UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2004
                                       Or
          [ ]  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                  (I.R.S.  Employer
      Incorporation or  Organization)                 Identification No.)


                            4601 DTC BLVD, SUITE 750
                             DENVER, COLORADO 80237
              (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 [X]     [No]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12-b2  of the Exchange Act).           Yes [ ]     No [X]

At July 25, 2004, there were 79,619,461 common shares of Apollo Gold Corporation
                                  outstanding.


<PAGE>
<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS

                                                                                                     Page
                                                                                                     ----
<S>                                                                                                  <C>
Part I - Financial Information
    Item 1.  Financial Statements
      Consolidated Balance Sheet (Unaudited) -- As Of June 30, 2004 . . . . . . . . . . . . . . . .     3
      Consolidated Statement Of Operations and Deficit(Unaudited)
        For The Three and Six Month Periods Ended June 30, 2004 and 2003. . . . . . . . . . . . . .     4
      Consolidated Statement of Cash Flows (Unaudited)
        For The Three and Six Months Ended June 30, 2004 and 2003 . . . . . . . . . . . . . . . . .     5
      Notes To Financial Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . .     5
    Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.    24
    Item 3.  Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . .    35
    Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
Part II - Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
    Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
    Item 2.  Changes in Securities and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . .    37
    Item 3.  Defaults upon Senior Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
    Item 4.  Submission of Matters to A Vote of Security Holders. . . . . . . . . . . . . . . . . .    37
    Item 5.  Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
    Item 6.  Exhibits and Reports On Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
</TABLE>


                                      -i-
<PAGE>
                STATEMENTS REGARDING FORWARD LOOKING INFORMATION

This report, including the Notes to Unaudited Consolidated Financial Statements,
contains  forward-looking  statements  within  the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934,
as  amended.  Forward-looking  statements  include,  without  limitation,  with
respect  to  our  financial condition, results of operations, production, costs,
start-up of the Standard Mine, completing stripping at Montana Tunnels, business
prospects,  plans,  objectives,  goals,  strategies,  future  events,  capital
expenditure, and exploration and development efforts. Forward-looking statements
can  be  identified  by  the  use of forward-looking terminology, such as "may",
"will",  "should",  "expect",  "anticipate",  "estimate",  "continue",  "plans",
"intends",  or  other  similar terminology. These forward-looking statements are
not  guarantees  of  future  performance  and  involve  risks, uncertainties and
assumptions  that  are  difficult  to  predict.  Therefore,  actual outcomes and
results  may  differ  materially from what is anticipated or forecasted in these
forward-looking  statements  due to numerous factors, including, but not limited
to,  the  outcome  of  assays  and  additional exploration sampling and drilling
efforts,  delay  in  permits  or  approvals,  technical  or permitting problems,
unanticipated  drilling  problems  or costs, variations in ore grade, the market
price  of  gold  and  other  minerals,  unanticipated  delays  or  costs  for
construction,  or  start-up at our mines, unanticipated reclamation liabilities,
the  availability and timing of external financing or acceptable terms and other
factors disclosed under the heading "Risk Factors" in Apollo Gold's 10-K for the
year  ended  December  31, 2003 as well as our 10-Q filing  for the period ended
March  31,  2004  and elsewhere in Apollo Gold documents filed from time to time
with  the Toronto Stock Exchange, The American Stock Exchange, The United States
Securities  and  Exchange  Commission  and  other  regulatory  authorities.  In
addition,  such  statements  could  be  affected  by general industry and market
conditions  and  growth  rates,  and general domestic and international economic
conditions.  We  undertake  no  obligation to update forward-looking statements.

         ACCOUNTING PRINCIPLES, REPORTING CURRENCY AND OTHER INFORMATION

Apollo  Gold  Corporation  prepares  its  consolidated  financial  statements in
accordance  with accounting principles generally accepted in Canada ("Cdn GAAP")
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 for the fiscal year ended December 31,
2003  included  in  our  Annual Report (the "Annual Report") filed with the SEC.
Certain  reclassifications  have  been  made  to  the  prior  period  financial
statements  to  conform  with  the  current  period  presentation.

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

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

                         NON-GAAP FINANCIAL INFORMATION

The  cash  operating,  total  cash  and  total  production  costs are non - GAAP
financial  measures  and  are  used  by  management  to  assess  performance  of
individual  operations  as  well  as  a  comparison  to  other  gold  producers.

The  term  "cash  operating  costs"  is  used on a per ounce of gold basis. Cash
operating  costs  per  ounce  is  equivalent  to  direct operating expense, less
production  royalties,  mining  taxes and by-product credits for payable silver,
lead  and  zinc.  We  have  included  cash  operating


                                        1
<PAGE>
costs information to provide investors with information about the cost structure
of  our  mining operations.  The term "total cash costs" is cash operating costs
plus  production  royalties and mining taxes.  The term "total production costs"
is  total  cash  costs  plus  depreciation  and  amortization.

This  information  differs from measures of performance determined in accordance
with  generally  accepted  accounting principles 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.


                                        2
<PAGE>
ITEM  1:  FINANCIAL  STATEMENTS

These  consolidated  financial statements should be read in conjunction with the
financial statements, accompanying notes and other relevant information included
in  the  Company's  report  on  Form 10-K  for the year ended December 31, 2003.


APOLLO GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF UNITED STATES DOLLARS)
--------------------------------------------------------------------------------

                                                      June 30,     December 31,
                                                        2004           2003
                                                    ------------  --------------
ASSETS                                               (Unaudited)       (Audited)
CURRENT
  Cash and cash equivalents                         $     5,053   $      25,851
  Short-term investments                                  7,446           5,855
  Accounts receivable                                     3,295           4,647
  Prepaids                                                  418             552
  Broken ore on leach pad                                11,632           9,594
  Inventories (Note 3)                                    3,168           2,839
--------------------------------------------------------------------------------
                                                         31,012          49,338
BROKEN ORE ON LEACH PAD                                   2,216           1,827
PROPERTY, PLANT AND EQUIPMENT (Note 4)                   47,252          38,519
DEFERRED STRIPPING COSTS                                 31,382          24,033
RESTRICTED CERTIFICATE OF DEPOSIT AND
  OTHER ASSETS                                            8,603           6,893
--------------------------------------------------------------------------------
                                                    $   120,465   $     120,610
================================================================================

LIABILITIES

CURRENT
  Accounts payable                                  $     5,313   $       5,848
  Accrued liabilities                                     3,286           2,781
  Notes payable                                           3,420           4,117
  Property and mining taxes payable                       1,053           1,080
--------------------------------------------------------------------------------
                                                         13,072          13,826
NOTES PAYABLE AND LONG TERM LIABILITY                     2,228           3,275
ACCRUED SITE CLOSURE COSTS                               22,197          21,619
--------------------------------------------------------------------------------
                                                         37,497          38,720
--------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 8)

SHAREHOLDERS' EQUITY

Share capital (Note 5)                                  134,745         120,624
Issuable common shares                                      231             231
Contributed surplus (Note 5)                              7,901           7,172
Deficit                                                 (59,909)        (46,137)
--------------------------------------------------------------------------------
                                                         82,968          81,890
--------------------------------------------------------------------------------
                                                    $   120,465   $     120,610
================================================================================

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
-------------------------------------------------------------------------------------------------

                                            Three months ended              Six months ended
                                                   June , 30                   June , 30
                                         ----------------------------  --------------------------
                                              2004           2003          2004          2003
                                         --------------  ------------  ------------  ------------
<S>                                      <C>             <C>           <C>           <C>
REVENUE
Revenue from sale of minerals            $      13,105   $    17,111   $    33,184   $    25,927
-------------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Direct operation costs                        16,247        15,030        33,398        20,672
  Depreciation and amortization                  1,282         1,475         2,602         2,777
  General and administrative expenses            1,508           983         3,238         2,272
  Stock-based compensation                          72            70            99           341
  Accretion expense                                346           320           691           640
  Royalty expense                                  164           231           374           450
  Exploration and business development             120         1,050           259         2,000
-------------------------------------------------------------------------------------------------
                                                19,739        19,159        40,661        29,152
-------------------------------------------------------------------------------------------------
OPERATING LOSS                                  (6,634)       (2,048)       (7,477)       (3,225)
OTHER INCOME (EXPENSES)
  Interest income                                  103             5           251            48
  Interest expense                                 (97)         (168)         (207)         (317)
  Foreign exchange (loss) gain and other          (300)          144          (488)          655
-------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD                         (6,928)       (2,067)       (7,921)       (2,839)
-------------------------------------------------------------------------------------------------
DEFICIT, BEGINNING OF PERIOD                   (52,981)      (44,723)      (46,137)      (43,951)
CUMMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING POLICY (Note 2(a))                      -             -        (5,851)            -
-------------------------------------------------------------------------------------------------
ADJUSTED OPENING BALANCE                       (52,981)      (44,723)      (51,988)      (43,951)
-------------------------------------------------------------------------------------------------
DEFICIT, END OF PERIOD                   $     (59,909)  $   (46,790)  $   (59,909)  $   (46,790)
=================================================================================================

NET LOSS PER SHARE, BASIC AND
  AND DILUTED                            $       (0.09)  $     (0.04)  $     (0.10)  $     (0.06)
=================================================================================================

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                     79,482,734    48,268,690    77,068,637    47,322,353
=================================================================================================

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF UNITED STATES DOLLARS)
(UNAUDITED)
------------------------------------------------------------------------------------------------------

                                                         Three months ended        Six months ended
                                                               June 30,                June 30,
                                                      ------------------------  ----------------------
                                                         2004         2003         2004        2003
                                                      -----------  -----------  ----------  ----------
<S>                                                   <C>          <C>          <C>         <C>
OPERATING ACTIVITIES
  Net loss for the period                             $   (6,928)  $   (2,067)  $  (7,921)  $  (2,839)
  Items not affecting cash
    Depreciation and amortization                          1,282        1,475       2,602       2,777
    Stock-based compensation                                  72           70          99         341
    Accretion expense                                        346          320         691         640
    Other                                                    (47)        (118)       (113)       (169)
  Net change in non-cash operating working
    capital items                                             89       (2,169)     (1,327)       (566)
------------------------------------------------------------------------------------------------------
                                                          (5,186)      (2,489)     (5,969)        184
------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Property, plant and equipment expenditures              (7,784)      (1,011)    (10,907)     (2,445)
  Deferred stripping costs                                (3,834)        (886)     (7,349)     (4,397)
  Short-term investments                                     466            -      (1,591)          -
  Restricted Certificate of Deposit and other assets      (1,665)        (187)     (1,710)       (883)
------------------------------------------------------------------------------------------------------
                                                         (12,817)      (2,084)    (21,557)     (7,725)
------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Proceeds from exercise of warrants and options             299          453       8,860       2,783
  Acquisition and cancellation of shares                       -            -         (48)          -
  Payments of notes payable                               (1,010)      (1,011)     (2,084)     (1,826)
------------------------------------------------------------------------------------------------------
                                                            (711)        (558)      6,728         957
------------------------------------------------------------------------------------------------------
NET DECREASE IN CASH                                     (18,714)      (5,131)    (20,798)     (6,584)
CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                     23,767        6,973      25,851       8,426
------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
  END OF PERIOD                                       $    5,053   $    1,842   $   5,053   $   1,842
======================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid                                         $       97   $      141   $     207   $     297
======================================================================================================
Income taxes paid                                     $        -   $        -   $       -   $       -
======================================================================================================
</TABLE>

During the three months ended June 30, 2004, the Company issued 48,978 shares to
meet  the  earn-in  requirements  of  the Huizopa Joint Venture Agreement. Share
capital  and  property, plant and equipment both increased by $88 as a result of
this  transaction.

During  the  six  months  ended  June  30,  2004,  property, plant and equipment
totaling  $340  was  acquired  under  a  non-cash  financing  agreement.

During  the  three and six months ended June 30, 2003, the Company issued 61,500
shares  to  acquire certain parcels of land located in Nevada. Share capital and
property,  plant  and  equipment  both  increased  by  $134  as a result of this
transaction.

During  the  six  months  ended  June  30,  2003,  property, plant and equipment
totaling  $1,587  was  acquired  under  capital  lease  obligations.

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


                                        5
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

1.   NATURE  OF  OPERATIONS

     Apollo  Gold  Corporation  ("Apollo"  or  the "Company") is engaged in gold
     mining  including extraction, processing and refining and the production of
     other  by-product  metals,  as  well  as  related  activities  including
     exploration  and  development. The Company currently owns and has rights to
     operate  the  Florida Canyon Mine, an open pit heap leach operation located
     in  the  State  of  Nevada;  the Montana Tunnels Mine, an open pit mine and
     mill,  producing  gold dor and lead-gold and zinc-gold concentrates located
     in  the  State  of Montana; and the Diamond Hill Mine, currently under care
     and  maintenance,  also  located  in  the  State  of  Montana.

     Apollo  has  two development properties, Black Fox, which is located in the
     Province  of  Ontario  near  the  Township of Mattheson, and Standard Mine,
     which  is located near the Florida Canyon Mine. Apollo has four exploration
     properties  located  near  the  Florida  Canyon  Mine.

     Apollo  has  entered  into an agreement to earn up to a 71% interest in the
     Huizopa  project  located  in  the  Sierra  Madre  gold  belt  in  Mexico.


2.   ACCOUNTING  POLICIES

     These  consolidated  interim  financial  statements  have  been prepared in
     accordance  with  Canadian  generally  accepted  accounting principles. The
     accounting  policies  followed  in preparing these financial statements are
     those  used  by  the Company as set out in the audited financial statements
     for  the  year  ended December 31, 2003, except as described in Notes 2 (a)
     and  2  (b).  Certain  information and note disclosure normally included in
     consolidated  financial  statements  prepared  in  accordance with Canadian
     generally  accepted  accounting principles have been omitted. These interim
     financial  statements  should  be  read together with the Company's audited
     financial  statements  for  the  year  ended  December  31,  2003.

     In the opinion of management, all adjustments considered necessary for fair
     presentation  have  been  included  in  these financial statements. Interim
     results  are  not  necessarily  indicative  of the results expected for the
     fiscal  year.

     Certain  of  the comparative figures have been reclassified to conform with
     the  current  period  presentation.
--------------------------------------------------------------------------------


                                        6
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

2.   ACCOUNTING  POLICIES  (CONTINUED)

     (a)  Stock-based  compensation

          Effective  January  1,  2004,  the  Company  adopted  the  amended
          recommendations  of  the  CICA  Handbook  Section  3870,  Stock-based
          Compensation  and  Other  Stock-based  Payments.  Under  the  amended
          standards  of  this  Section, the fair value of all stock-based awards
          granted  are  estimated using the Black-Scholes model and are recorded
          in  operations  over  their  vesting  periods.  The  compensation cost
          related  to  stock  options  granted  to employees and directors after
          January  1,  2004  is  recorded  in  the  consolidated  statement  of
          operations.

          Previously, the Company provided note disclosure of pro forma net loss
          as  if  the  fair  value  based  method had been used on stock options
          granted  to employees and directors after January 1, 2002. The amended
          recommendations have been applied using the retroactive method without
          restatement  and  had  the  effect  of  increasing  share  capital,
          contributed  surplus  and  opening  deficit  as  follows:

<TABLE>
<CAPTION>
                                                                  Increase as at
                                                                      January 1,
                                                                            2004
                                                                  --------------
<S>                                                               <C>
          Share capital                                           $         257
          Contributed surplus                                             5,594
          Deficit                                                        (5,851)
</TABLE>

     (b)  Hedging  relationships

          Effective  January  1,  2004,  the Company adopted the CICA Accounting
          Guideline  13,  Hedging Relationships ("AcG-13"). AcG-13 specifies the
          conditions  under  which  hedge accounting is appropriate and includes
          requirements  for the identification, documentation and designation of
          hedging  relationships,  sets  standards  for  determining  hedge
          effectiveness,  and  establishes  criteria  for  the discontinuance of
          hedge  accounting.  The  adoption  of  AcG-13  had  no  impact  on the
          Company's  results  of  operations  and  financial  position.
--------------------------------------------------------------------------------


                                        7
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

3.   INVENTORIES

     Inventories  consist  of:

<TABLE>
<CAPTION>
                                                         JUNE 30,   December 31,
                                                           2004         2003
                                                        ---------  -------------
<S>                                                     <C>        <C>
     Concentrate inventory                              $     174  $          98
     Dore inventory                                            63             56
     Materials and supplies                                 2,931          2,685
     ---------------------------------------------------------------------------
                                                        $   3,168  $       2,839
     ===========================================================================
</TABLE>

4.   PROPERTY,  PLANT  AND  EQUIPMENT

     The  components  of  property,  plant  and  equipment  are  as  follows:

<TABLE>
<CAPTION>
                                                      JUNE 30,                December 31,
                                                        2004                     2003
                                          ---------------------------------  -------------
                                                    Accumulated   Net Book     Net Book
                                           Cost    Depreciation     Value        Value
                                          -------  -------------  ---------  -------------
<S>                                       <C>      <C>            <C>        <C>
     Mine assets
       Building, plant and equipment      $16,467  $       4,569  $  11,898  $      10,643
       Mining properties and
         development costs                 34,325          6,438     27,887         20,412
     -------------------------------------------------------------------------------------
                                           50,792         11,007     39,785         31,055
     Mineral rights                         7,467              -      7,467          7,464
     -------------------------------------------------------------------------------------
     Total property, plant and equipment  $58,259  $      11,007  $  47,252  $      38,519
     =====================================================================================
</TABLE>
--------------------------------------------------------------------------------


                                        8
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

5.   SHARE  CAPITAL

     (a)  Authorized

          Unlimited  number  of  common  shares  with  no  par  value.

     (b)  Issued  and  outstanding

<TABLE>
<CAPTION>
                                                                         Contributed
                                                  Shares      Amount       Surplus
                                                -----------  ---------  -------------
<S>                                             <C>          <C>        <C>
          Balance, December 31, 2003
            as previously reported              73,539,790   $120,624   $      7,172
          Cumulative effect of change in
            accounting policy (Note 2 (a))               -        257          5,594
          ---------------------------------------------------------------------------
          Adjusted balance, December 31, 2003   73,539,790    120,881         12,766
          Warrants exercised                     5,384,125     12,660         (4,075)
          Options exercised                        311,272        753           (505)
          Options exercised by agents               15,723         35             (8)
          Shares reacquired and cancelled          (20,500)       (48)             -
          Shares issued for 2003 share-based
            compensation                           265,000        376           (376)
          Shares issued for Huizopa interest        48,978         88              -
          Stock-based compensation                       -          -             99
          ---------------------------------------------------------------------------
          Balance, June 30, 2004                79,544,388   $134,745   $      7,901
          ===========================================================================
</TABLE>

     (c)  Warrants

          The  following  summarizes  outstanding  warrants as at June 30, 2004:

<TABLE>
<CAPTION>
                     Number of  Exercise         Expiry
          Warrants    Shares      Price           Date
          ---------  ---------  ---------  ------------------
<S>                  <C>        <C>        <C>

            653,277    653,277  $    1.67  September 26, 2005
             63,969     63,969  $    1.67  October 26, 2005
          3,000,000  3,000,000  $    2.10  December 23, 2006
          ---------------------------------------------------
          3,717,246  3,717,246
          ===================================================
</TABLE>
--------------------------------------------------------------------------------


                                        9
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

5.   SHARE  CAPITAL  (CONTINUED)

     (d)  Share  purchase  options

          (i)  A  summary of information concerning outstanding stock options at
               June  30,  2004  is  as  follows:

<TABLE>
<CAPTION>
                                                                       Performance-based
                                              Fixed Stock Options        Stock Options
                                            -----------------------  ----------------------
                                                           Weighted                Weighted
                                             Number of      Average   Number of     Average
                                                Common     Exercise      Common    Exercise
                                                Shares        Price      Shares       Price
                                            ----------  -----------  ----------  ----------
<S>                                         <C>         <C>          <C>         <C>
               Balances, December 31, 2003  1,887,300   $      2.20  2,500,154   $     0.80
                 Options granted              637,700          1.94          -            -
                 Options exercised                  -             -   (311,272)        0.80
                 Options cancelled           (193,200)         2.17   (192,373)        0.80
               ----------------------------------------------------------------------------
               Balances, June 30, 2004      2,331,800   $      2.13  1,996,509   $     0.80
               ============================================================================
</TABLE>


          (ii) The following table summarizes information concerning outstanding
               and  exercisable  fixed  stock  options  at  June  30,  2004:

<TABLE>
<CAPTION>
                           Options Outstanding                     Options Exercisable
               -----------------------------------------------  ----------------------------
                                                  Weighted                      Weighted
                                                   Average                       Average
                 Number           Expiry        Exercise Price     Number     Exercise Price
               Outstanding         Date           per Share     Exercisable     per Share
               -----------  -----------------  ---------------  -----------  ---------------
<S>                         <C>                <C>              <C>          <C>
                 1,547,200  February 18, 2013  $          2.24      795,700  $          2.24
                     2,600  March 28, 2013                2.34        1,300             2.34
                    70,000  May 21, 2013                  2.27       35,000             2.27
                   110,000  August 22, 2013               2.12            -                -
                   100,000  November 13, 2013             1.67            -                -
                   367,000  March 10, 2014                2.05
                   135,000  May 19, 2014                  1.44            -                -
               -----------------------------------------------------------------------------
                 2,331,800                     $          2.13      832,000  $          2.24
               =============================================================================
</TABLE>

          (iii) As  at  June  30,  2004,  the  1,996,509 performance-based stock
                options  were  fully  vested and have an expiry date of June 25,
                2007.
--------------------------------------------------------------------------------


                                       10
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

5.   SHARE  CAPITAL  (CONTINUED)

     (e)  Stock-based  compensation

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

<TABLE>
<CAPTION>
                                                     Six months ended June 30,
                                                   -----------------------------
                                                              2004          2003
                                                   ---------------  ------------
<S>                                                <C>              <C>
          Risk free interest rate                             3.0%          3.5%
          Dividend yield                                        0%            0%
          Volatility                                           54%           52%
          Expected life in years                                5             3
</TABLE>

          As the Company has selected the retroactive without restatement method
          for  reporting  the  change  in  accounting  policy  related  to stock
          compensation  expense  (Note  2  (a)),  the  Company must disclose the
          impact  on  net loss and net loss per share as if the fair value based
          method  of accounting for stock-based compensation had been applied in
          2003.

<TABLE>
<CAPTION>
                                                Three months        Six months
                                              ended June 30,    ended June 30,
                                                        2003              2003
                                            ----------------  ----------------
<S>                                         <C>               <C>
          Net loss
            As reported                     $        (2,067)  $        (2,839)
            Pro forma stock option expense             (815)           (1,769)
          --------------------------------------------------------------------
                                            $        (2,882)  $        (4,608)
          ====================================================================

          Basic and diluted loss per share
            As reported                     $         (0.04)  $         (0.06)
            Pro forma                       $         (0.06)  $         (0.10)
          ====================================================================
</TABLE>

6.   INCOME  TAXES

     The Company did not record a recovery for income taxes for the period ended
     June  30,  2004  as  the  net  loss  carry  forwards  are fully offset by a
     valuation  allowance.
--------------------------------------------------------------------------------


                                       11
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

7.   FINANCIAL  INSTRUMENTS  AND  RISK  MANAGEMENT

     Gold  hedges

     The  Company  entered  into  hedging  contracts  with  Standard Bank London
     Limited  for  gold  in the aggregate amount of 100,000 ounces involving the
     use  of combinations of put and call options. As of June 30, 2004 there are
     40,000  ounces  remaining on these contracts. The contracts give the holder
     the  right to buy, and the Company the right to sell, stipulated amounts of
     gold  at  the  upper and lower exercise prices, respectively. The contracts
     continue  through April 25, 2005 with a put option strike price of $295 per
     ounce  and  a  call  option strike price of $345 per ounce. The Company has
     also  entered into certain spot deferred forward contracts for the delivery
     of  2,000  ounces  of  gold. Gains or losses on these spot deferred forward
     contracts are recognized as an adjustment of revenue in the period when the
     originally  designated  production  is  sold. As at June 30, 2004, the fair
     value  of  the  contracts is a loss of approximately $2.2 million (December
     31,  2003  -  $5.9  million).

     The  contracts  mature  as  follows:

<TABLE>
<CAPTION>
                                              Ounces of
                                                   Gold
                                              ---------
<S>                                           <C>
                    2004                         26,000
                    2005                         16,000
                    -----------------------------------
                                                 42,000
                    ===================================
</TABLE>

8.   COMMITMENTS  AND  CONTINGENCIES

     (a)  Environmental

          The Company's mining and exploration activities are subject to various
          federal,  provincial  and  state  laws  and  regulations governing the
          protection  of  the  environment.  These  laws  and  regulations  are
          continually  changing  and  generally  becoming  more restrictive. The
          Company conducts its operations so as to protect public health and the
          environment  and  believes its operations are materially in compliance
          with  all  applicable  laws and regulations. The Company has made, and
          expects  to  make in the future, expenditures to comply with such laws
          and  regulations.

     (b)  Litigation  and  claims

          The  Company  is  from  time to time involved in various claims, legal
          proceedings and complaints arising in the ordinary course of business.
          The  Company does not believe that adverse decisions in any pending or
          threatened  proceedings  related to any matter, or any amount which it
          may  be required to pay by reason thereof, will have a material effect
          on  the  financial  conditions  or future results of operations of the
          Company.
--------------------------------------------------------------------------------


                                       12
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED  INFORMATION

     Apollo  operates the Montana Tunnels and Florida Canyon Mines in the United
     States and the Black Fox development project in Canada. As the products and
     services  of  the  Company's  largest segments, Montana Tunnels and Florida
     Canyon,  are  essentially  the  same,  the  reportable  segments  have been
     determined  at  the  level  where  decisions  are made on the allocation of
     resources  and  capital  and  where performance is measured. The accounting
     policies  for  these segments are the same as those followed by the Company
     as  a  whole.

     Amounts  as  at  June  30,  2004  are  as  follows:

<TABLE>
<CAPTION>
                                          Montana   Florida    Black   Corporate
                                          Tunnels    Canyon     Fox    and Other    Total
                                          --------  --------  -------  ----------  --------
<S>                                       <C>       <C>       <C>      <C>         <C>
     Cash and cash equivalents            $    289  $     61  $   127  $    4,576  $  5,053
     Short-term investments                      -         -        -       7,446     7,446
     Broken ore on leach pad - current           -    11,632        -           -    11,632
     Other non-cash current assets           4,040     2,373      385          83     6,881
     --------------------------------------------------------------------------------------
                                             4,329    14,066      512      12,105    31,012
     Broken ore on leach pad - long-term         -     2,216        -           -     2,216
     Property, plant and equipment          15,484    15,773   15,162         833    47,252
     Deferred stripping costs               31,382         -        -           -    31,382
     Restricted certificate of deposit
       and other assets                      3,101     5,071      367          64     8,603
     --------------------------------------------------------------------------------------
     Total assets                         $ 54,296  $ 37,126  $16,041  $   13,002  $120,465
     ======================================================================================

     Current liabilities                  $  5,562  $  5,925  $ 1,063  $      522  $ 13,072
     Notes payable and long-term
       liability                               813     1,415        -           -     2,228
     Accrued site closure costs              9,230    12,967        -           -    22,197
     --------------------------------------------------------------------------------------
     Total liabilities                    $ 15,605  $ 20,307  $ 1,063  $      522  $ 37,497
     ======================================================================================
</TABLE>
--------------------------------------------------------------------------------


                                       13
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED  INFORMATION  (CONTINUED)

     Amounts  as  at  December  31,  2003  are  as  follows:

<TABLE>
<CAPTION>
                                          Montana   Florida   Black   Corporate
                                          Tunnels    Canyon    Fox    and Other    Total
                                          --------  --------  ------  ----------  --------
<S>                                       <C>       <C>       <C>     <C>         <C>
     Cash and cash equivalents            $    754  $     19  $   95  $   24,983  $ 25,851
     Short-term investments                      -         -       -       5,855     5,855
     Broken ore on leach pad - current           -     9,594       -           -     9,594
     Other non-cash current assets           5,345     2,263      71         359     8,038
     -------------------------------------------------------------------------------------
                                             6,099    11,876     166      31,197    49,338
     Broken ore on leach pad - long-term         -     1,827       -           -     1,827
     Property, plant and equipment          15,559    13,529   8,914         517    38,519
     Deferred stripping costs               24,033         -       -           -    24,033
     Restricted certificate of deposit
       and other assets                      2,663     3,809     377          44     6,893
     -------------------------------------------------------------------------------------
     Total assets                         $ 48,354  $ 31,041  $9,457  $   31,758  $120,610
     =====================================================================================

     Current liabilities                  $  6,140  $  6,515  $  507  $      664  $ 13,826
     Notes payable and long-term
       liability                               980     2,295       -           -     3,275
     Accrued site closure costs              9,148    12,471       -           -    21,619
     -------------------------------------------------------------------------------------
     Total liabilities                    $ 16,268  $ 21,281  $  507  $      664  $ 38,720
     =====================================================================================
</TABLE>
--------------------------------------------------------------------------------


                                       14
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED  INFORMATION  (CONTINUED)

     Amounts  for  the three and six month periods ended June 30, 2004 and 2003,
     respectively,  are  as  follows:

<TABLE>
<CAPTION>
                                                       Three months ended June 30, 2004
                                             ---------------------------------------------------
                                              Montana    Florida   Black    Corporate
                                              Tunnels    Canyon     Fox     and Other    Total
                                             ---------  ---------  ------  -----------  --------
<S>                                          <C>        <C>        <C>     <C>          <C>
     Revenue from sale of minerals           $  6,525   $  6,580   $    -  $        -   $13,105
     -------------------------------------------------------------------------------------------
     Direct operating costs                     9,639      6,608        -           -    16,247
     Depreciation and amortization                601        652        -          29     1,282
     General and administrative expenses            -          -        -       1,508     1,508
     Share-based compensation                       -          -        -          72        72
     Accretion expense                             40        306        -           -       346
     Royalty expense                                -        164        -           -       164
     Exploration and business development           -          -        -         120       120
     -------------------------------------------------------------------------------------------
                                               10,280      7,730        -       1,729    19,739
     -------------------------------------------------------------------------------------------
     Operating (loss) income                   (3,755)    (1,150)       -      (1,729)   (6,634)
     Interest income                                -          -        -         103       103
     Interest expense                             (39)       (58)       -           -       (97)
     Foreign exchange (loss) gain and other         -          -        -        (300)     (300)
     -------------------------------------------------------------------------------------------
     Net (loss) income                       $ (3,794)  $ (1,208)  $    -  $   (1,926)  $(6,928)
     ===========================================================================================
     Investing activities
       Property, plant and equipment
         expenditures                        $    412   $  2,897   $4,242  $      233   $ 7,784
       Deferred stripping expenditures          3,834          -        -           -     3,834
</TABLE>
<TABLE>
<CAPTION>
                                                        Six months ended June 30, 2004
                                             ---------------------------------------------------
                                              Montana    Florida   Black    Corporate
                                              Tunnels    Canyon     Fox     and Other    Total
                                             ---------  ---------  ------  -----------  --------
<S>                                          <C>        <C>        <C>     <C>          <C>
     Revenue from sale of minerals           $ 18,149   $ 15,035   $    -  $        -   $33,184
     -------------------------------------------------------------------------------------------
     Direct operating costs                    19,839     13,559        -           -    33,398
     Depreciation and amortization              1,177      1,369        -          56     2,602
     General and administrative expenses            -          -        -       3,238     3,238
     Share-based compensation                       -          -        -          99        99
     Accretion expense                             81        610        -           -       691
     Royalty expense                                -        374        -           -       374
     Exploration and business development           -          -        -         259       259
     -------------------------------------------------------------------------------------------
                                               21,097     15,912        -       3,652    40,661
     -------------------------------------------------------------------------------------------
     Operating (loss) income                   (2,948)      (877)       -      (3,652)   (7,477)
     Interest income                                -          -        -         251       251
     Interest expense                             (83)      (124)       -           -      (207)
     Foreign exchange (loss) gain and other         -          -        -        (488)     (488)
     -------------------------------------------------------------------------------------------
     Net (loss) income                       $ (3,031)  $ (1,001)  $    -  $   (3,889)  $(7,921)
     ===========================================================================================
     Investing activities
       Property, plant and equipment
         expenditures                        $    762   $  3,596   $6,249  $      300   $10,907
       Deferred stripping expenditures          7,349          -        -           -     7,349
</TABLE>
--------------------------------------------------------------------------------


                                       15
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

9.   SEGMENTED  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>
                                                       Three months ended June 30, 2003
                                             ----------------------------------------------------
                                              Montana    Florida    Black    Corporate
                                              Tunnels    Canyon      Fox     and Other    Total
                                             ---------  ---------  -------  -----------  --------
<S>                                          <C>        <C>        <C>      <C>          <C>
     Revenue from sale of minerals           $  7,847   $  9,264   $    -   $        -   $17,111
     --------------------------------------------------------------------------------------------
     Direct operating costs                     7,165      7,865        -            -    15,030
     Depreciation and amortization                945        495        -           35     1,475
     General and administrative expenses           30          -        -          953       983
     Share-based compensation                       -          -        -           70        70
     Accretion expense                             79        241        -            -       320
     Royalty expense                                -        231        -            -       231
     Exploration and business development           -          -      871          179     1,050
     --------------------------------------------------------------------------------------------
                                                8,219      8,832      871        1,237    19,159
     --------------------------------------------------------------------------------------------
     Operating (loss) income                     (372)       432     (871)      (1,237)   (2,048)
     Interest income                                -          -        -            5         5
     Interest expense                             (26)       (89)       -          (53)     (168)
     Foreign exchange (loss) gain and other         -          -      362         (218)      144
     --------------------------------------------------------------------------------------------
     Net (loss) income                       $   (398)  $    343   $ (509)  $   (1,503)  $(2,067)
     ============================================================================================
     Investing activities
       Property, plant and equipment
         expenditures                        $    619   $    485   $    -   $       41   $ 1,145
       Deferred stripping expenditures            886          -        -            -       886
</TABLE>
<TABLE>
<CAPTION>
                                                         Six months ended June 30, 2003
                                             -----------------------------------------------------
                                              Montana    Florida    Black     Corporate
                                              Tunnels    Canyon      Fox      and Other    Total
                                             -----------------------------------------------------
<S>                                          <C>        <C>        <C>       <C>          <C>
     Revenue from sale of minerals           $  7,847   $ 18,080   $     -   $        -   $25,927
     ---------------------------------------------------------------------------------------------
     Direct operating costs                     7,165     13,507         -            -    20,672
     Depreciation and amortization                945      1,783         -           49     2,777
     General and administrative expenses           47          -         -        2,225     2,272
     Share-based compensation                       -          -         -          341       341
     Accretion expense                            157        483         -            -       640
     Royalty expense                                -        450         -            -       450
     Exploration and business development           -          -     1,638          362     2,000
     ---------------------------------------------------------------------------------------------
                                                8,314     16,223     1,638        2,977    29,152
     ---------------------------------------------------------------------------------------------
     Operating (loss) income                     (467)     1,857    (1,638)      (2,977)   (3,225)
     Interest income                                -          -         -           48        48
     Interest expense                             (80)      (184)        -          (53)     (317)
     Foreign exchange (loss) gain and other         -          -       363          292       655
     ---------------------------------------------------------------------------------------------
     Net (loss) income                       $   (547)  $  1,673   $(1,275)  $   (2,690)  $(2,839)
     =============================================================================================
     Investing activities
       Property, plant and equipment
         expenditures                        $    896   $  2,973   $   140   $      157   $ 4,166
       Deferred stripping expenditures          4,397          -         -            -     4,397
</TABLE>
--------------------------------------------------------------------------------


                                       16
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")

     The  Company  prepares  its consolidated financial statements in accordance
     with  accounting  principles  generally  accepted  in Canada. The following
     adjustments  and/or  additional  disclosures  would be required in order to
     present  the  financial  statements  in  accordance with U.S. GAAP and with
     practices  prescribed  by  the  United  States  Securities  and  Exchange
     Commission  for  the  three  and  six month periods ended June 30, 2004 and
     2003.

     Material  variances  between  financial statement items under Canadian GAAP
     and  the  amounts  determined  under  U.S.  GAAP  are  as  follows:

     CONSOLIDATED  BALANCE  SHEET
     JUNE  30,  2004

<TABLE>
<CAPTION>
                                           Property,     Deferred
                                           Plant and    Stripping    Accounts         Other      Share   Contributed
                                           Equipment        Costs     Payable   Liabilities    Capital       Surplus     Deficit
                                         -----------  -----------  ----------  ------------  ---------  ------------  ----------
<S>                                      <C>          <C>          <C>         <C>           <C>        <C>           <C>
     As at June 30, 2004
       Canadian GAAP                     $   47,252   $   31,382   $   5,313   $          -  $134,745   $      7,901  $ (59,909)
     Convertible debenture (a)                    -            -           -              -         -         20,675    (20,675)
     Gold hedge loss (c)                          -            -         (75)         2,192         -              -     (2,117)
     Impairment of property, plant and
       equipment and capitalized
       deferred stripping costs and
       change in depreciation and
       amortization (d)                      (5,246)      (8,472)          -              -         -              -    (13,718)
     Flow-through common
       shares (e)                                 -            -           -              -      (238)             -        238
     Black Fox development
       costs (f)                             (9,893)           -           -              -         -              -     (9,893)
     ---------------------------------------------------------------------------------------------------------------------------
     As at June 30, 2004
       U.S. GAAP                         $   32,113   $   22,910   $   5,238   $      2,192  $134,507   $     28,576  $(106,074)
     ===========================================================================================================================
</TABLE>
--------------------------------------------------------------------------------


                                       17
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     CONSOLIDATED  BALANCE  SHEET
     DECEMBER  31,  2003

<TABLE>
<CAPTION>
                                  Property,     Deferred
                                  Plant and    Stripping    Accounts         Other      Share   Contributed
                                  Equipment        Costs     Payable   Liabilities    Capital       Surplus    Deficit
                                -----------  -----------  ----------  ------------  ---------  ------------  ---------
<S>                             <C>          <C>          <C>         <C>           <C>        <C>           <C>
     As at December 31, 2003,
       Canadian GAAP            $   38,519   $   24,033   $   5,848   $          -  $120,624   $      7,172  $(46,137)

     Convertible debenture (a)           -            -           -              -         -         20,675   (20,675)
     Share-based
       compensation (b)                  -            -           -              -         -          4,343    (4,343)
     Gold hedge loss (c)                 -            -        (551)         5,911         -              -    (5,360)
     Impairment of property,
       plant and equipment,
       capitalized deferred
       stripping costs and
       change in depreciation
       and amortization (d)         (5,543)      (8,740)          -              -         -              -   (14,283)
     Flow-through common
       shares (e)                        -            -           -              -      (238)             -       238
     Black Fox development
       costs (f)                    (3,643)           -           -              -         -              -    (3,643)
     -----------------------------------------------------------------------------------------------------------------
     As at December 31, 2003,
       U.S. GAAP                $   29,333   $   15,293   $   5,297   $      5,911  $120,386   $     32,190  $(94,203)
     =================================================================================================================
</TABLE>
--------------------------------------------------------------------------------


                                       18
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     Under  U.S.  GAAP, the net loss and net loss per share would be adjusted as
     follows:

<TABLE>
<CAPTION>
                                                                  2004      2003
                                                              --------  --------
<S>                                                           <C>       <C>
     Net loss for the three month period ended June 30,
       based on Canadian GAAP                                 $(6,928)  $(2,067)
     Share-based compensation (b)                                   -      (318)
     Gold hedge gain (c)                                        1,431       302
     Impairment of property, plant and equipment and
       change in depreciation (d)                                 155         -
     Impairment of capitalized deferred stripping costs and
       change in amortization (d)                                 113         -
     Black Fox development costs (f)                           (4,255)        -
     -------------------------------------------------------  --------  --------
     Net loss for the period based on U.S. GAAP               $(9,484)  $(2,083)
     ===========================================================================
     Other comprehensive gain (loss)
       Unrealized gain on cash flow hedges                    $ 1,430   $     -
     ===========================================================================
     Comprehensive loss                                       $(8,054)  $(2,083)
     ===========================================================================
     Net loss per share - U.S. GAAP basic and diluted         $ (0.12)  $ (0.04)
     ===========================================================================
</TABLE>
<TABLE>
<CAPTION>
                                                                   2004      2003
                                                              ---------  --------
<S>                                                           <C>        <C>
     Net loss for the six month period ended June 30,
       based on Canadian GAAP                                 $ (7,921)  $(2,839)
     Cumulative effect of change in accounting policy (b)       (1,508)        -
     Share-based compensation (b)                                    -      (768)
     Gold hedge gain (c)                                         2,250     1,326
     Impairment of property, plant and equipment and
       change in depreciation (d)                                  297         -
     Impairment of capitalized deferred stripping costs and
       change in amortization (d)                                  268         -
     Black Fox development costs (f)                            (6,250)        -
     ----------------------------------------------------------------------------
     Net loss for the period based on U.S. GAAP               $(12,864)  $(2,281)
     ============================================================================
     Other comprehensive gain (loss)
       Unrealized gain on cash flow hedges                    $    993   $     -
     ============================================================================
     Comprehensive loss                                       $(11,871)  $(2,281)
     ============================================================================
     Net loss per share - U.S. GAAP basic and diluted         $  (0.17)  $ (0.05)
     ============================================================================
</TABLE>
--------------------------------------------------------------------------------


                                       19
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (a)  Convertible  debenture

          Under  Canadian  GAAP,  the  convertible  debenture was recorded as an
          equity  instrument  on  issuance  in  March  2002. Under U.S. GAAP, on
          issuance,  the  convertible  debenture  would  have been recorded as a
          liability  and  reclassified  to equity only upon conversion. Further,
          under  U.S. GAAP, the beneficial conversion feature represented by the
          excess  of  the  fair  value  of  the  shares and warrants issuable on
          conversion of the debenture, measured on the commitment date, over the
          amount  of  the  proceeds  to  be  allocated  to the common shares and
          warrants  upon  conversion, would be allocated to contributed surplus.
          This  results  in  a  discount  on the debenture that is recognized as
          additional  interest  expense  over  the term of the debenture and any
          unamortized  balance  is  expensed  immediately upon conversion of the
          debenture.  Accordingly,  for  U.S.  GAAP  purposes,  the  Company has
          recognized  a  beneficial  conversion  feature  and debenture issuance
          costs  of  $20,675,000  for the year ended December 31, 2002. Canadian
          GAAP  does  not  require  the recognition of any beneficial conversion
          feature.

     (b)  Stock-based  compensation

          Under  Canadian  GAAP,  effective January 1, 2004, the Company adopted
          the  amended  recommendations  of  CICA  Handbook Section 3870 (Note 2
          (a)).  Under U.S. GAAP, effective January 1, 2004, the Company adopted
          the  modified  prospective  method  of  accounting  for  stock-based
          compensation  recommended  in  SFAS  148,  Accounting  for Stock-Based
          Compensation  -  Transition  and  Disclosure  ("SFAS  148").  Prior to
          January  1, 2004, the Company measured its employee stock-based awards
          using  the intrinsic value method prescribed by APB No. 25, Accounting
          for  Stock  Issued  to Employees. As required by SFAS 148, the Company
          must  disclose the impact on net income and basic and diluted loss per
          share  as  if  the  fair  value  based  method had been applied in the
          comparative  period.

<TABLE>
<CAPTION>
                                                                  2004      2003
                                                              --------  --------
<S>                                                           <C>       <C>
          Net loss for the three month period ended
            June 30, as reported                              $(9,484)  $(2,083)
          Stock option expense as reported                         72       318
          Pro forma stock option expense                          (72)     (815)
          ----------------------------------------------------------------------
          Net loss - pro forma                                $(9,484)  $(2,580)
          ======================================================================

          Net loss per share, basic - for the three month
            period ended June 30                              $ (0.12)  $ (0.04)
          Stock option expense as reported                       0.00      0.01
          Pro forma stock option expense                        (0.00)    (0.02)
          ----------------------------------------------------------------------
          Net loss per share, basic - pro forma               $ (0.12)  $ (0.05)
          ======================================================================
</TABLE>
--------------------------------------------------------------------------------


                                       20
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (b)  Stock-based  compensation  (continued)

<TABLE>
<CAPTION>
                                                                  2004      2003
                                                             ---------  --------
<S>                                                          <C>        <C>
          Net loss for the six month period ended
            June 30, as reported                             $(12,864)  $(2,281)
          Stock option expense as reported                         99       768
          Pro forma stock option expense                          (99)   (1,769)
          ----------------------------------------------------------------------
          Net loss - pro forma                               $(12,864)  $(3,282)
          ======================================================================

          Net loss per share, basic - for the six month
            period ended June 30                             $  (0.17)  $ (0.05)
          Stock option expense as reported                       0.00      0.02
          Pro forma stock option expense                        (0.00)    (0.04)
          ----------------------------------------------------------------------
          Net loss per share, basic - pro forma              $  (0.17)  $ (0.07)
          ======================================================================
</TABLE>

     (c)  Gold  hedge  gain  (loss)

          Under  U.S.  GAAP,  the  Company's  put  and call option contracts are
          designated  as  cash flow hedges. To the extent they provide effective
          offset,  changes  in  fair  value  arising  from  these  derivative
          instruments are deferred in other comprehensive loss and recognized in
          the  consolidated  statement of operations when the hedged transaction
          has  occurred.  The ineffective portion of the change in fair value of
          the contracts is recorded in the consolidated statement of operations.
          Prior  to  January  1,  2004,  the  Company  had  not designated these
          contracts as hedges and all changes in fair value during prior periods
          was  recorded  in  the  consolidated  statement  of  operations.

     (d)  Impairment  of  property, plant and equipment and capitalized deferred
          stripping  costs

          Under Canadian GAAP, write-downs for impairment of property, plant and
          equipment  and  capitalized  deferred  stripping  costs are determined
          using  current  proven  and  probable  reserves  and mineral resources
          expected  to  be  converted  into  mineral  reserves. Under U.S. GAAP,
          write-downs are determined using current proven and probable reserves.
          Accordingly,  for U.S. GAAP purposes, an impairment of property, plant
          and  equipment  and  capitalized  deferred  stripping  costs  and  an
          adjustment  to  the  related depreciation and amortization expense has
          been  recorded.
--------------------------------------------------------------------------------


                                       21
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (e)  Flow-through  common  shares

          Under Canadian income tax legislation, a company is permitted to issue
          shares whereby the company agrees to incur qualifying expenditures and
          renounce  the  related  income  tax  deductions  to the investors. The
          Company  has  accounted for the issue of flow-through shares using the
          deferral  method  in  accordance  with  Canadian  GAAP. At the time of
          issue,  the  funds  received  are  recorded as share capital. For U.S.
          GAAP,  the  premium  paid in excess of the market value of $238,000 is
          credited to other liabilities and included in income as the qualifying
          expenditures  are  made.

     (f)  Black  Fox  Project

          Under Canadian GAAP, mining development costs at the Black Fox Project
          have  been  capitalized.  Under  U.S.  GAAP,  these  expenditures  are
          expensed as incurred. Accordingly, for U.S. GAAP purposes, a reduction
          in property, plant and equipment of $9,893,000 has been recorded as at
          June  30,  2004.

     (g)  Statement  of  cash  flows

          Under  Canadian  GAAP,  expenditures  incurred  for deferred stripping
          costs  are  included  in  cash  flows from investing activities in the
          consolidated  statement  of  cash  flows.  Under  U.S.  GAAP,  these
          expenditures  are  included  in  cash flows from operating activities.
          Accordingly, under U.S. GAAP, the consolidated statement of cash flows
          for the six month periods ended June 30, 2004 and 2003 would reflect a
          reduction  in  cash utilized in investing activities of $7,349,000 and
          $4,397,000,  respectively,  and  a  corresponding  increase  in  cash
          utilized  in  operating  activities.

     (h)  Comprehensive  income

          Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,
          Reporting Comprehensive Income ("SFAS 130"), establishes standards for
          the  reporting  and display of comprehensive income and its components
          in  a  full  set  of  general  purpose  financial statements. SFAS 130
          requires  that  all  items  that  are  required to be recognized under
          accounting standards as components of comprehensive income be reported
          in  a  financial  statement.  For  the Company, the only components of
          comprehensive  loss  are the net loss for the period and the change in
          fair  value  of the effective portion of the cash flow hedges (Note 10
          (c)).
--------------------------------------------------------------------------------


                                       22
<PAGE>
APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 2004
(STATED IN UNITED STATES DOLLARS; TABULAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
--------------------------------------------------------------------------------

10.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

     (i)  Recently  issued  accounting  pronouncements

          In  March  2004,  the  Emerging  Issues  Task  Force issued EITF 04-2,
          Whether  Mineral  Rights  are  Tangible  or  Intangible  Assets ("EITF
          04-2").  The  Task  Force  reached a consensus that mineral rights are
          tangible  assets.  In  April 2004, the FASB issued proposed FASB Staff
          Positions  ("FSPs")  FAS  141-1  and  FAS  142-1,  Interaction of FASB
          Statements  No.  141, Business Combinations ("SFAS 141"), and No. 142,
          Goodwill  and Other Intangible Assets ("SFAS 142"), and EITF Issue No.
          04-2,  Whether  Mineral  Rights are Tangible or Intangible Assets. The
          proposed FSPs amend SFAS 141 and 142 to conform them to the Task Force
          consensus.  The  FSPs  are  effective  for  the first reporting period
          beginning  after  April 29, 2004. The Company does not anticipate that
          the  adoption  of  EITF  04-2  and  FSPs  141-1  and 142-1 will have a
          material  effect  on  the  Company's  results of operations, financial
          position  or  disclosures.

          In  March  2004, the EITF issued EITF 04-3, Mining Assets:  Impairment
          and  Business  Combinations.  EITF  04-3  requires mining companies to
          consider  cash  flows  related  to the economic value of mining assets
          (including  mineral properties and rights) beyond those assets' proven
          and  probable  reserves,  as  well  as  anticipated  market  price
          fluctuations,  when  assigning  value  in  a  business  combination in
          accordance  with  SFAS  141  and  when  testing  the mining assets for
          impairment in accordance with SFAS 144. The consensus is effective for
          fiscal  periods  beginning  after  March  31,  2004.
--------------------------------------------------------------------------------


                                       23
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

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 accounting principles generally
accepted  in  Canada.  For  a  reconciliation to accounting principles generally
accepted  in  the  United  States,  see  Note  10  to  the attached consolidated
financial  statements.

In  this  Form  10-Q,  the terms "total cash cost" and "cash operating cost" are
used  on  a  per ounce of gold basis. Total cash cost per ounce is equivalent to
mining operations expense for the period as found on the Consolidated Statements
of  Operations,  divided by the number of ounces of gold sold during the period.
Cash operating cost per ounce is equivalent to mining operations expense for the
period  less production royalties and production taxes, divided by the number of
ounces  of  gold  sold  during  the  period.

<TABLE>
<CAPTION>
RECONCILIATION OF
CASH OPERATING AND TOTAL PRODUCTION COSTS PER OUNCE     Three months ended June 30,     Six months ended June 30,
($IN THOUSANDS)                                       ------------------------------  -----------------------------
                                                          2004            2003            2004            2003
                                                      -------------  ---------------  -------------  --------------
<S>                                                   <C>            <C>              <C>            <C>
Gold Ounces Sold                                             24,345           39,852         57,515          64,909

Direct Operating Costs                                       16,247           15,030         33,398          20,672

Less:          Mining Taxes                                     283              107            665             319
               By-Product Credits                             4,439            3,301         11,809           3,364

Cash Operating Cost                                          11,525           11,622         20,924          16,989

               Cash Operating Cost per Ounce          $         474  $           290  $         364  $          261

Cash Operating Cost                                          11,525           11,622         20,924          16,989

Add:           Mining Taxes                                     283              107            665             319
               Royalty Expense                                  164              231            374             450

Total Cash Operating Costs                                                    11,960         21,963          17,758

               Total Cash Operating Cost per Ounce    $         492  $           299  $         382  $          273

Total Cash Operating Costs                                   11,972           11,960         21,963          17,758

Add:           Depreciation & Amortization                    1,254            2,012          2,547           3,778
               (operations only)

Total Production Costs                                       13,226           13,972         24,510          21,536

               Total Production Cost per Ounce        $         543  $           352  $         426  $          333
</TABLE>

We  have included total cash cost and cash operating cost information to provide
investors with information about the cost structure of our mining operations. We
use  this information for the same purpose and for monitoring the performance of
our operations. This information differs from measures of performance determined
in  accordance  with  GAAP  in  Canada  and  the United States and should not be
considered  in isolation or as 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.

The  following  presents  a discussion of the financial condition and results of
operations  of  the Company for the three and six months ended June 30, 2004 and
2003.

BACKGROUND

We  are  principally engaged in the exploration, development and mining of gold.
We  have  focused our efforts to date on two principal operating properties: our
Montana  Tunnels  and  Florida  Canyon  Mines.

The  Florida  Canyon  Mine  is  a  low  grade  heap  leach  gold  mine  located
approximately 42 miles southwest of Winnemucca, Nevada.  On average, the Florida
Canyon  Mine has produced approximately 125,000 ounces of gold and approximately
80,000  ounces  of  silver  annually  since  1985.

We  also  own  and  operate  the  Montana Tunnels Mine, an open pit located near
Helena, Montana.  When in full production, over the last five years, the Montana
Tunnels  Mine  has  historically  produced  approximately 78,000 ounces of gold,
26,000 tons of zinc, 8,700 tons of lead and 1,200,000 ounces of silver annually.
The  Montana Tunnels Mine was idle for approximately three months in 2003, while
we  made  preparations  to begin the removal of waste rock at the Mine.  Limited
production  resumed in April 2003.  In October of 2003, a second waste stripping
project  ("Phase  II")  known  as  the  L-Pit  project was initiated, and we are
currently  pre-stripping  approximately  25 million tons of waste from the south
and  west  high  walls  of  the  open  pit  after  which the L-Pit should add an
additional  three  to  four  years  to  the  mine  life.


                                       24
<PAGE>
Our  mine  development  activities  involve  our  Black Fox property, located in
Ontario,  Canada  and  our Standard Mine property.  During 2003, we acquired and
incorporated  into the Standard Mine property additional adjacent land positions
in  Buffalo  Canyon.  Our exploration activities involve our Pirate Gold, Nugget
Field and Diamond Hill properties along with our recently acquired claims staked
and land acquired at the Willow Creek property (which is located in the vicinity
of  the  Florida  Canyon  operation).

OVERVIEW

Production  was  substantially  reduced  and production costs were substantially
increased  during the third quarter, resulting primarily from lower grade ore at
both  Montana Tunnels and Florida Canyon.  At Montana Tunnels, we are completing
a  25 million ton stripping program, which we expect to finish late in the third
quarter.  During  the  second  quarter, we mined lower grade ore, or mineralized
material,  from the outer limits of the pit wall, much of which was not included
in  our  ore  reserves.  We expect to begin mining from our higher grade reserve
ore in the fourth quarter.  At Florida Canyon, we changed our mining sequence in
the  second quarter due to safety concerns at one of the pits.  This resulted in
our  mining  lower  grade  ore  than  we  had  anticipated.  In addition, we are
experiencing  longer  leach  times  as the pad reaches its maximum height of 300
feet.

During  the  quarter, we continued development of the Standard mine, expected to
commence production in the fourth quarter, and development drilling at the Black
Fox  project, as well as commenced initial activities at Huizopa. As a result of
our  lower  production,  higher production costs and development costs, our cash
and  cash  equivalent  balances were reduced from approximately $31.7 million at
March  31,  2004,  to  $12.5  million  at  June  30,  2004,  and subsequently to
approximately  $5.4  million  at  July  31,  2004.

We  have  previously announced that our available cash is not sufficient for the
remainder  of  2004,  without curtailment of some of our capital activities.  We
are  engaged  in  advanced  discussions  regarding  various  external  financing
transactions.  If  we  are  unable  to raise approximately $10 to $15 million on
acceptable  terms,  we  plan to focus our efforts on completing the stripping at
Montana  Tunnels  and  the  development  of the Standard Mine.  Depending on our
available  cash,  we could defer further mining at our Florida Canyon operation,
while  generating  cash  by  recovering  gold from the leach pad.  We also would
defer  most  expenditures  at  Black  Fox  and  Huizopa.


RECENT  DEVELOPMENTS

In the first six months of 2004, we focused our development efforts on our Black
Fox  and  Standard  Mine  properties.  The Black Fox Property is located east of
Timmins,  Ontario,  and was acquired in September 2002.  We currently anticipate
that  the  development  and  commercialization  of  our  Black Fox Property will
require  three  phases.  The first phase commenced in early 2003, and involved a
drilling  program  to  test the open pit potential and core drilling of 297 core
holes  from  100  to  500 meters in depth.  As a result of the core drilling, we
have  identified  proven  and  probable  reserves  at  the  Black  Fox Property.

Upon  completion  of the first phase, we began the second phase of our Black Fox
Project  development  in February 2004.  The second phase was the development of
an  underground  access  for  further exploratory drilling.  An underground ramp
from  the  existing  structures  was developed of 152 meters in length and a 920
meter  drift  was  completed  in  June  2004.  Currently


                                       25
<PAGE>
there  are  four  underground  electric drills working from this drift and as of
June 30, 2004, 17,000 meters of core has been drilled from 101 holes.

In  addition to the underground work mentioned above, this year 80 surface holes
drilled  35,000  meters.  To  date  a  total  of  374 surface holes have yielded
approximately  118,000  meters  of  core.

We  plan to produce a "bankable" feasibility study for the continued development
and  production  of  this  project  in  the  first  quarter  2005.

The  permitting process, part of the third phase of the Black Fox project, began
in  2004  and it is anticipated that this process will require approximately two
years,  based  on  a  plan  for  a  combined open pit and underground mine, with
on-site  milling,  at  a  capacity of approximately 1,500 metric tons of ore per
day.  The  third  phase  would  include  construction of the mine and processing
facilities.

During  the  first  six  months  at  the  Standard Mine we have made significant
progress.  Final  permitting  was  received  on  May  5,  2004  and construction
commenced  immediately. By the end of the second quarter, the solution and storm
event  ponds  were  completed  except  for  the  perimeter  berms and collection
ditches. All primary grading on the leach pad was completed and surface grooming
is in progress for liner installation which commenced in mid-July, 2004. We have
continued  exploration  drilling  at  the  Standard  Mine  and  have  drilled
approximately  174  holes  in  2004.

The  Buffalo Canyon portion of our Standard Mine property is located immediately
south of and contiguous to the pre-existing Standard Mine property.  We acquired
Buffalo  Canyon in 2003 and completed our Phase I drilling in December 2003.  We
believe  that  the northern portion of Buffalo Canyon has the highest potential,
and  plan  to conduct further follow-up drilling in late 2004.  The second phase
of  drilling has been completed at Buffalo Canyon.  This drilling is intended to
help determine the orientation and thickness of sporadic high-grade veins within
the  system  trending  in  a  southward  direction.

During  2004  drilling  has continued in the South Pit area of the Standard mine
property.  At  the  Star  deposit  our  drilling  databases will be updated with
reserve  calculations  in  the  second  half  of  2004.

In  April  of  2004,  Apollo  announced  an earn-in joint venture agreement with
Argonaut  Mines  LLC  of Reno, Nevada.  Under this agreement, we can earn an
interest  in  the Huizopa exploration project, contained in an area of 22 square
kilometers  near  the  Chihuahua  border  with  the  state  of  Sonora,  Mexico,
approximately  146  miles  due  east  of  the city of Hermosillo and between the
advanced  stage multi-million ounce gold/silver deposits of Mulatos and Dolores.

Apollo's  initial  earn-in cost was $125,000 plus 48,978 common shares of Apollo
Gold Corporation stock.  The agreement also includes a commitment to expend $3.0
million  for  exploration  over  a  four  year  period  and $2.2 million in land
payments  over  this same time frame.  Once complete, Apollo will own 51% of the
project.

The  table below summarizes our production for gold, silver and other metals, as
well  as  average  metals  prices,  for  each  period  indicated:


                                       26
<PAGE>
<TABLE>
<CAPTION>
APOLLO GOLD CORPORATION
PRODUCTION & METALS PRICE AVERAGES

                                                    YEARS
                                 2004         2003         2002         2001
                              -----------  -----------  -----------  -----------
                                JUNE 04
                              -----------
<S>                           <C>          <C>          <C>          <C>
Gold (Ounces)                      57,515      145,935      148,173      192,887
Silver (Ounces)                   380,883      471,241      275,925      963,050
Lead (Pounds)                   4,867,228   10,843,184    5,481,230   13,759,579
Zinc (Pounds)                  15,014,586   21,792,452   15,328,392   40,158,321

AVERAGE METAL PRICES:
Gold - London Bullion         $       401  $       364  $       310  $       271
Mkt. ($/ounce)
Silver - London Bullion       $      6.47  $      4.88  $      4.59  $      4.37
Mkt. ($/ounce)
Lead - LME ($/pound)          $      0.39  $      0.23  $      0.20  $      0.22
Zinc - LME ($/pound)          $      0.50  $      0.38  $      0.35  $      0.40
</TABLE>
Note: Includes the operations of Nevoro Gold Corporation and its wholly-owned
subsidiary Apollo Gold Inc., prior to June 25, 2002.

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

Our  revenues  for the three months ended June 30, 2004 were approximately $13.1
million  derived primarily from the sale of 24,345 ounces of gold. This compares
to  approximately $17.1 million derived primarily from the sale of 39,852 ounces
of  gold  for  the same period in 2003.  The average price received for gold for
the  second  quarter of 2004 and 2003 was $356 and $347 per ounce, respectively.
Our  revenues for silver, zinc and lead for the three months ended June 30, 2004
were  $4.4  million  compared to $3.3 million during the same period 2003.  Gold
revenues  decreased as production ounces fell short of projections due primarily
to  the  processing of lower grade ores at both operations.  Base metal revenues
increased  as  a result of higher metal prices partly offset by lower production
levels.

Sales  of  minerals  from  our  Florida  Canyon  Mine accounted for 50.2% of our
revenues  for  the three months ended June 30, 2004, with the remaining 49.8% of
revenues  derived  from sales of minerals from our Montana Tunnels Mine.  In the
three  months  ended June 30, 2004, we received approximately 66% of our revenue
from  sales  of gold and 34% from sales of silver, zinc and lead compared to 81%
from  the  sales of gold and 19% from the sales of silver, zinc and lead for the
same  period  in  2003.  This  change  is  due  primarily  to  higher base metal
production  and  prices  in  the  2004  period.

Total  cash  costs  for the quarter were $492 per ounce compared to $299 for the
quarter  ended  June  30,  2003.  The  second  quarter  of 2004 was a transition
quarter for the Company.  Lower ore grades were processed at the Montana Tunnels
operation  as  well  as  at  Florida  Canyon.  At  Montana  Tunnels,  ores  or
"mineralized  materials"  were  mined and processed from the outer limits of the
pit  wall  and  much of it was not included in the ore reserves.  The ore grades
were  lower  than  our  reserve grades, but high enough to more than pay for the
processing  costs.  At  Florida Canyon, production from the "Switchback Pit" has
been  delayed  for  safety  reasons.  This ore was what was expected to be mined
currently however an updated mine plan design shows the reserve being mined from
the  "Upper  Switchback  Pit"  next  year


                                       27
<PAGE>
Montana  Tunnels
----------------

During the three months ended June 30, 2004, total tonnage moved was 8.9 million
tons  of  which  7.5 million tons of waste was removed from the west side of the
pit  at  Montana  Tunnels.  Revenues at Montana Tunnels were $6.5 million.  Gold
production  for  the  quarter  was  5,903 ounces, less than expected as the gold
grades  processed  during  quarter  were  much less than expected.  Higher metal
prices  (gold,  silver,  lead  and  zinc)  could  not  offset  the  shortfall in
production.  The  second  quarter  of  2004 is a "transition" period for Montana
Tunnels  with mining concentrating on the capitalized stripping process, meaning
that  mineralized  materials  not  included  in  our ore reserves were processed
through  our  mill.  For  the  quarter the gold ore grades of these  mineralized
materials  were  less  than  expected  but  high  enough to economically run the
processing  facility.  Mill  modifications have been completed during the second
quarter  to add throughput to help alleviate this metal shortfall.  However, the
mine  will  continue  into  a  "transition"  period  until the main reserves are
reached  later  this  year  (projected  in  the  fourth  quarter  of  the year).

Following are the key statistics for the Montana Tunnels operation for the three
months  ended  June  30,  2004  and  2003.

<TABLE>
<CAPTION>
                                                        2004           2003
                                                    THREE MONTHS   THREE MONTHS
<S>                                                 <C>            <C>
Tons Mined                                              8,856,053      4,371,420
Tons Milled                                             1,157,512      1,179,408

Production:
Gold Ounces                                                 5,903         13,118
Silver Ounces                                             224,911        129,523
Lead Pounds                                             1,723,835      3,407,222
Zinc Pounds                                             5,974,314      5,563,276

Total Revenue (US $ millions)                       $         6.5  $         7.8
Capital Expenditures    (US $ millions)             $         4.2  $         1.5
</TABLE>

Total  cash costs for the quarter were $899 per ounce compared to $343 per ounce
for  the second quarter of 2003.  Total production costs were $1,001 compared to
$379  for  the  same  period  of  2003.  As  stated,  the  second  quarter was a
transition  quarter  for the mine as we work through the mineralized material in
the  outer  fringes of the reserve.  These materials are of lower grade than the
reserves,  but  have  enough  mineralization to more than pay for the processing
costs.

Florida  Canyon
---------------

At  Florida Canyon, we produced 18,442 ounces of gold for the three months ended
June  30, 2004 as compared to 26,733 ounces of gold for the same period in 2003.
This  lower  production  was a direct result of lower ore grades being processed
and  a  longer recovery time due to the leach pad reaching its maximum height of
300  feet.

The  following  are  key  operating  statistics  at Florida Canyon for the three
months  ended  June  30,  2004  compared  to  the  same  period  June  30, 2003:


                                       28
<PAGE>
<TABLE>
<CAPTION>
                                      2004           2003
                                  THREE MONTHS   THREE MONTHS
<S>                               <C>            <C>
Tons Mined                            6,477,132      5,029,696
Ore tons to Leach Pad                 2,090,826      2,526,659
Gold Production                          18,442         26,733
Silver Production                        17,160         13,477

Total Revenue ($US millions)      $         6.6  $         9.3

Capital Expenditures:
   Florida Canyon                 $         0.2  $         0.3
   Standard Mine                  $         2.8  $         0.1
</TABLE>

Total  cash costs for the quarter were $361 per ounce compared to $275 per ounce
for the same period of 2003.  Total production costs were $397 per ounce for the
current  quarter compared to $326 per ounce for the second quarter of 2003.  The
leach  pad at Florida is reaching is maximum height of 300 feet.  The leach time
is  slowing  as  this  height is reached, which reduces production.  The mine is
experiencing  lower  ore  grades due to a rescheduling of the mining plan.  This
rescheduling  was  done for safety reasons at the Switchback pit.  This pit will
be  mined  next  year  from  a  higher  elevation.

We  commenced  construction at the Standard Mine in the second quarter 2004. The
mine  is  expected  to  be  completed  during  the  third  quarter  and  produce
approximately  10,000  ounces  in  the fourth quarter of this year. Construction
costs  are  on schedule and within budget. Total expenditures are expected to be
approximately  $9.5  million.  This  total will include the reclamation bonding,
development drilling, construction costs and internal management allocations. We
will  operate  this mine as a satellite of the Florida Canyon Mine. We currently
project  production  rates  of approximately 100,000 ounces of gold on an annual
basis  for  the  combined  operation.

General
-------

Our direct operating costs equaled approximately $16.2 million and $15.0 million
for  the three months ended June 30, 2004 and 2003, respectively.  These amounts
include mining and processing costs from both mines as Montana Tunnels commenced
production  in  April  2003.  We  incurred  depreciation  and  amortization
expenses  of  approximately  $1.3 million  for  the  three months ended June 30,
2004  as  compared  to  $1.5  million  for  the  same  period  2003.

We  incurred  approximately  $1.5  million and $1.0 million for the three months
ended  June  30,  2004  and  2003,  respectively,  in general and administrative
expenses.  As  of  January 2004 the Company has 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.  As  a  result, we
incurred  share-based  compensation  of  approximately  $0.1 million in 2004 and
2003,  respectively.

Our  expenses  for  exploration  and  development,  consisting of  drilling  and
related  expenses  at  our  exploration  properties,  totaled  approximately
$0.1  million  and  $1.1  million  for  the three months ended June 30, 2004 and
2003,  respectively.  The  reduction  in  expenditures  is  due  to


                                       29
<PAGE>
2003  expenditures  on  the Black Fox and Standard Mines being expensed, whereas
currently  these  projects  are classified as development projects and therefore
their  expenditures  are  capitalized  for  accounting  purposes.

As  a  result  of  these  expense  components,  our  operating  expenses totaled
approximately $19.7 million for the three months ended June 2004, as compared to
approximately  $19.2  million  for  the  same  period  in  2003.

We  realized  interest  income  of  approximately  $0.1 million during the three
months  ended June 30, 2004.  We incurred interest expense of approximately $0.1
million  in  the same period, primarily for equipment leases. We realized $5,000
in  interest  income  but  incurred  net  interest expense of approximately $0.2
million  during  the comparable period in 2003.  The interest income increase is
due  to the investment of the equity funds that were raised in the fall of 2003.
Interest  expense  is  going down due to the equipment lease accounts being paid
down.

We  recognized foreign exchange losses of approximately $0.3 million and foreign
exchange  gains of approximately $0.1 million during the three months ended June
30,  2004  and  2003, respectively, from cash balances held in Canadian dollars.
We  utilize  United  States  dollars  as  our functional and reporting currency.

Based  on  these  factors,  we  incurred a loss of approximately $6.9 million or
$0.09  per share for the three months ended June 30, 2004, as compared to a loss
of  approximately  $2.1  million  or $0.04 per share, for the three months ended
June  30,  2003.

SIX  MONTHS  ENDED  JUNE  30,  2004  COMPARED  TO SIX MONTHS ENDED JUNE 30, 2003

Our  revenues  for  the  six months ended June 30, 2004 were approximately $33.2
million  derived primarily from the sale of 57,515 ounces of gold. This compares
to  approximately $25.9 million derived primarily from the sale of 64,909 ounces
of  gold  for  the same period in 2003.  The average price realized for gold for
the first six months of 2004 and 2003 was $372 and $348 per ounce, respectively.
These amounts are lower than the spot price for both periods because the Company
has  been  delivering gold ounces into the hedge book entered into in 2002.  The
revenues  from silver, zinc and lead, included in the above revenue numbers, for
the  six  months ended June 30, 2004 were $11.8 million compared to $3.4 million
during  the  same period 2003.  The growth in revenue results primarily from six
months production from Montana Tunnels in 2004 compared to three months in 2003.
Total  cash  costs for the period were $382 per ounce and total production costs
were $426 per ounce.  This compares with a total cash cost of $273 per ounce and
a  total production cost of $333 per ounce for the first six months of 2003.   A
higher  gold  price in the 2004 period was offset by higher production costs and
lower  gold  production  for the six months ended June 30, 2004.  The lower gold
production and higher costs result primarily from processing lower ore grades
at  both  mines  during  the  second  quarter.

Sales  of  minerals  from  our  Montana  Tunnels Mine accounted for 54.7% of our
revenues  for  the  six  months ended June 30, 2004, with the remaining 45.3% of
revenues  derived  from  sales of minerals from our Florida Canyon Mine.  In the
six  months  ended  June  30, 2004, we received approximately 64% of our revenue
from  sales  of gold and 36% from sales of silver, zinc and lead compared to 87%
from  the  sales of gold and 13% from the sales of silver, zinc and lead for the
same  period  in  2003.  This  change  is  due  primarily  to  higher base metal
production  and  prices  in  the  2004  period.


                                       30
<PAGE>
Montana  Tunnels
----------------

During  the  first six months of 2004, 14.9 million tons of waste was removed at
Montana  Tunnels.  This  is in addition to the 6.5 million tons of waste removed
in  the fourth quarter of 2003, bringing the Phase II total to 21.4 million tons
removed.  Revenues  at  Montana  Tunnels are  behind our projections as the gold
ore  grades  in  the  mineralized  materials  that  we are milling are less than
expected.  In  addition  the  coarse  ore  handling  system continues to plug up
leading  to  lower mill throughputs. Mill throughput per day has improved during
the  second  quarter  2004  as modifications have been completed to the crushing
circuit.

Following are the key statistics for the Montana Tunnels operation for the first
six  months  of 2004.  Information for the first six months of 2003 only include
production  from  April  2003  when  commercial  production  commenced.

<TABLE>
<CAPTION>
                                                           2004         2003
                                                        SIX MONTHS    SIX MONTHS
<S>                                                     <C>          <C>
  Tons Mined                                             17,788,333   10,815,510
  Tons Milled                                             2,266,101    1,179,408

  Production:
  Gold Ounces                                                16,686       13,118
  Silver Ounces                                             343,669      129,523
  Lead Pounds                                             4,867,228    3,407,222
  Zinc Pounds                                            15,014,586    5,563,276

  Total Revenue (US $millions)                          $      18.1  $       7.8
  Capital Expenditures   (US $millions)                 $       8.5  $       5.3
</TABLE>

For  the six months ended June 30, 2004 total cash costs at Montana Tunnels were
$496  per  ounce  and  total  production  costs were $566 per ounce. These costs
compare  to  a  total cash cost of $297 per ounce and a total production cost of
$399  for  the  same period ended in 2003. However for the first three months of
2003,  Montana  Tunnels  was  in development and there were no commercial ounces
produced.  The higher cash costs are a direct reflection of the lower ore grades
processed  during  the  second  quarter of 2004. These ores or non-reserve grade
materials  were  mined  and  processed from the outer limits of the pit wall and
much  of  it was not included in the ore reserves. The ore grades processed were
lower  than  our  reserve  grades,  but  high  enough  to  more than pay for the
processing,  transport  and  smelting  costs.

Florida  Canyon
---------------

At  Florida  Canyon,  we produced 40,829 ounces of gold for the six months ended
June  30, 2004 as compared to 51,790 ounces of gold for the same period in 2003.
This  lower  production was a direct result of lower ore grades (due to a change
in mining plans) and longer recovery time (the leach pad is reaching its maximum
height  of  300  feet).

Following  are  key  operating  statistics  at  Florida Canyon for the first six
months  of  2004  compared  to  the  same  period  of  2003:


                                       31
<PAGE>
<TABLE>
<CAPTION>
                                                2004         2003
                                             SIX MONTHS   SIX MONTHS
<S>                                          <C>          <C>
Total Tons Mined                              12,866,814   10,319,328

Ore to Leach Pad
                                               3,699,964    4,817,295
Gold Production                                   40,829       51,790
Silver Production                                 37,215       27,240

Total Revenue ($US millions)                 $      15.0  $      18.1

Capital Expenditures:
        Florida Canyon                       $       0.4  $       2.6
        Standard Mine                        $       3.3  $       0.4
</TABLE>

For  the six months ended June 30, 2004 total cash costs were $335 per ounce and
total production costs were $369 per ounce.  These costs compare to a total cash
cost  of  $267  per  ounce and a total production cost of $316 per ounce for the
same  period  ending June 30, 2003.  The higher per ounce costs are due to lower
production  rates experienced in the first half of 2004 due to the processing of
lower  grade  ores  and  longer  leach  times.

We  commenced  construction  at  the  Standard Mine during the second quarter of
2004. This mine will be operated in conjunction with the Florida Canyon Mine. We
currently project production sales of approximately 100,000 ounces of gold on an
annual  basis  for  the  combined  operation.

Financial  Performance
----------------------

Based  on  gold  reserves we expect the Montana Tunnels Mine, the Florida Canyon
Mine  and  the  Standard  Mine,  collectively,  to produce approximately 128,000
ounces  of  gold  in  2004.

Our  direct  operating  expense  was $33.4 million and $20.7 million for the six
months ended June 30, 2004 and 2003, respectively.  These amounts include mining
and  processing  costs.  The  lower  direct  operating costs in 2003 reflect the
operating  costs at the Florida Canyon Mine and three  months at Montana Tunnels
as  it  was  in  development  for  the first three months of 2003.  We  incurred
depreciation  and  amortization  expenses  of  approximately  $2.6  million  for
the  six  months  ended  June  30, 2004 as compared to $2.8 million for the 2003
period.

We incurred approximately $3.2 million and $2.3 million for the six months ended
June 30, 2004 and 2003, respectively, in general and administrative expenses. As
of  January 2004 the Company has 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.  As  a  result,  we  incurred  share-based
compensation  of  approximately  $0.1  million for the first six months ended in
June  30, 2004 compared to $0.3 million in the same period of 2003. We also show
the  cumulative  effect  on  opening  deficit  of the change for the share based
compensation  in  2003  of approximately $5.9 million. This cumulative effect of
the  change  in  share-based  compensation  includes  the original stock options
issued  upon  the amalgamation of the Company with International Pursuit as well
as  our  employee  stock  option  incentive  plan.


                                       32
<PAGE>
Our  expenses  for  exploration  and  development,  consisting of  drilling  and
related  expenses  at  our  exploration  properties,  totaled  approximately
$0.3  million  and $2.0 million for the six months ended June 30, 2004 and 2003,
respectively.  The  reduction in expenditures is due to 2003 expenditures on the
Black  Fox  and  Standard Mines being expensed, whereas currently these projects
are  classified  as  development  projects  and therefore their expenditures are
capitalized  for  accounting  purposes.

As  a  result  of  these  expense  components,  our  operating  expenses totaled
approximately  $40.7  million for the six months ended June 2004, as compared to
approximately  $29.2  million  for  the  same  period in 2003. The difference is
primarily attributable to the addition of Montana Tunnels operating expenses for
the  full  six  months  of  2004  compared  to  three months in the 2003 period.

We  realized interest income of approximately $0.3 million during the six months
ended  June 30, 2004. We incurred interest expense of approximately $0.2 million
in  the  same  period,  primarily  for  equipment leases. We realized $48,000 in
interest  income but incurred net interest expense of approximately $0.3 million
during  the  comparable  period in 2003.  The interest income increase is due to
the  investment  of  the  equity  funds that were raised in the third quarter of
2003.  Interest  expense  is  reduced  due to the equipment lease accounts being
paid  down.

We  recognized foreign exchange losses of approximately $0.5 million and foreign
exchange  gains  of  approximately $0.7 million during the six months ended June
30,  2004  and  2003, respectively, from cash balances held in Canadian dollars.
We  utilize  United  States  dollars  as  our functional and reporting currency.

Based  on  these  factors,  we  incurred a loss of approximately $7.9 million or
$0.10 per share for the six months ended June 30, 2004, as compared to a loss of
approximately $2.8 million or $0.06 per share, for the six months ended June 30,
2003.

FINANCIAL  CONDITION  AND  LIQUIDITY:
-------------------------------------

At June 30, 2004 we had cash and cash equivalent balances of approximately $12.5
million  as  compared  to  approximately  $31.7 million at December 31, 2003 and
March  31,  2003.

Operating  activities used $6.0 million of cash during the six months ended June
30,  2004.  Net  cash  used  by  operating  activities  was  impacted  by higher
operating  and  administrative  charges during the first six months of 2004 when
compared  to  2003.  These charges included higher fixed costs at the mine sites
and  miscellaneous  costs  at  the  corporate  office.

Investing activities used $21.6 million of cash during the six months ended June
30,  2004.  The  significant  increase  in  the amount of cash used in investing
activities  was  primarily  due  to  increased  spending  on property, plant and
equipment  relating  to  the  development  at  the  Standard  Mine and Black Fox
Project.  The  Company  also  increased its investment in short term investments
during  the  quarter  by  $1.6  million.  These  short term investments are cash
equivalents  that  are  invested  in  terms  longer  than  90  days.

Financing  activities  for  the  six  months  ended  June  30, 2004 included the
exercise  of  warrants  and options in the amount of $8.9 million.  On March 21,
2004,  the  original  Apollo  Gold  Corporation  warrants  expired.


                                       33
<PAGE>
We  believe  our cash requirements for the development of the Black Fox Mine and
the  Standard  Mine  will  be  approximately  $60.0  million.  We  expect  these
expenditures  to  be  funded  through  a combination of cash on hand, short term
investments one or more of, future cash flows from operations and debt or equity
security  issuances.  Our  ability to raise capital is highly dependent upon the
commercial  viability of our projects and the associated prices of the metals we
produce. Because of the impact that significant changes in the prices of silver,
gold,  lead  and  zinc have on our financial condition, declines in these metals
prices  may  negatively  impact  our  ability  to  raise  additional funding for
long-term  projects.

During  the  year  ended December 31, 2003 the Company entered into a $5 million
Revolving  Loan,  Guaranty  and  Security  Agreement  with  Standard Bank London
Limited  ("Standard  Bank").  The Company had to satisfy certain requirements in
order  for  Standard  Bank to advance the maximum amount of the loan. As of June
30,  2004, this agreement was terminated by the Company. The "hedge position" of
42,000  ounces  will  remain and be delivered into at a rate of 4,000 ounces per
month  at  a price of $345 per ounce until April of 2005 (assuming that the gold
price  stays  above  that  price)  as  agreed  to.

The  Company  has  previously  announced  that  the  $12.5  million  in cash and
short-term  investments,  as  noted  above,  would  not  be  sufficient, without
curtailment  of  some  of  our  capital  and  development  activities.  External
financing  would  be  needed  to carry out the following plans:  a). progressing
Black  Fox  through  Feasibility  and  continue  to  add  reserves b).  commence
drilling  at  the Huizopa project c). finish the stripping at program at Montana
Tunnels and bring this mine into a cash positive situation  and d). complete the
construction  of  the  Standard  mine.

The  Company  is  pleased  to  report  that  it  is well advanced in discussions
regarding  various  financing  opportunities  and  expects  to  be able to raise
$10-$15  million  in  September  2004.

The above mentioned financing would be used for capital and development programs
at  Montana Tunnels of up to approximately $8.0 million, the Standard Mine of up
to approximately $2.0 million, the Black Fox project of up to approximately $4.2
million  and  Huizopa exploration of up to approximately $1.5 million. There can
be  no  assurance  that  the  required financing will be available on acceptable
terms or at all.

If  all  or  any  portion  of  the  contemplated  financing  is not available on
acceptable  terms,  we  plan to focus our efforts on completing the stripping at
Montana  Tunnels  and  the  development  of  the Standard Mine. Depending on our
available  cash,  we could defer further mining at our Florida Canyon operation,
while generating cash by recovering gold from the leach pad. We also would defer
most  expenditures  at  Black  Fox  and  Huizopa.

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.

Our  significant accounting policies are disclosed in Note 2 to the Consolidated
Financial  Statements  included in our Form 10-K for the year ended December 31,
2003.


                                       34
<PAGE>
Except  as described in Note 2 of our interim financial statements for the three
and  six  months ended June 30, 2004 our accounting policies did not differ from
the policies used in the preparation of the financial statements at December 31,
2003.

CONTRACTUAL  OBLIGATIONS

The Company has several outstanding equipment leases and financings.  As of June
30,  2004,  nothing  material  has  changed  since  the  details released in the
Company's  10-K  Annual  Report.

ENVIRONMENTAL

As  of  June  30,  2004,  we  have accrued $22.2 million related to reclamation,
severance  and other closure requirements, an increase from December 31, 2003 of
$0.6  million.  This  liability  is  covered  by  a combination of surety bonds,
totaling  $34.4  million,  and  cash  bonds  totaling  $8.5 million, for a total
reclamation  surety,  at  June  30, 2004 of $42.9 million.  We have accrued what
management  believes  is the present value of our best estimate of the liability
as  of  June 30, 2004; however, it is possible that our obligation may change in
the  near  or  long  term  depending  on  a  number  of  other  factors.

ITEM  3:  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

In the past, we have not used hedging techniques to reduce our exposure to price
volatility;  however,  we  have entered into hedging contracts with the Standard
Bank  London  Limited  ("Standard  Bank")  for  gold  in the aggregate amount of
100,000  ounces involving the use of put and call options and forward contracts.
The  hedging  contracts  were  a  requirement  of our working capital commitment
facility.  Beginning  in  April  2003,  we are obligated to deliver 4,000 ounces
of gold per month,  for  25 months, under the following conditions: We purchased
put  options to cover the floor price of gold at US$295 per ounce whereby if the
price  of  gold  decreases  to  a level below US$295 per ounce, Standard Bank is
obligated  to  purchase  the  4,000  ounces  for  US$295 per ounce. We also sold
call  options to Standard  Bank whereby if  the  price of gold increases to over
US$345  per  ounce,  then  we must  sell  4,000 ounces to Standard Bank. We have
the  ability to roll forward the call options into forward sales contracts.   At
June  30,  2004,  we  have  put  and  call options for 40,000 ounces of gold and
forward  sales  contracts  for  2,000  ounces  of  gold.

Our  senior  management,  with  approval  of  our  board of directors, makes all
decisions  regarding  our  hedging  techniques.  We have no current plans to use
hedging  techniques  in  the  future.

The following table sets forth the average daily closing prices of the following
metals  for  1980,  1985,  1990,  1995,  1998  and  each year thereafter through
December  31,  2003.

<TABLE>
<CAPTION>
                1980       1985       1990       1995       1998       1999       2000       2001       2002       2003
              ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------
<S>           <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Gold (1)      US$612.56  US$317.26  US$383.46  US$384.16  US$294.16  US$278.77  US$279.03  US$271.00  US$309.73  US363.58
(per ounces)

Silver (2)    US$20.63   US$6.14    US$4.82    US$5.19    US$5.53    US$5.25    US$5.00    US$4.39    US$4.60    US$4.88
(per ounces)

Lead (3)      US$0.41    US$0.18    US$0.37    US$0.29    US$0.24    US$0.23    US$0.21    US$0.22    US$0.21    US$0.26
(per lb.)

Zinc (4)      US$0.34    US$0.36    US$0.69    US$0.47    US$0.46    US$0.49    US$0.51    US$0.40    US$0.37    US$0.42
(per lb.)
</TABLE>

--------------------------
(1)  London  Final
(2)  Handy  &  Harman
(3)  London  Metals  Exchange  --  Cash
(4)  London  Metals  Exchange  --  Special  High  Grade  -  Cash


                                       35
<PAGE>
MARKET  PRICE  OF  GOLD
-----------------------

The  Company's  earnings  and cash flow are significantly impacted by changes in
the  market  price of gold. Gold prices can fluctuate widely and are affected by
numerous  factors,  such  as demand, production levels, and economic policies of
central banks, producer hedging, and the strength of the U.S. dollar relative to
other  currencies.  During  the  five  year  period ended December 31, 2003, the
average  annual  market price has fluctuated between $271 per ounce and $364 per
ounce.  During  the  first  half  of  2004, the spot price for gold improved and
experienced  highs  in  excess  of  US$420.

There  is certain market risks associated with the hedging contracts utilized by
the  Company.  If  the  Company's counterparties fail to honor their contractual
obligation to purchase gold at agreed-upon prices, the Company may be exposed to
market  price  risk  by  having  to  sell  gold in the open market at prevailing
prices. Similarly, if the Company fails to produce sufficient quantities of gold
to  meet  its  forward  commitments,  the  Company  would  have  to purchase the
shortfall  in  the  open market at prevailing prices. At June 30, 2004, the fair
value  of  the  contracts  is  a loss of $2,192,000 (December 31, 2003  the loss
calculation  was  -  $5,911,000).

FOREIGN  CURRENCY
-----------------

The Company currently conducts development activities in Canada, while the price
of  gold  is  denominated  in  U.S.  dollars,  and the Company's gold production
operations are in the United States.  Therefore, the Company has minimal, if any
foreign  currency  exposure.

ITEM  4:  CONTROLS  AND  PROCEDURES

We  carried  out an evaluation, under the supervision and with the participation
of  our  principal  executive  officer  and  principal financial officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures.  Based  on  this  evaluation,  our  principal  executive officer and
principal  financial  officer  concluded  that  our  disclosure  controls  and
procedures are as defined in Exchange Act Rules 13(a)-15(e) and 15(d) - 15(e) as
of  the  end  of the period covered by this report.  It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the  likelihood of certain events, and there can be no assurance that any design
will  succeed  in  achieving  its  stated  goals  under  all  future conditions,
regardless  of  how  remote. In addition, we reviewed our internal controls, and
there  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their  last  evaluation.


                                       36
<PAGE>
PART  II:  --  OTHER  INFORMATION

ITEM  1:  LEGAL  PROCEEDINGS

None

ITEM  2:  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During  the  quarter  ended June 30, 2004 218,678 common shares were issued as a
result  of  warrants  exercised  at  a price of $1.60 per common share and stock
options exercised at a price of $0.80.  An additional 218,678 shares were issued
in total.  The net proceeds from this activity was $0.3 million for the quarter.
An  additional  48,978 shares were issued for a portion of the Company's initial
contribution  for  its  share  in  the  Huizopa  project.

ITEM  3:  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  applicable.

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

     The following matters were voted upon at the annual meeting of shareholders
held  on  May  20,  2004:

     (a)  Election  of  seven  directors.

     (b)  Authority  for  issuance  of up to 79,017,575 common shares in private
          placements  within  12  months.

     (c)  Retention of Deloitte and Touche LLP Chartered Accountants as external
          auditing  until  the  next  annual  general  meeting.

     All  matters  voted  on  at  the annual general meeting were approved.  The
voting  results  were  as  follows:

<TABLE>
<CAPTION>
ELECTION OF DIRECTOR                      FOR            AGAINST        ABSTAIN
--------------------------------
<S>                                    <C>              <C>             <C>

G. Michael Hobart                      33,865,742          51,037             0
R. David Russell                       33,865,742          51,037             0
Gerald J. Schissler                    33,865,742          51,037             0
Charles E. Stott                       33,865,742          51,037             0
G.W. (Bill) Thompson                   33,865,742          51,037             0
W.S. (Steve) Vaughan                   33,865,742          51,037             0
Robert A. Watts                        33,865,742          51,037             0

Authority to Issue Shares              11,600,205       9,878,301             7

Retention of Deloitte and Touche       33,860,410          33,144             0
</TABLE>


                                       37
<PAGE>
ITEM  5:  OTHER  INFORMATION.

None.

ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibit  No.                          Title  of  Exhibit

(a)  Exhibits:

31.1  -   Certification  of  Chief  Executive Officer pursuant to Section 302 of
          the  Sarbanes-Oxley  Act
31.2  -   Certification  of  Chief  Financial Officer pursuant to Section 302 of
          the  Sarbanes-Oxley  Act
32.1  -   Certification  of  Chief  Executive Officer pursuant to Section 906 of
          the  Sarbanes-Oxley  Act
32.2  -   Certification  of  Chief  Financial Officer pursuant to Section 906 of
          the  Sarbanes-Oxley  Act

(b)  Reports  filed  on  Form  8-K  during  the  quarter  ended  June 30, 2004:

A  report on Form 8-K was furnished to the Securities and Exchange Commission on
May  12,  2004  pursuant  to Item 12 to announce financial results for the first
quarter  of  2004.

A  report on Form 8-K was furnished to the Securities and Exchange Commission on
June  30,  2004  pursuant  to  Item  5  to  announce the termination of the loan
agreement  with  Standard  Bank.


                                       38
<PAGE>
                                   SIGNATURES

     In  accordance  with  the requirements of the Exchange Act, the registrant
caused  this report to be signed on its behalf by the undersigned thereunto duly
authorized.


APOLLO  GOLD  CORPORATION

Date:  August  13,  2004                /s/  R. David Russell
                                        -----------------------
                                        R. David Russell, President and
                                        Chief Executive Officer

Date:  August  13,  2004                /s/  R. Llee Chapman
                                        ----------------------
                                        R. Llee Chapman,
                                        Chief Financial Officer


                                       39
<PAGE>
                                 EXHIBIT INDEX
31.1  -   Certification  of  Chief  Executive Officer pursuant to Section 302 of
          the  Sarbanes-Oxley  Act
31.2  -   Certification  of  Chief  Financial Officer pursuant to Section 302 of
          the  Sarbanes-Oxley  Act
32.1  -   Certification  of  Chief  Executive Officer pursuant to Section 906 of
          the  Sarbanes-Oxley  Act
32.2  -   Certification  of  Chief  Financial Officer pursuant to Section 906 of
          the  Sarbanes-Oxley  Act


                                       40
<PAGE>