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of registrant’s board of directors
      (or persons performing the equivalent functions):


a)
            
            all
                significant deficiencies and material weaknesses in the design or
                operation of internal controls over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                andb)
            
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal
                controls over financial reporting.


Date:
      December 19, 2007


/s/
                Jeff F. RaleyJeff
                F. RaleyChief
                Executive Officer
































Table
      of
      Contents











Exhibit 31.2


CERTIFICATION


I,
      Dennis G. McLaughlin, Director of Apollo Drilling, Inc., certify
      that:


1. I
      have reviewed this Annual Report on Form 10-KSB/A of Apollo Drilling,
      Inc..;


2. Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statement made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;


3. Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this report;


4. The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a)
            
            designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;b)
            
            evaluated
                the effectiveness of the registrant’s disclosure controls and procedures
                and presented in this report our conclusions about the effectiveness
                of
                the disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation; andc)
            
            disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent
                fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
                annual report) that has materially affected, or is reasonably likely
                to
                materially affect, the registrant’s internal control over financial
                reporting; and


5. The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of registrant’s board of directors
      (or persons performing the equivalent functions):


a)
            
            all
                significant deficiencies and material weaknesses in the design or
                operation of internal controls over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                andb)
            
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal
                controls over financial reporting.


Date:
      December 19, 2007


/s/
                Dennis G. McLaughlinDennis
                G. McLaughlinDirector



























Table
      of
      Contents







Exhibit 32.1


CERTIFICATION
      OF PERIODIC
      REPORT


I,
      Jeff F. Raley, Chief Executive Officer of Apollo Drilling, Inc (the “Company”),
      certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
      U.S.C. Section 1350, that, to the best of my knowledge:


(1) the
      Annual Report on Form 10-KSB/A of the Company for the period ending December
      31,
      2006 (the “Report”) fully complies with the requirements of Section 13
      (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or
      78o(d)); and


(2) the
      information contained in the Report fairly presents, in all material respects,
      the financial condition and results of operations of the Company.


Date:
      December 19, 2007


/s/Jeff.
                F. RaleyJeff.
                F. RaleyChief
                Executive Officer


A
      signed original of this written statement required by Section 906 has been
      provided to the Company and will be retained by the Company and furnished to
      the
      Securities and Exchange Commission or its staff upon request.













Table
      of
      Contents







Exhibit 32.2


CERTIFICATION
      OF PERIODIC
      REPORT


I,
      Dennis G. McLaughlin, Director of Apollo Drilling, Inc. (the “Company”),
      certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
      U.S.C. Section 1350, that, to the best of my knowledge:


(1) the
      Annual Report on Form 10-KSB/A of the Company for the period ending December
      31,
      2006 (the “Report”) fully complies with the requirements of Section 13
      (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or
      78o(d)); and


(2) the
      information contained in the Report fairly presents, in all material respects,
      the financial condition and results of operations of the Company.


Date:
      December 19, 2007


/s/Dennis
                G.
                McLaughlinDennis
                G. McLaughlinDirector


A
      signed original of this written statement required by Section 906 has been
      provided to the Company and will be retained by the Company and furnished to
      the
      Securities and Exchange Commission or its staff upon request.