**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
        10-Q/A**
 Amendment
        No. 1
  þ**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
 **SECURITIES
          EXCHANGE ACT OF 1934**
  For
        the
        quarterly period ended September 30, 2005
  OR
  o**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
 **SECURITIES
        EXCHANGE ACT OF 1934**
  Commission
        File Number: 001-31593
  **APOLLO
        GOLD CORPORATION**
 (Exact
        name of Registrant as Specified in Its Charter)
  **Yukon
                  Territory, Canada**
              **Not
                  Applicable**(State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              (I.R.S.
                  Employer Identification No.)
  **5655
        South Yosemite St., Suite 200**
 **Greenwood
        Village, Colorado 80111-3220**
 (Address
        of Principal Executive Offices) (Zip Code)
  Registrant’s
        telephone number, including area code: **(720)
        886-9656**
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.
  Yes
                  þ
              
              No
                  o
 
 Indicate
        by check mark whether the registrant is an accelerated filer (as defined
        in Rule
        12-b2 of the Exchange Act).
  Yes
                  þ
              
              No
                  o
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act).
 Yes
                    o
                
                No
                    þ
 At
        November 7, 2005, there were 106,556,451 common shares of Apollo Gold
        Corporation outstanding.
  EXPLANATORY
          NOTE
  This
          Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2005, was originally filed with the Securities and
          Exchange Commission (the “Commission”) on November 8, 2005 (the
“Original Form 10-Q”).  This Amendment reflects modifications that
          the Company has made in light of comments from the Staff of
          the Securities and Exchange Commission in connection with its review of
          the Company's Original Form 10-Q.
  This
          Amendment is being filed to include additional geotechnical
          information regarding the pit wall instability  at  Montana
          Tunnels appearing in Item 2 on page 6 and to clarify the disclosure
          regarding changes in the Company's internal control over financial reporting
          appearing in Item 4 on page 17.  In addition, pursuant to Rule 12b-15
          under the Securities Exchange Act of 1934, as amended, the certifications
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed as exhibits
          to the Original Form 10-Q, have been re-executed as of the date of, and are
          re-filed as part of, this Amendment as Exhibits 31.1 and 31.2.
  Except
          for the items described above or contained in the Amendment, this Amendment
          continues to speak as of the date of the Original Form 10-Q, and does not
          modify, amend, or update in any way the financial statements or any other
          item
          or disclosures in the Original Form 10-Q.
  
 
  **TABLE
        OF CONTENTS**
 
 **Page**PART
                  I
                FINANCIAL
                  INFORMATIONITEM
                    2.
                MANAGEMENT’S
                    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                    OPERATIONS
                4ITEM
                    4.
                CONTROLS
                    AND PROCEDURES
                16PART
                    II
                OTHER
                    INFORMATIONITEM
                    6.
                EXHIBITS
                18INDEX
                    TO EXHIBITS
                
                19Certification
                    of CEO Pursuant to Section 302Certification
                    of CFO Pursuant to Section 302
  **STATEMENTS
        REGARDING FORWARD LOOKING INFORMATION**
  This
        Quarterly Report on Form 10-Q contains forward looking statements as defined
        in
        the *Private
        Securities Litigation Reform Act of 1995* with
        respect to our financial condition, results of operations, business prospects,
        plans, objectives, goals, strategies, future events, capital expenditure,
        and
        exploration and development efforts. Words such as “expects,”
anticipates,” “intends,” believes” and similar expressions identify forward
        looking statements. These statements include comments regarding:
  1
  ·
              closing
                  of and the closing date for thesale of our Nevada
                  Assets;·
              production
                  and production costs;·
              cash
                  operating costs;·
              total
                  cash costs;·
              grade;·
              remediation
                  efforts;·
              exploration;·
              development
                  and
                  drilling program;·
              life
                  of mine estimates;·
              cash
                  flows;·
              future
                  financing;·
              use
                  of funds;·
              the
                  ability to substitute collateral for the convertible
                  debentures;·
              expenditures;·
              estimates
                  of environmental liabilities;·
              cash
                  balances;·
              our
                  belief that certain deficiencies in our internal control and procedures
                  have been remediated;·
              our
                  ability to fund our working capital and exploration and development
                  expenditures; and·
              factors
                  impacting our results of
                  operations.
  These
        forward looking statements are subject to numerous risks, uncertainties and
        assumptions, including unexpected changes in business and economic conditions;
        significant increases or decreases in gold, silver, or lead prices; timing
        and
        amount of production changes in mining and milling costs; pit slides at our
        mining properties; results of current and future exploration activities;
        weather
        fluctuations; and other factors discussed in our Annual Report on Form 10-K
        for
        the year ended December 31, 2004. We disclaim any obligation to update forward
        looking statements, whether as a result of new information, future events
        or
        otherwise.
  **ACCOUNTING
        PRINCIPLES, REPORTING CURRENCY AND OTHER INFORMATION**
  Apollo
        Gold Corporation prepares its consolidated financial statements in accordance
        with accounting principles generally accepted in Canada and publishes its
        financial statements in United States dollars. This Quarterly Report on Form
        10-Q should be read in conjunction with our consolidated financial statements
        and related notes included in this quarterly report, as well as our annual
        financial statements for the fiscal year ended December 31, 2004 included
        in our Annual Report on Form 10-K. Certain classifications have been made
        to the
        prior period financial statements to conform with the current period
        presentation.
  2
  Unless
        stated otherwise, all dollar amounts are expressed in United States
        dollars.
  References
        to “we,”“our,”  “us,” the “Company” or “Apollo” mean Apollo Gold
        Corporation and its consolidated subsidiaries, or to any one or more of them,
        as
        the context requires.
  **NON-GAAP
        FINANCIAL INFORMATION**
  Cash
        operating, total cash and total production costs are non-GAAP financial measures
        and are used by management to assess performance of individual operations
        as
        well as a comparison to other gold producers. We have included cash operating
        costs information to provide investors with information about the cost structure
        of our mining operations.
  The
        term
“cash operating costs” is used on a per ounce of gold basis. Cash operating
        costs per ounce is equivalent to direct operating cost as found on the
        Consolidated Statements of Operations, less production royalty expenses and
        mining taxes but includes by-product credits for payable silver, lead and
        zinc.
  The
        term
“total cash costs” is equivalent to cash operating costs plus production
        royalties and mining taxes.
  The
        term
“total production costs” is equivalent to total cash costs plus non-cash costs
        including depreciation and amortization.
  This
        information differs from measures of performance determined in accordance
        with
        generally accepted accounting principles (GAAP) in Canada and the United
        States
        and should not be considered in isolation or a substitute for measures of
        performance prepared in accordance with GAAP. These measures are not necessarily
        indicative of operating profit or cash flow from operations as determined
        under
        GAAP and may not be comparable to similarly titled measures of other companies.
        See Item 2, Management’s Discussion and Analysis of Financial Condition and
        Results of Operations, for a reconciliation of these non-GAAP measures to
        our
        Statements of Operations.
  3
  **ITEM
        2.** **MANAGEMENT’S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS**
  **All
        Dollar amounts are expressed in United States Dollars**
  The
        following discussion and analysis should be read in conjunction with the
        accompanying consolidated financial statements and related notes. The financial
        statements have been prepared in accordance with generally accepted accounting
        principles in Canada (Canadian GAAP). For a reconciliation to GAAP in the
        United
        States (U.S. GAAP), see Note 9 to the attached consolidated financial
        statements.
  In
        this
        Form 10-Q, the terms “cash operating cost”, “total cash cost” and “total
        production cost” are non-GAAP financial measures and are used on a per ounce of
        gold sold basis. Cash operating costs per ounce is equivalent to direct
        operating cost as found on the Consolidated Statements of Operations, less
        production royalty expenses and mining taxes but includes by-product credits
        for
        payable silver, lead, and zinc production. Total cash costs is equivalent
        to
        cash operating costs plus production royalties and mining taxes. The term
“total
        production costs” is equivalent to total cash costs plus non-cash costs
        including depreciation and amortization.
  The
        Montana Tunnels results of operations have been restated for all periods
        presented December 31, 2004 and earlier to reflect a change in accounting
        policy
        with respect to stripping costs.
  Additionally,
        certain of the comparative figures have been reclassified to conform with
        the
        current period presentation. In particular, the results of operations of
        the
        Florida Canyon Mine and the Standard Mine for the three and nine months ended
        September 30, 2004 have been classified as discontinued operations and therefore
        the table below reflects Montana Tunnels statistics only.
  **RECONCILIATION
        OF CASH OPERATING AND TOTAL PRODUCTION COSTS PER OUNCE**
  **($
                  in thousands)**
              
              **Three
                  months ended**
                **September
                  30,**
              
              **Nine
                  months ended**
                **September
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004**(as
                  restated)
              
              
              
              (as
                  restated)Gold
                  ounces sold
              
              
              14,104
              
              
              4,967
              
              
              39,073
              
              
              21,653Direct
                  operating costs
              
              $
              14,162
              
              $
              12,627
              
              $
              40,273
              
              $
              39,815Less:Mining
                  taxes, royalty expenses
              
              
              345
              
              
              212
              
              
              932
              
              
              685By-product
                  credits
              
              
              6,929
              
              
              5,351
              
              
              19,280
              
              
              16,918Cash
                  operating cost
              
              
              6,888
              
              
              7,064
              
              
              20,061
              
              
              22,212Cash
                  operating cost per ounce
              
              **$**
              **488**
              
              **$**
              **1,422**
              
              **$**
              **513**
              
              **$**
              **1,026**Cash
                  operating costs
              
              
              6,888
              
              
              7,064
              
              
              20,061
              
              
              22,212Add:Mining
                  taxes, royalty expenses
              
              
              345
              
              
              212
              
              
              932
              
              
              685Total
                  cash costs
              
              
              7,233
              
              
              7,276
              
              
              20,993
              
              
              22,897Total
                  cash cost per ounce
              
              **$**
              **513**
              
              **$**
              **1,465**
              
              **$**
              **537**
              
              **$**
              **1,057**Total
                  cash costs
              
              
              7,233
              
              
              7,276
              
              
              20,993
              
              
              22,897Add:Depreciation
                  & amortization (operations only)
              
              
              615
              
              
              646
              
              
              1,885
              
              
              1,823Total
                  production costs
              
              
              7,848
              
              
              7,922
              
              
              22,878
              
              
              24,720Total
                  production cost per ounce
              
              **$**
              **556**
              
              **$**
              **1,595**
              
              **$**
              **586**
              
              **$**
              **1,142**
 
 We
        have
        included total cash cost and cash operating cost information to provide
        investors with information about the cost structure of our mining operation.
        We
        use this information for the same purpose and for monitoring the performance
        of
        our operation. This information differs from measures of performance determined
        in accordance with Canadian and U.S. GAAP and should not be considered in
        isolation or as a substitute for measures of performance prepared in accordance
        with Canadian and U.S. GAAP. These measures are not necessarily indicative
        of
        operating profit or cash flow from operations as determined under GAAP and
        may
        not be comparable to similarly titled measures of other companies.
  4
  The
        following presents a discussion of the financial condition and results of
        operations of the Company for the three and nine months ended September 30,
        2005
        and September 30, 2004, respectively.
  **BACKGROUND
        AND RECENT DEVELOPMENTS**
  We
        are
        principally engaged in the exploration, development and mining of gold. We
        own
        Black Fox, a development property located east of Timmins, Ontario, Canada.
        We
        also own a concession and the right to acquire additional concessions to
        the
        Huizopa exploration property in Mexico. In addition, we own and operate the
        Montana Tunnels Mine, a gold, silver, lead and zinc open pit mine, located
        near
        Helena, Montana and the Diamond Hill Mine, currently under care and maintenance,
        also located in the State of Montana.
  **Recent
        Events.**
  **Nevada
        Assets**
  On
        October 17, 2005, we entered into a Stock Purchase Agreement (the “Agreement”)
        with Jipangu Inc. (“Jipangu”), a Delaware corporation and wholly owned
        subsidiary of Jipangu International Inc., a Japanese corporation (“Jipangu
        Parent”), for the sale of all of the issued and outstanding stock of Florida
        Canyon Mining, Inc., Standard Gold Mining, Inc. and Apollo Gold Exploration,
        Inc. for $14.0 million (the “Mines Sale”), subject to certain conditions. In
        addition, we entered into a Subscription Agreement with Jipangu for a $3.5
        million private placement (the “Private Placement”), pursuant to which Jipangu
        would purchase up to 11,650,000 units of Apollo priced at Cdn$0.35 per unit,
        with each unit consisting of one common share of Apollo and 0.17167 of a
        warrant
        (for a total of up to 2,000,000 warrants), with each whole warrant exercisable
        for two years at Cdn$0.39 for one common share of Apollo.
  If
        the
        Private Placement were completed and the warrants were exercised, Jipangu
        would
        own in the aggregate 19.7% of Apollo's common shares based on 106,556,451
        common
        shares outstanding as of November 7, 2005.
  The
        closing of the Mines Sale under the Agreement is subject to certain conditions
        and we expect that the Mines Sale will close on November 18, 2005. If the
        Mines
        Sale does not close by December 1, 2005, either Apollo or Jipangu may terminate
        the Agreement, provided that the terminating party has not breached the
        agreement in a manner that has prevented the closing. The Private Placement
        is
        conditional upon the completion of the Mines Sale, and would not close until
        the
        61st day after the closing of the Mines Sale. If the Mines Sale is not
        completed, Jipangu would have the option to invest up to $3.5 million in
        a
        private placement under certain circumstances.
  **Black
        Fox**
  As
        a
        result of the contemplated Mines Sale, we are focusing and concentrating
        our
        resources on the development of the Black Fox project which we believe is
        the
        future of the Company. An additional 30 underground diamond drill holes were
        completed during the third quarter 2005 bringing the total number of underground
        holes to date to 335, with the total number of drill holes completed, including
        surface holes, to 784 at September 30, 2005. We expect to complete the current
        drilling program in November 2005 and the Company has commenced work on updating
        our reserve calculations at Black Fox, which will be published first quarter
        2006.
  **Montana
        Tunnels**
  The
        Montana Tunnels mine was acquired by Apollo in the second quarter 2002 and
        following a four month stripping program of waste rock removal, the mine
        commenced limited production of ore in October 2002, with full commercial
        production recommencing in April 2003. Since that time the mine has experienced
        pit wall problems that have resulted in periodic disruption of production
        and
        several significant changes to mining plans, including in late 2003 the
        commencement of the phase two stripping program to remove 25 million tons
        of material that slid off the southwest pit wall. This strip program was
        completed at the end of 2004 and the mine was then expectedto have a 3 year mine life before a further pit expansion program
        was required. The result of these interruptions to normal operations has
        meant
        that the mine has failed to meet production expectations or forecasted cash
        costs per ounce of gold since recommencing operation in 2003. We monitor
        the
        wall movement on a daily basis and the movement of the wall above the haul
        ramp,
        although steady throughout 2004 and the first quarter of 2005, was consistent
        with the type of movement experienced historically and the Company believes
        it
        is manageable.
  5
  During
        May and June 2005 the mine again encountered production problems caused by
        the
        deterioration of the haul ramp leading to periodic ramp closures as a result
        of
        increased wall activity caused by excessive continuous rainfall, with June
        2005
        recorded as the third wettest month on record for Jefferson County. In June
        2005
        the mine plan was again revised to allow a two week shutdown to allow the
        mine
        to unload some upper slopes of the open pit and improve the haulage ramp.
        The
        two weeks of remediation work was carried out in July 2005, as planned, and
        production at the mine improved during August and September 2005. However,
        mining
        was suspended mid October 2005 as a result of pit wall instability in September
        and early October 2005 along the upper East Wall of the open pit.  The
        instability is the result of a complex interaction between relatively weak,
        altered Lowland Creek Volcanic (LCV) to rock units, steeply dipping faults
        and
        joints, and occasional zones of relatively less altered and more competent
        sub-vertical rock zones.  Toppling type displacement patterns were evident
        where the more resistant rock outcrops within weak, sheared LCV rock units
        on
        the upper East Wall.  The pattern of displacements that occurred during
        September and October 2005 was consistent with previous slope performance
        when
        active mining unloads the toe of the slope.  The
          on-going slope deformations resulted in too steep a slope between the ramps
          and
          weakening of the rock mass, creating localized instabilities along the
          haul ramp
          that reduced ramp width and increased the frequency of rock falls. We therefore
          decided on October 22, 2005, for safety reasons, to cease mining and retain
          a
          third party consultant to review mine design criteria and determine scenarios
          under which mining the pit could safely resume.  In the meantime, we plan
          to continue milling low grade ores from stockpiled material. 
Although we are currently unable to predict the effect on our financial
          results, we do not expect that mining low grade ores from stockpiled material
          will be cash positive, but we do expect that the revenue generated
          from milling will pay for the variable cost of production and contributes
          to the fixed costs of the mine.
  **Summary
        of Production Results and Total Cash Costs per Ounce from Continuing
        Operations**
  **Production
        from Continuing Operations & Metals Price Averages**
  The
        table
        below summarizes our production of gold, silver and other metals, as well
        as
        average metal prices, for each period indicated:
  **Nine
                  months ended**
                **September
                  30,**
                **2005**
              
              **Year
                  Ended December 31,**
                **2004**
              
              **Year
                  Ended December 31,**
                **2003**Production:Gold
                  (ounces)
              
              
              39,073
              
              
              33,743
              
              
              44,124Silver
                  (ounces)
              
              
              421,479
              
              
              970,751
              
              
              411,176Lead
                  (pounds)
              
              
              9,273,121
              
              
              10,064,265
              
              
              10,843,184Zinc
                  (pounds)
              
              
              19,800,021
              
              
              26,222,805
              
              
              21,792,452Average
                  metal prices:Gold
                  - London bullion mkt. ($/ounce)
              
              $
              431
              
              $
              409
              
              $
              364Silver
                  - London bullion mkt. ($/ounce)
              
              $
              7.06
              
              $
              6.66
              
              $
              4.88Lead
                  - LME ($/pound)
              
              $
              0.43
              
              $
              0.40
              
              $
              0.23Zinc
                  - LME ($/pound)
              
              $
              0.59
              
              $
              0.48
              
              $
              0.38
 
 For
        the
        three months ended September 30, 2005, gold production from continuing
        operations increased 184% to 14,104 ounces, zinc production increased 98%
        to
        7,400,000 lbs, and lead production increased 61% to 3,389,000 lbs from 4,967
        ounces of gold, 3,738,000 lbs of zinc, and 2,110,000 lbs of lead for the
        three
        months ended September 30, 2004, respectively. For the nine months ended
        September 30, 2005, gold production from continuing operations increased
        80% to
        39,073 ounces, zinc production increased 6% to 19,800,000 lbs, and lead
        production increased 33% to 9,273,000 lbs from 21,653 ounces of gold, 18,753,000
        lbs of zinc, and 6,978,000 lbs of lead for the nine months ended September
        30,
        2004, respectively.
  6
  For
        the
        three months ended September 30, 2005, total cash cost per ounce of gold
        from
        continuing operations decreased 65% to $513 from $1,465 for the three months
        ended September 30, 2004. Production in 2004 was significantly reduced due
        to a major stripping program and the processing of lower grade and below
        reserve
        grade ores. For the nine months ended September 30, 2005, total cash cost
        per
        ounce of gold from continuing operations decreased 49% to $537 from $1,057
        for
        the nine months ended September 30, 2004. The improvement in cash cost per
        ounce
        is due to higher production of metals as a result of better grades of ore
        and
        higher prices of zinc and lead. However, the total cash cost per ounce still
        remained above the selling price per ounce of gold primarily due to poor
        mining
        performance, resulting from ramp access and pit wall problems.
  **MATERIAL
        CHANGES IN RESULTS OF OPERATIONS**
  **Three
        Months Ended September 30, 2005 Compared to the Three Months Ended
        September 30, 2004**
  **Revenue
        from the Sale of Minerals from Continuing Operations.**
  Revenues
        from continuing operations for the three months ended September 30, 2005
        increased 81% to $13.4 million **** from
        $7.4
        million for the same period in 2004. Revenues from silver, zinc and lead
        for the
        three months ended September 30, 2005 increased 28% to $6.9 million from
        $5.4
        million for the three months ended September 30, 2004. Revenue from gold
        sales
        for the three months ended September 30, 2005 were $6.4 million, (48% of
        total
        revenue) compared to $2.0 million (28% of the total revenue) for the same
        period
        2004. Revenue from zinc at $4.7 million for the three months ended September
        30,
        2005 accounted for 35% of total revenues. The average price received for
        gold
        per ounce for the three months ended September 30, 2005 increased 11% to
        $455
        from $411 for the three months ended September 30, 2004. The increase in
        revenues is due to increased production and higher prices of zinc and
        lead.
  **Continuing
        Operations - Montana Tunnels.**
  The
        following presents the key statistics for the Montana Tunnels operation for
        the
        three months ended September 30, 2005 and 2004, respectively:
  **Three
                  months ended**
                **September 30,****2005**
              
              **2004**(as
                  restated)Tons
                  mined
              
              
              4,217,617
              
              
              9,789,823Tons
                  milled
              
              
              1,299,610
              
              
              1,514,690Gold
                  grade oz/ton
              
              
              0.0150
              
              
              0.0059Zinc
                  grade %
              
              
              0.42
              
              
              0.20Strip
                  ratio
              
              
              3.2:1
              
              
              6.5:1Production
                  payable:Gold
                  ounces
              
              
              14,104
              
              
              4,967Silver
                  ounces
              
              
              129,736
              
              
              425,351Lead
                  pounds
              
              
              3,389,443
              
              
              2,110,786Zinc
                  pounds
              
              
              7,401,636
              
              
              3,738,427Total
                  cash costs per ounce
              
              $
              513
              
              $
              1,465Total
                  production costs per ounce
              
              $
              556
              
              $
              1,595Total
                  revenue ($ millions)
              
              $
              13.4
              
              $
              7.4Capital
                  expenditures ($ millions)
              
              $
              0.1
              
              $
              1.1
 
 Due
        to
        the lower strip ratio required, the total mined tonnage during the three
        months
        ended September 30, 2005 was 4,217,617 tons compared to 9,789,823 tons
        mined in the same period of 2004, a reduction of 57%. Of the total mined
        for the
        three months ended September 30, 2005, 1,299,610 tons were ore,
        resulting in a strip ratio of 3.2:1 for the quarter, which was higher than
        expected for the three months ended September 30, 2005, but lower than the
        strip ratio for the three months ended September 30, 2004 of
        6.5:1.
  7
  The
        improvement in the third quarter 2005, compared to the third quarter 2004,
        in
        production and total cash cost per ounce is a result of higher grades of
        ore,
        particularly gold (0.0150 oz/ton compared to 0.0059 oz/ton) and zinc (0.42%
        compared to 0.20%), the combined revenues of which account for 83% of total
        revenues. This improvement in revenue was partially offset by increased direct
        operating costs.
  **Operating
        Expenses.**
  *Direct
        Operating Costs.* Direct
        operating costs, which includes mining costs, processing costs, and smelting
        and
        refining charges, for the three months ended September 30, 2005 increased
        13% to
        $14.2 million from $12.6 million for the three months ended September 30,
        2004,
        although there was a decrease in mined tons of 57% to 4,217,617 tons from
        9,789,823 tons for the three months ended September 30, 2004. The mining
        cost
        per ton for the three months ended September 30, 2005 was $1.54 compared
        to
        $0.66 for the three months ended September 30, 2004. The two primary reasons
        for
        the increase in mining costs are: (i) in 2004 the majority of the material
        mined
        was waste from the upper benches of the pit requiring shorter uphill haul
        distances and therefore better efficiencies when compared to 2005,
        where mining was mainly from the pit bottom, and (ii) the significant increases
        in the prices of our mining consumables, such as diesel and tires, both of
        which
        have increased by over 100% since September 30, 2004. In addition to mining
        costs, the smelter charges for the three months ended September 30, 2005
        increased 103% to $3,027,000 from $1,489,000 for the three months ended
        September 30, 2004, primarily due to the increased mine production of lead
        and
        zinc concentrates being processed by the smelter, along with a higher smelting
        charge per ton of concentrate due to the increase in the price of lead and
        zinc.
        Our smelting contract has a price participation clause which provides that
        as
        the prices of lead and zinc increase the benefit gained by the mine is shared
        with the smelter and vice-versa. The average price of zinc for the three
        months
        ended September 30, 2005 was $0.59/lb compared to $0.48/lb for the three
        months
        ended September 30, 2004.
  *Depreciation
        and Amortization.*  Depreciation
        and amortization expenses were $0.7 million and $0.7 million for the three
        months ended September 30, 2005 and 2004, respectively.
  *General
        and Administrative Expenses.* General
        and administrative expenses were $0.9 million and $1.1 million for the three
        months ended September 30, 2005 and 2004, respectively.
  *Stock
        Based Compensation.* In
        January 2004, the Company adopted the fair value method of accounting for
        stock
        options as set out in CICA Handbook section 3870, Stock-Based Compensation
        and
        Other Stock-Based Payments. Share-based compensation was $171,000 and $388,000
        for the three months ended September 30, 2005 and 2004,
        respectively.
  *Accretion
        Expense.* Accrued
        accretion expense was $242,000 compared to $479,000 for the three months
        ended
        September 30, 2005 and 2004, respectively, primarily due to accrued site
        closure
        costs at the Montana Tunnels mine.
  *Exploration
        and Business Development Expense.* Expenses
        for exploration and development, consisting of drilling and related expenses
        at
        our exploration properties, totaled approximately $0.2 million and $0.5 million
        for the three months ended September 30, 2005 and 2004, respectively. This
        decrease in expenditures is due to decreased exploration activities at our
        Huizopa property in Mexico.
  *Total
        Operating Expenses* .
        As a
        result of these expense components, our total operating expenses increased
        3% to
        $16.3 million for the three months ended September 30, 2005 from $15.8 million
        for the three months ended September 30, 2004.
  8
  *Interest
        Income and Interest Expense.* We
        realized interest income of $105,000 during the three months ended September
        30,
        2005 and interest expense of $747,000 in the same period compared to $10,000
        in
        interest income and $30,000 in interest expense during the three months ended
        September 30, 2004. The interest income increase is partially due to increased
        income earned on reclamation bonding deposits. The increase in interest expense
        is due to accretion on the convertible debentures issued in the fourth quarter
        of 2004.
  *Foreign
        Exchange Gain (Loss).* There
        was
        a foreign exchange gain of $5,000 for the three months ended September 30,
        2005
        compared to a $79,000 loss during the three months ended September 30, 2004
        from cash balances held in Canadian dollars. Apollo utilizes United States
        dollars as its functional and reporting currency.
  **Loss
        from Continuing Operations.**
  As
        a
        result of the foregoing, the Company incurred a loss from continuing operations
        of $3.6 million, or $0.03 per share, for the three months ended September
        30,
        2005, as compared to a loss of $8.5 million, or $0.11 per share, for the
        three
        months ended September 30, 2004.
  **Loss
        from Discontinued Operations.**
  During
        the second quarter, the Company adopted a plan to dispose of its Nevada Assets.
        For the three months ended September 30, 2005, we recorded an impairment
        of $3.9
        million related to the Nevada Assets. This component, when added to the results
        from the discontinued operations means that the Company incurred a total
        loss
        for the three months ended September 30, 2005 of $3.6 million, or
        $0.03 per share, as compared to a loss of $2.8 million, or $0.03 per
        share, for the three months ended September 30, 2004.
  **Discontinued
        Operations.**
  *Florida
        Canyon.* Florida
        Canyon’s gold production decreased 58% to 6,169 ounces at a total cash cost of
        $409 per ounce for the three months ended September 30, 2005 from 14,820
        ounces
        of gold at a total cash cost of $406 per ounce for the three months ended
        September 30, 2004, primarily due to cessation of mining on March 1,
        2005.
  We
        had
        planned to mine throughout 2005, however, management determined at the end
        of
        February 2005 to focus its personnel and resources on the Standard Mine and
        therefore the decision was taken to temporarily suspend mining activity from
        March 1, 2005 and to continue to produce gold at Florida Canyon by leaching
        down
        the gold contained within the existing pad.
  **Three
                  months ended**
                **September 30,****2005**
              
              **2004**(as
                  restated)Tons
                  mined
              
              
              0
              
              
              4,235,978Gold
                  production - ounces
              
              
              6,169
              
              
              14,820Silver
                  production - ounces
              
              
              3,054
              
              
              12,154Total
                  cash costs per ounce
              
              $
              409
              
              $
              406Total
                  production costs per ounce
              
              $
              409
              
              $
              447Total
                  revenue ($ millions)
              
              $
              2.7
              
              $
              5.0Capital
                  expenditures ($ millions)
              
              $
              0.0
              
              $
              0.7
 
 There
        was
        no net gain or loss for the three months ended September 30, 2005 as compared
        to
        a $646,000 loss for the three months ended September 30, 2004, due to the
        last
        of the Standard Bank put/call commodity contracts being completed in April
        2005.
  9
  *Standard
        Mine.* Standard
        Mine entered into commercial production on June 1, 2005. Loading of ore onto
        the
        heap leach pad continued throughout the third quarter 2005 enabling the
        expansion of the area under leach and therefore improved production of gold.
        Standard Mine produced 8,432 ounces of gold during the three months ended
        September 30, 2005 at a total cash cost of $387 per ounce.
  Following
        are key operating statistics at the Standard Mine for the third quarter of
        2005
        compared to 2004:
  **Three
                  months ended**
                **September 30,****2005**
              
              **2004**Ore
                  mined - tons
              
              
              1,428,103
              
              
              Not
                  in productionWaste
                  mined - tons
              
              
              1,136,718Total
                  tons mined
              
              
              2,564,821Strip
                  ratio
              
              
              0.8:1Grade
                  of gold - ozs/ton
              
              
              0.0151Gold
                  production - ounces
              
              
              8,432Silver
                  production - ounces
              
              
              21,901Total
                  cash costs per ounce
              
              $
              387Total
                  production costs per ounce
              
              $
              387Total
                  revenue ($ millions)
              
              $
              3.9Capital
                  expenditures ($ millions)
              
              $
              0.5
              
              $
              1.9
  During
        the three months ended September 30, 2005, 2,565,000 tons were mined, of
        which
        1,428,000 tons were ore with the balance being waste, resulting in a strip
        ratio
        of 0.8:1. This strip ratio is equal to the average expected for the year
        2005.
        All ore tons were placed on the pad at an average grade of 0.0151 ounces
        per
        ton.
  Capital
        expenditure for the third quarter 2005 was $0.5 million compared to $1.9
        million
        in the third quarter of 2004. This lower expenditure is because the mine
        was
        under construction in 2004.
  **NINE
        MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
        30,
        2004**
  **Revenue
        from the Sale of Minerals from Continuing Operations.**
  Revenues
        from continuing operations for the nine months ended September 30, 2005
        increased 42% to $36.3 million from $25.5 million for the same period in
        2004.
        Revenues from silver, zinc and lead for the nine months ended September 30,
        2005
        increased 14% to $19.3 million from $16.9 million for the nine months ended
        September 30, 2004. Revenue from gold sales for the nine months ended September
        30, 2005 were $17.0 million, (47% of total revenue) compared to $8.6 million
        (34% of the total revenue) for the same period 2004. Revenue from zinc at
        $12.3
        million for the nine months ended September 30, 2005 accounted for 34% of
        total
        revenues. The average price received for gold per ounce for the nine months
        ended September 30, 2005 increased 9% to $435 from $398 for the nine months
        ended September 30, 2004. The increase in revenues is primarily due to increased
        production due to higher prices of zinc and lead.
  10
  **Continuing
        Operations - Montana Tunnels** **.**
  The
        following presents the key production statistics for the Montana Tunnels
        operation for the nine months ended September 30, 2005 and 2004,
        respectively.
  **Nine
                    months ended**
                  **September
                    30,****2005**
                
                **2004**(as
                    restated)Tons
                    mined
                
                
                13,606,591
                
                
                27,578,156Tons
                    milled
                
                
                3,965,389
                
                
                3,780,791Production:Gold
                    grade oz/ton
                
                
                0.014
                
                
                0.009Zinc
                    grade %
                
                
                0.36
                
                
                0.38Gold
                    ounces
                
                
                39,073
                
                
                21,653Silver
                    ounces
                
                
                421,479
                
                
                769,020Lead
                    pounds
                
                
                9,273,121
                
                
                6,978,014Zinc
                    pounds
                
                
                19,800,021
                
                
                18,753,013Total
                    cash costs per ounce
                
                $
                537
                
                $
                1,057Total
                    production costs per ounce
                
                $
                586
                
                $
                1,142Total
                    revenue ($ millions)
                
                $
                36.3
                
                $
                25.5Capital
                    expenditures ($ millions)
                
                $
                0.2
                
                $
                2.2
 
 Due
        to
        the lower strip ratio planned, the total mine tonnage moved during the nine
        months ended September 30, 2005, was 13,606,591 tons compared to 27,578,156
        tons mined for the nine months ended September 30, 2004. Of the total mined
        in the first nine months of 2005, 4,038,000 were ore giving a strip ratio
        for
        the year-to-date of 2.4:1 which was slightly higher than expected. This compares
        to ore mined in the first nine months of 2004 of 4,076,000 tons for a strip
        ratio of 5.8:1.
  The
        higher total cash costs in 2004 are a result of the implementation of the
        FASB
        recommendation on stripping costs.
  **Operating
        Expenses.**
  *Direct
        Operating Expenses.* Direct
        operating costs, which includes mining costs, processing costs and smelting
        and
        refining charges, for the nine months ended September 30, 2005 increased
        1% to
        $40.3 million from $39.8 million for the nine months ended September 30,
        2004,
        although there was a decrease in mined tonnage of 51% to 13,606,591 tons
        from
        27,578,156 tons for the nine months ended September 30, 2004. These higher
        than
        expected costs were a result of operational problems encountered in the mine
        and
        higher unit costs of operational supplies when compared to 2004. The operational
        problems were weather related problems in the second quarter 2005, resulting
        in
        problems with access to the ramp and lower tons being mined. The
        higher unit costs of operational supplies are a result of the significant
        increase in the cost of consumables such as diesel and tires, both of which
        have
        increased by over 100% during the past twelve months.
  *Depreciation
        and Amortization Expenses.* Depreciation
        and amortization expenses were $2.0 million for the nine months ended September
        30, 2005 as compared to $1.9 million for the same period 2004.
  *General
        and Administrative Expenses.* General
        and administrative expenses were $3.7 million for the nine months ended
        September 30, 2005 as compared to $4.3 million from the first nine months
        ended
        September 30, 2004 primarily due to no management bonuses being paid in 2005.
  *Stock
        Based Compensation.* In
        January 2004 the Company adopted the fair value method of accounting for
        stock
        options as set out in CICA Handbook section 3870, Stock-Based Compensation
        and
        Other Stock-Based Payments. Share-based compensation was $0.5 million for
        both
        the nine months ended September 30, 2005 and the same period of
        2004.
  11
  *Accretion
        Expense.* Accrued
        accretion expense was $0.6 million for the nine months ended September 30,
        2005
        compared to $0.6 million for the same period of 2004, due to accrued site
        closure costs at the Montana Tunnels mine.
  *Expenses
        for Exploration and Development* .
        Expenses for exploration and development, consisting of drilling and related
        expenses at our exploration properties, totaled approximately $0.7 million
        and
        $0.8 million for the nine months ended September 30, 2005 and 2004,
        respectively.
  *Total
        Operating Expenses.* As a
        result of these expense components, our operating expenses totaled approximately
        $47.9 million for the nine months ended September 30, 2005 and 2004,
        respectively.
  *Interest
        Income and Interest Expense* .
        Apollo
        realized interest income of $278,000 during the nine months ended September
        30,
        2005 and interest expense of $1,940,000 in the same period compared to $261,000
        in interest income and $113,000 in interest expense during the nine months
        ended
        September 30, 2004. The increase in interest expense is due to accretion
        on the
        convertible debentures issued in the fourth quarter of 2004.
  *Gain
        on Sale of Property, Plant and Equipment.* A $1.3
        million gain on sale of spare mining equipment at Montana Tunnels was realized
        during the first nine months ended September 30, 2005.
  *Foreign
        Exchange Loss.* There
        was a foreign exchange loss of $28,000 for the nine months ended September
        30,
        2005 compared to a $567,000 loss during the nine months ended September 30,
        2004
        from cash balances held in Canadian dollars. Apollo utilizes United States
        dollars as its functional and reporting currency.
  Loss
        from
        Continuing Operations.
  As
        a
        result of the foregoing, the Company incurred a loss from continuing operations
        of $12.0 million, or $0.12 per share, for the nine months ended September
        30,
        2005, as compared to a loss of $22.7 million, or $0.29 per share, for the
        nine
        months ended September 30, 2004.
  Loss
        from
        Discontinued Operations.
  During
        the second quarter, the Company adopted a plan to dispose of its Nevada Assets.
        For the nine months ended September 30, 2005, we recorded a total impairment
        of
        $8.4 million related to the Nevada Assets. This impairment when added to
        the
        results from the discontinued operations meant that the Company incurred
        a total
        loss for the nine months ended September 30, 2005 of $6.0 million, or $0.06
        per
        share, as compared to a loss of $2.5 million, or $0.03 per share, for the
        nine
        months ended September 30, 2004.
  **Discontinued
        Operations.**
  *Florida
        Canyon* *.* At
        Florida Canyon, production of gold decreased by 55% to 24,765 ounces at a
        total
        cash cost of $380 per ounce for the nine months ended September 30, 2005
        from
        55,649 ounces of gold at a total cash cost of $354 per ounce for the nine
        months
        ended September 30, 2004 primarily due to the cessation of mining on March
        1,
        2005. The total cash cost for the nine months ended September 30, 2005 of
        $380
        per ounce includes a non cash charge from leach pad inventory of $225 per
        ounce
        of gold.
  We
        had
        planned to continue mining at Florida Canyon throughout 2005, however,
        management determined at the end of February 2005 to focus its personnel
        and
        resources on the Standard Mine and therefore the decision was taken to
        temporarily suspend mining activity from March 1, 2005 and to continue to
        produce gold by leaching down the gold contained within the existing pad
        at
        Florida Canyon.
  12
  Following
        are key operating statistics at Florida Canyon for the nine months of 2005
        compared to 2004:
  **Nine
                  months ended**
                **September 30,****2005**
              
              **2004**(as
                  restated)Tons
                  mined
              
              
              960,292
              
              
              17,102,792Gold
                  production - ounces
              
              
              24,765
              
              
              55,649Silver
                  production - ounces
              
              
              15,583
              
              
              49,368Total
                  cash costs per ounce
              
              $
              380
              
              $
              354Total
                  production costs per ounce
              
              $
              412
              
              $
              390Total
                  revenue ($ millions)
              
              $
              9.5
              
              $
              20.1Capital
                  expenditures ($ millions)
              
              $
              0.0
              
              $
              1.1
 
 A
        $3.6
        million gain on sale of spare mining equipment at Florida Canyon was realized
        during the nine months ended September 30, 2005.
  There
        was
        a $38,000 gain for the nine months ended September 30, 2005 for the commodities
        contract with Standard Bank as compared to a $516,000 gain for the nine months
        ended September 30, 2004. This commodities contract was finished in April
        2005 **.**
  *Standard
        Mine* .
        The
        Standard Mine continued loading ore onto the heap leach pad, leaching gold
        and
        expanding the area under leach during the first nine months of
        2005.
  The
        Standard Mine entered into commercial production on June 1, 2005. Under Canadian
        GAAP it was determined that due to construction of the plant only being
        completed in late February 2005, coupled with the limited number of leach
        fields
        available, the mine was not in production in the first five months of 2005.
        The
        Standard Mine produced 11,241 ounces of gold during the four months June
        to
        September at a total cash cost of $380 per ounce. For the first five months
        of
        2005 the mine produced 6,731 ounces of gold, the revenue which was offset
        against the operating expenses and the net sum treated as capital
        expenditures.
  Following
        are key operating statistics at the Standard Mine for the first nine months
        of
        2005 compared to 2004:
  **Nine
                  months ended**
                **September 30,****2005**
              
              **2004**Ore
                  mined - tons
              
              
              1,887,360
              
              
              Not
                  in productionWaste
                  mined - tons
              
              
              1,675,846Total
                  tons mined
              
              
              3,563,206Strip
                  ratio
              
              
              0.9:1Grade
                  of gold ozs/ton
              
              
              0.0166Gold
                  production - ounces
              
              
              11,241Silver
                  production - ounces
              
              
              30,916Total
                  cash costs per ounce
              
              $
              380Total
                  production costs per ounce
              
              $
              380Total
                  revenue ($ millions)
              
              $
              5.2Capital
                  expenditures ($ millions)
              
              $
              2.9
              
              $
              5.1
  13
  During
        the first nine months of 2005, tons mined were slightly above forecast at
        3,563,206 tons of which 1,887,360 tons were ore with the balance being waste
        giving a strip ratio of 0.9:1. This strip ratio was slightly higher than
        the
        average expected for the year 2005 of 0.8:1. All ore tons were placed on
        the pad
        at an average grade of 0.0166 ounces per ton.
  Capital
        expenditures for the first nine months of 2005 were $2.9 million, $2.2 million
        lower than the same period 2004.
  **MATERIAL
        CHANGES IN LIQUIDITY**
 To
          date,
          we have funded our operations primarily through issuances of debt and equity
          securities. At September 30, 2005, cash and cash equivalents were $0.3
          million,
          compared to cash and cash equivalents of $6.9 million at December 31, 2004.
          The
          decrease in cash from December 31, 2004 was primarily the result of operating
          cash outflows of $6.7 million, investment activities of $3.3 million plus
          a
          reduction of capital lease debt of $0.8 million. These outflows were offset
          by
          funds from proceeds on disposal of property, plant and equipment of $2.0
          million
          and sale of common shares of $5.9 million.
  Investing
          activities used $3.3 million of cash during the nine months ended September
          30,
          2005, compared to $13.8 million in the same period 2004. Capital expenditures
          in
          the first nine months were $4.7 million of which $4.4 million were for
          the
          further development of the Black Fox project. In addition to this capital
          expenditure, $1.6 million was invested in the restricted cash account as
          part of
          the Montana Tunnels reclamation liability.
  We
          intend
          to deposit $10.9 million of the $14.0 million we expect to receive in the
          fourth
          quarter from the sale of the Nevada Assets as substitute collateral for
          our
          $8.73 million convertible debentures, which are currently secured by the
          Nevada
          Assets. Subject to certain conditions, we could replace this future cash
          collateral with Black Fox as security for the convertible debentures. By
          the end
          of the second quarter of 2006, we expect we will be able to meet those
          conditions, resulting in additional funds being available to the Company
          for
          further development of Black Fox, exploration at Huizopa and other general
          corporate purposes.
  We
          believe that our current funds together with the October 2005 $2.5 million
          cash
          advance on the purchase price for the Nevada Assets, the remaining $0.6
          million
          the we expect to receive for the sale of the Nevada Assets, net of cash
          used as
          cash collateral for the debentures, and the contemplated $3.5 million private
          placement investment by Jipangu will be sufficient to fund our working
          capital
          and exploration and development expenditures for the next twelve
          months. In
          addition, we may raise additional financing from the sale of debt or equity
          securities which may include Canadian flow-through financing to fund a
          portion
          of our exploration expenditures at Black Fox. Exploration and development
          expenditures for Huizopa and Black Fox are estimated at $1.0 million for
          the
          last quarter of 2005. If we do not sell the Nevada Assets or successfully
          generate cash flow from our mines, we would be required to secure additional
          financing to enable us to continue as a going concern and undertake our
          expenditure programs.
 14
  Financing
        activities for the nine months ended September 30, 2005 included (1) completing
        in January 2005 the second tranche of a registered offering of 4,199,998
        units
        with an issue price of $0.75 for proceeds of $2.8 million, net of expenses
        of
        $0.3 million and fair value of broker’s compensation warrants of $0.2 million,
        and (2) completing on June 3, 2005, the sale to Jipangu of 10,000,000 common
        shares at $0.32 per share, proceeds from which amounted to $3.2 million,
        net of
        expenses of $32,000.
  **DIFFERENCES
        BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
        (GAAP)**
  The
        Company reports under Canadian GAAP and reconciles to U.S. GAAP. The application
        of U.S. GAAP has a significant effect on the net loss and net loss per share.
        For a detailed explanation see Note 9 of our interim financial statements.
  **CRITICAL
        ACCOUNTING ESTIMATES AND POLICIES**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principals requires management to make a variety of estimates
        and
        assumptions that affect the reported amounts of assets and liabilities and
        disclosure of contingent assets and liabilities as of the date of the financial
        statements as well as the reported amounts of revenues and expenses during
        the
        reporting periods covered by the financial statements.
  On
        March
        30, 2005, the Financial Accounting Standards Board (“FASB”) ratified the
        consensus of the EITF Issue 04-6 that stripping costs incurred during the
        production phase of a mine are variable production costs that should be included
        in the costs of the inventory produced during the period that the stripping
        costs are incurred.
  In
        the
        first quarter of 2005 and prior periods, Apollo deferred or accrued stripping
        costs incurred during production, as appropriate, and charged these costs
        to
        operations on the basis of the estimated average stripping ratio for Montana
        Tunnels. Commencing in the second quarter of 2005, Apollo changed its accounting
        policy under Canadian GAAP and U.S. GAAP with respect to stripping costs
        to be
        consistent with the consensus reached by the EITF, on the basis that the
        consensus results in a more reliable, relevant and consistent application
        of
        GAAP. This change has been applied retrospectively by restating prior periods.
        The effect of this change was to increase the deficit at January 1, 2004
        by
        $24,033,000 and to increase the net loss for the year ended December 31,
        2004 by
        $12,818,000 ($0.16 per share). The net loss for the three months and nine
        months
        ended September 30, 2004 increased by $4,097,000 ($0.05 per share) and
        $11,446,000 ($0.15 per share), respectively, as a result of this
        change.
  **CONTRACTUAL
        OBLIGATIONS**
  The
        Company has several outstanding equipment leases and financings. As of September
        30, 2005, there are no material changes from the information presented in
        the
        Company’s Annual Report.
  **OFF
        BALANCE SHEET ARRANGEMENTS**
  We
        have a
        contingent liability at our Black Fox property in the form of a Cdn $3.0
        million
        payment to the original owners of the property due if and when the mine reaches
        an average production level of 300 tonnes of ore per day over a 30 day
        period **.**
  **ENVIRONMENTAL**
  As
        of
        September 30, 2005, we have accrued $12.4 million related to reclamation,
        severance and other closure requirements at Montana Tunnels, an increase
        of $0.6
        million from December 31, 2004. This liability is covered by a combination
        of
        surety bonds, totaling $15.8 million, and cash bonds totaling $1.3 million,
        for
        a total reclamation surety, at September 30, 2005 of $17.1 million. We have
        accrued what management believes is the present value of our best estimate
        of
        the liability as of September 30, 2005; however, it is possible that our
        obligation may change in the near or long term depending on a number of
        factors.
  15
  **ITEM
        4.** **CONTROLS
        AND PROCEDURES**
  **Disclosure
        Controls and Procedures**
  Apollo
        maintains disclosure controls and procedures that are designed to ensure
        that
        information required to be disclosed in the reports that we file or submit
        under
        the Exchange Act is recorded, processed, summarized and reported within the
        time
        periods specified in the SEC’s rules and forms, and that such information is
        accumulated and communicated to Apollo’s management, including its Chief
        Executive Officer and Chief Financial Officer, as appropriate, to allow timely
        decisions regarding required financial disclosure.
  16
  As
        of the
        end of the period covered by this report, we carried out an evaluation, under
        the supervision of our management, including the Chief Executive Officer
        and
        Chief Financial Officer, of the effectiveness of the design and operation
        of our
        disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b)
        under
        the Exchange Act. Based upon, and as of the date of this evaluation, the
        Chief
        Executive Officer and Chief Financial Officer concluded that our disclosure
        controls and procedures were not effective, because of the material weaknesses
        discussed below. In light of the material weaknesses described below, we
        performed additional analysis and other post-closing procedures to ensure
        our
        consolidated financial statements are prepared in accordance with generally
        accepted accounting principles. Accordingly, management believes that the
        financial statements included in this report fairly present in all material
        respects our financial condition, results of operations and cash flows for
        the
        periods presented.
  We
        identified material weaknesses for the year ended December 31, 2004 in two
        areas. A material weakness is a significant deficiency, or combination of
        significant deficiencies, that results in more than a remote likelihood that
        a
        material misstatement of the annual or interim financial statements will
        not be
        prevented or detected. First, we have deficient inventory control and management
        processes and lack of segregation of procurement and accounting duties at
        our
        Florida Canyon Mine, primarily due to a lack of sufficient personnel at the
        Florida Canyon Mine. Second, we lack appropriate review of non-routine or
        complex accounting matters, related accounting entries, and appropriate
        documentation, disclosure and application of Canadian and U.S. GAAP, primarily
        due to a lack of sufficient personnel with a level of technical accounting
        expertise commensurate with our reporting requirements.
  Not
        all
        of these deficiencies have been fully remediated. The first of these
        deficiencies relates primarily to staffing at our Nevada Assets, assets
        held for sale. As of the end of September 2005 we have implemented new inventory
        procedures and have added staff to our warehouse. As a result of these measures
        we believe the deficiencies with regard to the inventory control have been
        remediated. Additional steps have been taken to improve the effectiveness
        of the
        internal controls with regard to the management processes and a lack of
        segregation of procurement and accounting duties at our Nevada Assets. However,
        our internal audit team has not fully monitored and tested these controls
        because the assets are under contract for sale. Therefore, the Company believes
        these significant deficiencies in aggregate remain significant enough to
        be
        reported as a “material weakness” in our financial controls as defined in
        AS No. 2. We will continue to monitor the effectiveness of our
        internal controls and make further changes our management determines
        appropriate.
  The
        second material weakness relates to lack of appropriate review of non-routine
        or
        complex accounting matters, relating accounting entries, and appropriate
        documentation, disclosure and application of Canadian and U.S. GAAP, primarily
        due to a lack of sufficient personnel with a level of technical accounting
        expertise commensurate with our reporting requirements. In the second quarter,
        we established a Financial Disclosure Policy Committee to review all non-routine
        accounting matters and disclosure and application of Canadian and U.S. GAAP,
        added additional technical accounting expertise to the accounting staff,
        and
        implemented formal policies addressing the internal controls over non-routine
        or
        complex accounting matters, accounting entries, appropriate documentation,
        and
        disclosures. During the third quarter, we began our evaluation of these controls
        and procedures and in the fourth quarter we will continue our evaluation
        to
        determine if these controls are operating effectively.
  We
        intend
        to continue to monitor our internal controls, and if further improvements
        or
        enhancements are identified, we will take steps to implement such improvements
        or enhancements. As
        a
        result of the changes disclosed above, there were changes in our internal
        control over financial reporting, which have materially affected, or are
        reasonably likely to materially affect, such internal
        controls.
  17
  **PART
        II** **OTHER
        INFORMATION**
  **ITEM
        6.** **EXHIBITS**
  **Exhibit
                  No.**
              **Title
                  of Exhibit**31.1
              Certification
                  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act31.2
              Certification
                  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act
 
 18
  **SIGNATURES**
  In
        accordance with the requirements of the Securities Exchange Act of 1934,
        the
        registrant caused this amendment to be signed on its behalf by the
        undersigned thereunto duly authorized.
  **APOLLO
                GOLD CORPORATION**Date: April
                6, 2006
              By:
              /s/ R.
                DAVID RUSSELLR.
                  David Russell, President and
                Chief
                  Executive Officer
  Date: April
                  6, 2006
                By:
                /s/
                  MELVYN WILLIAMSMelvyn
                    Williams,
                  Chief
                      Financial Officer and Senior Vice President Finance and Corporate
                      Development
  **Index
        to Exhibits**
 
 **Exhibit
                  No.**
              **Title
                  of Exhibit**31.1
              Certification
                  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act31.2
              Certification
                  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                  Act
  19