FORM 10-KSB
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             450 Fifth Street, N.W.
                             Washington D. C. 20549
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(Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2001 OR [ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ______________ TO ______________

                        Commission file number: 000-27791

                                Apolo Gold, Inc.
                                ----------------
              (Exact name of small business issuer in its charter)

                 Nevada                               Applied for
        ------------------------------       ----------------------------------
        State or other jurisdiction of       I.R.S. Employer Identification No.
        incorporation or organization

                            #1458 - 409 Granville St.
                       Vancouver, British Columbia       V6C 1T2
              ----------------------------------------- ----------
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number: 604-484-8881

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

         Securities Registered Under Section 12(g) of the Exchange Act:
                          Common Stock, 0.001 par value
                          -----------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                 Yes [X] No [ ]

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

State issuer's revenues for most recent fiscal year:  $17,001
                                                      --------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates (5,804,580 shares) based on the average bid and asked price as
of October 1, 2001 being $0..05 per share: $290,229.
                                           ---------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 17,154,580 shares of Common Stock as
of October 1, 2001.

Documents Incorporated by Reference: None


<PAGE>
                    NOTE REGARDING FORWARD LOOKING STATEMENTS

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

                                     PART 1

ITEM 1.  DESCRIPTION OF BUSINESS.

History

     Apolo Gold, Inc, (the Company) was incorporated in March 1997 under the
laws of the State of Nevada for the purpose of financing and operating gold and
diamond concessions in Venezuela, as well as other precious metals
opportunities.

     The Company formed a subsidiary, Compania Minera Apologold, C.A. a
Venezuela corporation (the Venezuela subsidiary) and on May 18, 1999 the
Venezuela subsidiary entered into an agreement with Empresa Proyectos Mineros
Goldma, C.A. in Caracas Venezuela, to acquire the elluvial diamond and gold
mining concession named Codsa 13, located in the Gran Sabana Autonomous
Municipality, State of Bolivar, Venezuela. The purchase price for the concession
was $3,500,000 (2,086,000,000 Bolivars). A down payment of $50,000 (29,800,000
Bolivars) was made on or about May 30, 1999. A second payment of $50,000
(29,800,000 Bolivars) was made November 15, 1999. The Venezuela Subsidiary
agreed to establish at least one mining operation on the concession with a
minimum production of 1,000 cubic meters per day, within one year of execution
of the agreement and its authentication by the Venezuela government. The
agreement was first filed or authenticated with the Venezuela government on May
18, 1999.

The Venezuela subsidiary negotiated an extension of this agreement to November
2000 with Empresa Proyectos Mineros Goldma, C.A. revising some of the original
terms and conditions.

On April 19, 2001, the Company negotiated an amendment to the 1999 agreement on
CODSA 13 wherein it was agreed that payments would be reduced to $7,500 per
month, and the Company had the right to withdraw from the property by September
30, 2001, should testing results not be satisfactory.

The Company tested the property from May 1, 2001 to early July and on July 15,
2001 decided to close the camp and prepare to abandon the property. On August 6,
2001 a letter was formally delivered by Mr. Levasseur to Mike Merhi, president
of Empresa Proyectos Goldma C.A. in his office in Caracas which advised Mr.
Merhi that Compania Minera Apologold, C.A. was formally abandoning the Codsa 13
site because of poor testing results and the lack of visable verification re
original understandings re previous testing on the property. Mr. Merhi was
further advised that the Company's equipment would be moved to another location
in Venezuela.
<PAGE>
All payments made to the Seller were in US dollars.. The agreement required a
further payment of a royalty to the Seller in the amount of 2.5% of the annual
net profits from operations on the concession. This royalty is payable as long
as there is production on the property. This is no longer applicable and no
taxes are exigible.

On May 20 1999,the Company entered into an assignment agreement with its
Venezuelan Subsidiary, which assigned the rights and obligations under the
Concession Agreement to the Company. In addition to the obligations under the
Concession Agreement, the Company paid 3,500,000 in shares of common stock to
AML Diamond and Gold Exp. As well, the Company also agreed to pay a further
royalty in the amount of 7.5% of net production profits. AML Diamond and Gold
Exp is owned by Albert Aleong, a Venezuelan resident who had worked at the
property site. He is not related to any directors or officers of the Company nor
has he worked there in the past year. As of July 15, 2001, Mr. Aleong, on behalf
of AML Diamond and Gold Exp had received 500,000 of the 3,500,000 but the
balance, 3,000,000 was held pending the outcome of testing on Codsa 13. As this
property has now been abandoned, the 3,000,000 have been returned to the
treasury for cancellation. The Company's stock transfer agent as well as Mr.
Aleong were advised accordingly.

Operations

     The Company had mining equipment including a floating dredge and a "Super
Bowl" gold ore processing machine that was fully installed on the property. This
equipment will be removed from the property and relocated to another area in
Venezuela.

     The mining process being used was open pit placer mining. A large pit was
dug and allowed to fill with ground water. Alluvial ore is pumped from the
bottom of the pit, screened for rough diamonds, and then processed through the
Super Bowl for removal of gold ore. The Subsidiary Company employed a crew of 20
people and operated initially on a one-shift basis. There are currently no
employees at the location as all have been terminated and fully paid.

     The Company has no employees at present other than its officers. The
Venezuela Company has no employees and it hires consultants, mining engineers
and other professionals as required.


Principal Markets

     The products produced by the Company are sold on world markets at prices
established by market forces. These prices are not within the control of the
Company. .

Government Regulation

     The Company is aware of environmental requirements in the operation of
concession. The Company is subject to regular inspections by Government
authorities and to date has been approved after each inspection. The Company is
also subject to a royalty of 4% on production and is audited on a regular basis
by Government authorities. The Company is comfortable with the requirements and
regulations and continues to abide by all regulations and requirements.


Risk Factors

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

     2. The Company's success and possible growth will depend on its ability to
     recover precious metals, process them, and successfully sell them on world
     markets. It is dependent upon the market's acceptance of the quality of the
     product presented for sale.
<PAGE>
     3. Liquidity and Need for additional financing is a concern for the
     Company. At the present time, the Company does not have sufficient cash to
     finance its operations and is dependent on the ability of its management
     team to obtain the necessary working capital to operate successfully. There
     is no assurance that the Company will be able to obtain additional capital
     as required, or if the capital is available, to obtain it on terms
     favorable to the Company. The Company may suffer form a lack of liquidity
     in the future that could impair its production efforts and adversely affect
     its results of operations.

     4. Foreign Operations Risks are significant as its principal business
     operations will be located in St Elena, Venezuela. Although management
     intends to and has abided by all laws of the country, including procurement
     of all necessary permits, licenses, and other regulatory approvals, the
     Company has no control over the regulatory climate and the possible changes
     in laws and regulations.

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

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

     7. here are currently 17,154,580 common shares outstanding out of a total
     authorized capital of 200,000,000 shares. There are 182,845,420 shares of
     the Company unissued. The Board of Directors has the power to issue such
     shares, subject to shareholder approval, in some instances. Although the
     Company presently has no commitments or contracts to issue any additional
     shares to other persons, it may in the future attempt to issue shares to
     acquire properties, equipment, or other products, or for corporate
     purposes. Any additional issuance of shares by the Company form its'
     authorized but unissued shares, would have the effect of diluting the
     interest of existing shareholders.


     8. There are no dividends anticipated by the Company. At the present time,
     the Company intends to focus on reduction of its property debt.


Company's Office

     The Company's administrative headquarters are located at #1458-409
Granville St, Vancouver, BC, Canada V6C 1T2 and its telephone number is
604-484-8881.


ITEM 2 - Description of Property

Location and Title

The Company had acquired the alluvial diamond and gold mining concession named
Codsa 13. Codsa 13 is located in the Gran Sabana Autonomous Municipality, State
of Bolivar, in the extreme southeast of Venezuela. It is approximately sixty
kilometers north of Santa Elena, a village of 15,000 people with sufficient
facilities and supplies to support the mining operation. Santa Elena has daily
flights to Caracas. The mining operation was accessible by gravel road from
Santa Elena. Title to the Codsa 13 mining concession has been held by Empresa
Proyectos Mineros Goldma, C.A. since 1992 and is the seller as described above
to the Company's Subsidiary

This property has now been abandoned and the company is seeking other
opportunities in Venezuela and elsewhere.
<PAGE>
In February 2001, the Company signed a letter of intent to acquire 80% of a
property in Sumatra, Indonesia, known as Kadondong, South Lampung. This letter
of intent is still in effect but there are certain legal issues outstanding that
all parties are attempting to resolve before details of the letter of intent are
followed up. The Company is hopeful that a resolution on these issues will be
reached before the end of the year.

The Company on July 18, 2001 signed a letter of intent regarding the Ferguson
Lake Project in the North West Territories re certain mineral claims in the
area. As a result of follow-up and additional information attained, the Company
has now decided to cancel this letter of intent and has notified Hunter
Exploration Group accordingly.

ITEM 3 - Legal Proceedings

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


ITEM 4 - Submission of Matters to a Vote of Security Holders

     None. No matters were submitted during the fiscal year covered by this
report to a vote of security holders.


PART II

ITEM 5 - Market for Common Equity and Related Stockholder Matters

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

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


        Quarter Ended        High Bid          Low Bid
        -------------        --------          -------
        Sept 30, 2000        $0.25             $0.23
        Dec 31, 2000         $0.09             $0.065
        March 30,2001        $0.13             $0.06
        June 30, 2001        $0.05             $0.05

     As of October 1, 2001, there were fifty-four holders of record of the
Company's common stock that does not account for the number of beneficial
holders whose stock is held in the name of broker-dealers or banks.

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


ITEM 6 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

General Overview

Apolo Gold, Inc. ("Company") was incorporated in March 1997 under the laws of
the State of Nevada for the purpose of financing and operating a gold and
diamond mining concession in Southeastern Venezuela, acquired by the Company's
subsidiary Compania Minera Apologold, C.A. a corporation incorporated under the
laws of Venezuela.
<PAGE>
Compania Minera Apologold, C.A. entered into an agreement on May 18, 1999 with
Empresa Proyectos Goldma, C.A. to acquire the alluvial diamond and gold mining
concession called Codsa 13, that is located in Gran Sabana Autonomous
Municipality State of Bolivar, Venezuela for a total consideration of
$3,500,000(2,086,000 Bolivars). Payments of $ 175,000 have been made to date on
this debt, including $75,000 in the fiscal year ending June 30, 2001. Because of
the amending agreement of April 19, 2001, monthly payments commencing May 15,
2001 were reduced to $7,500 per month. These payments were made for the May 15
and June 15, 2001 periods, but the company decided to abandon the property and
did so early in July, 2001. On August 6, 2001, a formal letter of termination
was delivered to Mr. Merhi in Caracas Venezuela. At June 30, 2001, the sum of
$11,250 was still owing to Empresa Proyectos Goldma C.A. , .

All payments to the Seller were made in US dollars. .

Results of Operations - Period From July 01, 2000 to June 30, 2001

REVENUES: Revenues in the year ending June 30 2001 amounted to $17,001. This was
the result of testing programs carried out over the past several months..

EXPENSES: During the year ending June 30 2001, the Company incurred direct
expenses of $ 146,465 (including workers wages of $105,526), indirect expenses
of $38,519 and general and administrative expenses of $ 103,679.

A summary of these expenditures is as follows:
Direct expenses:
         Repairs                               $    9,625
         Depreciation                              71,275
         Wages                                     53,046
         Supplies and sundry                        6,750
         Fuel                                       5,769
                                              -----------
                                                  146,465

Indirect expenses:
         Travel and camp expenses                  38,519
                                              -----------

General and administrative:
         Legal and Professional fees           $   25,050
         Telephone                                  5,895
         Office and Administration                 48,662
         Travel and promotion                      24,072
                                             ------------

  Total                                          $103,679
                                             ------------


All of the above noted direct and indirect expenses related to preparation of
the property for production, installation of equipment and the setup of
production procedures.

General and administrative expenses of $103,679 included legal and accounting
fees and the preparation and filing of quarterly reports with the SEC and the
audits of the accounts.

The Company continues to carefully control its expenses, and intends to seek
financing in the future to provide necessary funds to conduct its production and
further develop its property concession.
<PAGE>
The Company has no employees at the present time other than its officers and
directors and engages personnel through consulting agreements where necessary as
well as outside attorneys, accountants and technical consultants. Its subsidiary
employees between 15 and 20 people at the mine site in Venezuela who are paid
weekly in Bolivars.

Cash on hand at June 30, 2001 was $2,881 and the Company recognizes it does not
have sufficient funds to conduct ifs affairs. It fully intends to seek financing
by way of loans, and private placements.

NET LOSS: The Company incurred a net loss of $440,444 for the fiscal year ended
June 30, 2001.


LIQUIDITY AND CAPITAL RESOURCES

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

At June 30, 2001, the Company had 18,654,580 shares of common stock outstanding
and has raised total capital to date of $1,283,936. In addition the Company has
borrowed $406,920 for a total capital injection to date of $1,690,856.

The Company is aware that it will require additional capital during the current
fiscal year to assist in the development of its property. It intends to seek
additional capital by private placement, loans or a combination of both.

The Company is not in arrears on any of its obligations.

INFLATION

Inflation has not been a factor during the fiscal year ending June 30, 2001.
While inflationary forces are moderately higher in the current year, it is not
considered a factor in capital expenditures or production activities.




<PAGE>

Item 7. Financial Statements.

                                APOLO GOLD, INC.



                                TABLE OF CONTENTS


INDEPENDENT AUDITOR'S REPORT                                      1
FINANCIAL STATEMENTS
  Consolidated Balance Sheets                                     2
  Consolidated Statements of Operations                           3
  Consolidated Statement of Stockholders' Equity (Deficit)        4
  Consolidated Statements of Cash Flows                           5
NOTES TO FINANCIAL STATEMENTS                                     6




<PAGE>
================================================================================
                            Williams & Webster, P.S.
================================================================================
                          Certified Public Accountants
                        Bank of America Financial Center
                          601 W Riverside * Suite 1940
                                Spokane, WA 99201
                                 (509) 838-5111



Board of Directors
Apolo Gold, Inc.
Vancouver, British Columbia
CANADA


                          Independent Auditor's Report

We have audited the accompanying consolidated balance sheets of Apolo Gold, Inc.
as of June 30, 2001 and 2000 and the related consolidated statements of
operations, cash flows, and stockholders' equity (deficit) for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Apolo Gold, Inc. as
of June 30, 2001 and 2000 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 11 to the
financial statements, the Company's significant operating losses and default on
its equipment purchase contract raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 11. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                          /s/ Williams & Webster
                                          ----------------------


Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
September 3, 2001


<PAGE>


                                              APOLO GOLD, INC.
                                         CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                  June 30,       June 30,
                                                                    2001           2000
                                                           ---------------     --------------
ASSETS
 CURRENT ASSETS
<S>                                                            <C>            <C>
   Cash                                                        $     2,881    $     6,485
   Accounts receivable                                                  --          4,880
                                                               -----------    -----------
     Total Current Assets                                            2,881         11,365
                                                               -----------    -----------

 PROPERTY AND EQUIPMENT
   Equipment                                                       362,100        350,658
   Less accumulated depreciation                                  (130,542)      (61,694)
                                                               -----------    -----------
                                                               -----------    -----------
     Total Property and Equipment                                  231,558        288,964
                                                               -----------    -----------

 MINERAL PROPERTY                                                       --      2,999,500
                                                               -----------    -----------


TOTAL ASSETS                                                   $   234,439    $ 3,299,829
                                                               ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
 CURRENT LIABILITIES
   Accounts payable                                            $    41,121    $    57,454
   Loans payable, related parties                                  406,920        148,984
   Accrued officer wages                                           133,015          5,675
   Accrued interest                                                     --        193,979
   Mineral property contract payable                                    --         60,000
                                                                              -----------
                                                               -----------    -----------
     Total Current Liabilities                                     581,056        471,092
                                                               -----------    -----------

 LONG-TERM LIABILITIES
   Mineral property contract payable, net of current portion            --      2,845,000
                                                               -----------    -----------

   TOTAL LIABILITIES                                               581,056      3,316,092
                                                               -----------    -----------

 COMMITMENTS AND CONTINGENCIES                                       3,750             --
                                                               -----------    -----------

 STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, 200,000,000 shares authorized, $0.001
     par value; 18,654,580, and 17,573,580 shares
     issued and outstanding, respectively                           18,654         17,573
   Additional paid-in capital                                    1,265,282      1,160,023
   Accumulated deficit                                          (1,634,303)   (1,193,859)
                                                               -----------    -----------

   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                           (350,367)      (16,263)
                                                               -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)           $   234,439    $ 3,299,829
                                                               ===========    ===========
</TABLE>

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

                                       2
<PAGE>



                                    APOLO GOLD, INC.
                          CONSOLIDATED STATEMENTS OF OPERATIONS





                                              Year Ended    Year Ended
                                                June 30,     June 30,
                                                  2001         2000
                                            ------------   ------------

REVENUES                                    $     17,001    $    91,841
                                            ------------    -----------
COST OF REVENUES
   Direct costs                                  146,465        215,123
   Indirect costs                                 38,519         29,016
                                            ------------    -----------
TOTAL COST OF REVENUES                           184,984        244,139
                                            ------------    -----------

GROSS PROFIT (LOSS)                             (167,983)      (152,298)
                                            ------------    -----------
EXPENSES
   Consulting and professional fees              196,261         36,100
   General and administrative expenses           103,679         71,401
                                            ------------    -----------
         TOTAL EXPENSES                          299,940        107,501
                                            ------------    -----------

LOSS FROM OPERATIONS                            (467,923)      (259,799)

OTHER INCOME (EXPENSE)
   Gain on abandonment of mining property         27,479             --
   Interest expense                                   --        193,979
                                            ------------    -----------

LOSS BEFORE INCOME TAXES                        (440,444)      (453,778)

INCOME TAXES                                          --             --
                                            ------------    -----------

NET LOSS                                    $   (440,444)   $  (453,778)
                                            ============    ===========

NET LOSS PER COMMON SHARE,
   BASIC AND DILUTED                        $      (0.02)         (0.03)
                                            ============    ===========

WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK SHARES OUTSTANDING,
   BASIC AND DILUTED                          18,008,140     15,585,915
                                            ============    ===========


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

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                                          Common Stock     Additional       Stock                     Stockholders'
                                                       Number                Paid-In    Subscriptions   Accumulated      Equity
                                                     of Shares     Amount    Capital     Receivable       Deficit      (Deficit)
                                                    ----------     ------  ----------   -------------   -----------   -------------
<S>                                                 <C>          <C>        <C>         <C>            <C>            <C>
Balance, June 30, 1999                              12,942,250   $ 12,942   $ 796,489   $  (250,000)   $  (740,081)   $  (180,650)

Issuance of shares at $0.01 per share for cash       3,520,000      3,520      31,680            --             --         35,200

Issuance of shares at approximately $0.35
   per share for equipment                             120,252        120      42,068            --             --         42,188

Issuance of shares at approximately $0.35
   per share for cash                                  499,363        499     174,178            --             --        174,677

Issuance of shares at an average of $0.24 per share
   for services and debt                               491,715        492     115,608            --             --        116,100

Payment of stock subscriptions reeivable                    --         --          --       250,000             --        250,000

Net loss for the year ended June 30, 2000                   --         --          --            --       (453,778)      (453,778)
                                                    ----------    -------   ---------       -------    -----------       --------
Balance, June 30, 2000                              17,573,580     17,573   1,160,023            --     (1,193,859)       (16,263)

Issuance of shares at an average of $0.14 per share
   for cash                                            431,000        431      60,909            --             --         61,340

Issuance of shares at an average of $0.07
   per share for cash                                  650,000        650      44,350            --             --         45,000

Net loss for the year ended June 30, 2001                   --         --          --            --       (440,444)      (440,444)
                                                    ----------   --------  ----------     ---------   ------------    -----------
Balance, June 30, 2001                              18,654,580   $ 18,654  $1,265,282     $      --    $(1,634,303)   $  (350,367)
                                                    ==========   ========  ==========     =========   ============    ===========
</TABLE>




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

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                         For the Year   For the Year
                                                               Ending         Ending
                                                        June 30, 2001  June 30, 2000
                                                        -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>          <C>
   Net loss                                                 $(440,444)   $  (453,778)
   Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation                                          71,275         61,660
         Depletion                                                 --         10,500
         Gain on abandonment of mining property               (27,479)            --
         Stock issued for services                                 --         16,100
   Decrease (increase) in:
      Accounts receivable                                       4,880         (4,880)
   Decrease (increase) in:
      Accounts payable                                        (16,333)        14,954
      Accrued officer wages                                   109,785             --
      Accrued interest                                             --        193,979
      Short-term notes payable                                (10,000)            --
                                                             --------       --------
Net cash (used) by operating activities                      (308,316)      (161,465)
                                                             --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of mineral property                               (60,000)       (55,000)
   Purchase of equipment                                      (11,442)      (261,870)
                                                             --------       --------
Net cash (used) by investing activities                       (71,442)      (316,870)
                                                             --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from related party loans                      269,814         14,800
   Proceeds from collection of subscriptions receivable            --        250,000
   Proceeds from sale of common stock                         106,340        209,877
                                                             --------        -------
Net cash provided  by financing activities                    376,154        474,677
                                                             --------        -------
Increase (decrease) in cash                                    (3,604)        (3,658)

Cash, beginning of year                                         6,485         10,143
                                                             --------        -------
Cash, end of year                                           $   2,881    $     6,485
                                                            =========    ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:

Interest paid                                               $      --       $    --
                                                            =========       =======
Income taxes paid                                           $      --       $    --
                                                            =========       =======
NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Common stock issued for services                         $      --    $    16,100
   Common stock issued for equipment                        $      --    $    42,188
   Common stock issued for debt                             $      --    $   100,000
   Property and equipment purchased on financing contract   $      --    $ 3,600,000


</TABLE>



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


                                       5
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Apolo Gold, Inc. (the Company) was incorporated in March of 1997 under the laws
of the State of Nevada primarily for the purpose of acquiring and developing
mineral properties. The Company conducts operations primarily from its offices
in Vancouver, British Columbia, Canada. The Company has formed a subsidiary
corporation in Venezuela. Although this entity has had no financial
transactions, the Company used this subsidiary to acquire a Venezuelan mining
property.

In November 1997, the Company incorporated Apologold C.A. (a Venezuelan
company). The Company owns 99 shares of the 100 shares issued by Apologold C.A.
The remaining share is owned by a citizen of Venezuela.

Apologold C.A. began production in the State of Bolivar, Venezuela in November
1999 using an open pit mining process.

In June 2001, the Company abandoned its Venezuelan property and discontinued its
mining operations. See Note 5.

The Company's year-end is June 30.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                       6
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its subsidiary. All significant intercompany transactions and balances have been
eliminated in consolidation.

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

The Venezuelan government does not require foreign entities to maintain cash
reserves in Venezuela.

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

Concentration of Risk
---------------------
The Company maintains its cash accounts in primarily one commercial bank in
Vancouver, British Columbia, Canada. The Company's cash account, which is not
insured, is a business checking account maintained in United States dollars.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts for cash, accounts receivable, accounts payable,
shareholder advances, notes payable and accrued liabilities approximate their
fair value.

Impaired Asset Policy
---------------------
The Company reviews its long-lived assets quarterly to determine if any events
or changes in circumstances have transpired which indicate that the carrying
value of its assets may not be recoverable. At June 30, 2001, the Company has
determined that there was no further impairment of long-lived assets.

Stock Based Compensation
------------------------
The Company accounts for stock issued for compensation in accordance with APB
25, "Accounting for Stock Issued to Employee." Under this standard, compensation
cost is the difference between the exercise price of the option and fair market
of the underlying stock on the grant date. In accordance with SFAS No. 123,
"Accounting for Stock Based Compensation," the Company provides the pro forma
effects on net income and earnings per share as if compensation had been
measured using the "fair value method" described therein.

                                       7
<PAGE>

                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments
----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities", which is effective for the Company as of January 1,
2001. This standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the consolidated
balance sheet and measure those instruments at fair value.

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

Historically, the Company has not entered into derivatives contracts to hedge
existing risks or for speculative purposes.

At June 30, 2001, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.

Revenue Recognition
-------------------
Sales are recorded when minerals are delivered to the purchaser.

Mineral Exploration and Development Costs
-----------------------------------------
All exploration expenditures are expensed as incurred. Significant property
acquisition payments for active exploration properties are capitalized. If no
minable ore body is discovered, previously capitalized costs are expensed in the
period the property is abandoned. Expenditures to develop new mines, to define
further mineralization in existing ore bodies, and to expand the capacity of
operating mines are capitalized and amortized on a units-of-production basis
over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations.
The Company charges to operations the allocable portion of capitalized costs
attributable to properties sold. Capitalized costs are allocated to properties
sold based on the proportion of claims sold to the claims remaining within the
project area.

                                       8
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reclamation Costs
-----------------
Management believes reclamation costs at its mining site in State of Bolivar,
Venezuela will be minimal. The reclamation process is expected to be completed
by the Apologold C.A. work crew. Venezuela requires that a bond be posted prior
to depletion of the mineral reserves. At June 30, 2001, this bond has not been
posted and the Company has abandoned this site.

Compensated Absences
--------------------
Employees of the Company are entitled to paid vacation, paid sick days and
personal days off depending on job classification, length of service, and other
factors. The Company's policy is to recognize the cost of compensated absences
when actually paid to employees. If the amount were estimatible, it would not be
currently recognized as the amount would be deemed immaterial.

Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting pursuant
to SFAS No. 109 "Accounting for Income Taxes." Under this approach, deferred
income taxes are recorded to reflect the tax consequences on future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year end. A valuation allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard imposed by SFAS No. 109 to allow recognition of such
an asset.

At June 30, 2001, the Company had net deferred tax assets of approximately
$320,000, principally arising from net operating loss carryforwards of
$1,600,000 for income tax purposes. As management of the Company cannot
determine that it is more likely than not that the Company will realize the
benefit of the net deferred tax asset, a valuation allowance equal to the net
deferred tax asset has been established at June 30, 2001.

At June 30, 2001, the Company has net operating loss carryforwards of
approximately $1,600,000, which expire in the years 2013 through 2021.

Basic and Diluted Loss Per Share
--------------------------------
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share are the same, as there were no common stock equivalents outstanding.


                                       9
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 3 - MINERAL PROPERTIES

Venezuela
---------
In May 1999, the Company entered into an agreement through its subsidiary,
Apologold C.A., to acquire a mine in Venezuela. (See Note 8). Under the terms of
the agreement, the Company acquired control over all rights for the exploitation
of diamonds and gold in a mining concession called Codsa 13, which is located in
the jurisdiction of Gran Sabana Autonomous Municipality, State of Bolivar,
Venezuela.

The mining property was depleted using the units-of-production method before it
was abandoned.

Foreign Operations
------------------
The accompanying balance sheet at June 30, 2001 includes $231,558 relating to
the Company's assets in Venezuela and $2,881 of assets in Canada. Although these
countries are considered economically stable, it is always possible that
unanticipated events in foreign countries could disrupt the Company's
operations.

Segment Information
-------------------
The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," in the year ended June 30, 2000. SFAS No. 131
supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
Enterprise," replacing the "industry segment" approach with the "management"
approach. The management approach designates the internal organization that is
used by management for making operating decisions and assessing performance as
the source of the Company's reportable segments. SFAS No. 131 also requires
disclosures about products and services, geographic areas and major customers.
The adoption of SFAS No. 131 did not affect the Company's results of operations
or financial position, but did affect the disclosure of segment information as
illustrated in Note 10.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Major additions and improvements
are capitalized. Minor replacements, maintenance and repairs that do not
increase the useful lives of the assets are expensed as incurred. Depreciation
of property and equipment is being calculated using the straight-line method
over the expected useful lives of the assets. Depreciation expense for the year
ended June 30, 2001 was $71,275.


                                       10
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 5 - MINERAL PROPERTY CONTRACT PAYABLE

The contracted purchase price for the Company's Venezuelan mine was $3,500,000,
which consisted of a cash deposit of $100,000 and a non-interest bearing loan in
the amount of $3,400,000. The loan, collateralized by the mine, was recorded at
its present value to reflect an effective interest rate of 5.92%. The loan
called for initial minimum payments of $5,000 per month commencing in June 2000.
See Note 9.

On April 15, 2001, the Company signed an amendment to the mine purchase
agreement and obligated itself to the following:

     1.   The Company agreed to pay $10,000 no later than April 21, 2001.

     2.   The Company agreed to transfer 500,000 shares of its common stock no
          later than June 15, 2001. This amount would result in satisfaction of
          the payment of the monthly minimum fees agreed to in the original
          agreement, which payments were in arrears.

     3.   The Company agreed to pay a minimum monthly amount of $7,500, or a 20%
          royalty, beginning April 15, 2001.

This amendment also provided the Company a means to either continue or abandon
its operations without recourse.

At June 30, 2001, the Company elected to abandon its operations in Venezuela.
The Company satisfied its $60,000 obligation for prior minimum fees and paid
$15,000 in additional royalties to terminate the agreement without further
obligation or further liability under this agreement.


NOTE 6 - COMMON STOCK

During the year ended June 30, 2001, 1,081,000 shares of common stock were
issued at an average of $0.10 per share for cash.

During the year ended June 30, 2000, the Company issued 120,252 shares of common
stock for mining equipment valued at $42,188 and 491,715 shares of common stock
for $100,000 in debt and $16,100 in services. A total of 4,019,363 shares of
common stock were issued for an average cash price of $0.05 per share.

On July 20, 2000, the Company's board of directors approved the Apolo Gold, Inc.
2000 Stock Option Plan. Under this plan, 5,000,000 shares of common stock have
been set aside to be issued to officers, directors and key employees. The
exercise price of the options will be determined at the date of grant.


                                       11
<PAGE>

                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001


NOTE 7 - STOCK OPTIONS

The Company's Stock Option Plan, entitled the Apolo Gold, Inc. 2000 Stock Option
Plan (the Plan) was adopted in July 2000. Its purpose is to advance the business
and development of the Company and its shareholders by affording to the
employees, officers, directors and independent contractors or consultants of the
Company the opportunity to acquire a proprietary interest the Company by the
grant of options to such persons under the Plan's terms. The Plan provides that
the Board may exercise its discretion in awarding options under the Plan, not to
exceed 5,000,000 shares. The board determines the per share option price for the
stock subject to each option. All options must be granted within ten years from
the effective date of the Plan. There is no express termination date for the
options, although the Board may vote to terminate the Plan. Under the Plan,
following options were granted in July 2000 to the executive officers and
directors.

The following is a summary of stock option activity:



  Outstanding at 6-30-00                           -0-                    -
  Granted                                    3,241,000                 0.14
  Exercised                                        -0-                    -
  Forfeited                                        -0-                    -
                                           ------------      ---------------
  Outstanding at 6-30-01                     3,241,000    $            0.14
                                           ============      ===============
                                           ============      ===============
  Options exercisable at 6-30-01             3,241,000    $            0.14
                                           ============      ===============
  Weighted Average fair value of
     options granted during 2001
                                           $       0.25
                                           ============

The Company applies APB Opinion 25 in accounting for its stock option plan.
Accordingly, no compensation or consulting costs have been recognized for the
plan in 2001. Had compensation or consulting costs been determined on the basis
of fair value pursuant to FASB Statement No. 123, net income and earnings per
share would have been reduced as follows:

                                             December 31, 2000
                                             -----------------
                                             -----------------

        Net Loss:
            As reported                       $    (440,444)
            Pro forma                         $  (1,250,694)
        Basic and diluted loss per share
            As reported                       $       (0.02)
            Pro forma                         $       (0.07)


                                       12
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 7 - STOCK OPTIONS (continued)

The fair value of each option granted is estimated on the grant date using the
Black-Scholes Option Price Calculation. The following assumptions were made in
estimating fair value: risk-free interest rate is 5%, volatility is 1.15% and
expected life is 5 years.


NOTE 8 - RELATED PARTIES

As of June 30, 2001, the Company has received $406,920 in cash advances from
shareholders. These advances are noninterest-bearing, uncollateralized and are
expected to be repaid or exchanged for stock during the next fiscal year.

The Company has accrued $133,015 in wages due to the Company's officers.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

Apologold C.A. (a Venezuelan Company)
-------------------------------------
In May 1999, the Company through Apologold C.A. entered into an agreement to
acquire a mine in Venezuela for a contract purchase price of $3,500,000. The
Company paid a deposit of $100,000 to obtain the property and obligated itself
to pay $3,400,000 of non-interest bearing debt. As part of the transaction, the
Company issued 50,000 shares of its stock to the seller.

The acquisition agreement, which provided for monthly payments of $5,000 and a
royalty interest to the seller, was amended in April 2001 and later terminated
in June 2001. See Note 5.

Operating lease
---------------
The Company leases office facilities in Vancouver, British Columbia. The lease
is classified as a month-to-month tenancy and provides for monthly payments of
$2,228. During the year ended June 30, 2001, lease payments totaled $26,736.

Equipment Purchase Contract
---------------------------
During the year ended June 30, 2000, the Company entered into an agreement to
purchase equipment located in Venezuela for $100,000 cash plus 50,000 shares of
its common stock valued at $0.01 per share. The terms of payment in regards to
the $100,000 are as follows:

Payments of $25,000 were due in November and December 1999 and in March and June
2000. During the year ended June 30, 2000, $57,500 was paid in cash and stock.
At June 30, 2001, $27,500 is in arrears and is expected to be paid in the next
fiscal year.

                                       13
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 9 - COMMITMENTS AND CONTINGENCIES (continued)

Compliance with Environmental Regulations
-----------------------------------------
The Company's mining activities are subject to laws and regulations controlling
not only the exploration and mining of mineral properties, but also the effect
of such activities on the environment. Compliance with such laws and regulations
may necessitate additional capital outlays, affect the economics of a project,
and cause changes or delays in the Company's activities. See Note 5.


NOTE 10 - REPORTING SEGMENTS

As described in Note 2, the Company adopted SFAS No. 131 in 2000. The Company's
operations are classified into two principal reporting segments that provide
different products or services. Separate management of each section is required
because each business unit is subject to different marketing, production, and
technology strategies.

The table below presents information about the Company's reportable segments:
<TABLE>
<CAPTION>

                                                           For the Year Ended June 30, 2001
                                  ------------------------------------------------------------------------------------
                                   ApoloGold, Inc.        Apologold C.A          Eliminations         Consolidated
                                  ------------------    -------------------    -----------------    ------------------
<S>                                <C>                    <C>                    <C>                  <C>
External revenue                   $         -            $      17,001          $         -          $     17,001
Intersegment revenue                         -                        -                    -                     -
                                  ------------------    -------------------    -----------------    ------------------
 Total net revenue                $          -            $      17,001          $         -          $     17,001
                                  ==================    ===================    =================    ==================
Operating loss                    $   (299,940)           $    (167,983)         $         -          $   (467,923)
                                  ==================    ===================    =================
Gain on abandonment                                                                                         27,479
                                                                                                    ------------------
Loss before income taxes                                                                              $   (440,444)
                                                                                                    ==================
Depreciation                      $      1,072            $      70,203          $         -          $     71,275
                                  ==================    ===================    =================    ==================
Interest expense                  $          -            $           -          $         -          $          -
                                  ==================    ===================    =================    ==================
Identifiable assets               $      2,881            $     231,558          $         -          $    234,439
                                  ==================    ===================    =================    ------------------
 Total assets                                                                                         $    234,439
                                                                                                    ==================

                                                              For Year Ending June 30, 2000
                                  -----------------------------------------------------------------------------------
                                   ApoloGold, Inc.        Apologold C.A          Eliminations           Consolidated
                                  ------------------    -------------------    -----------------     ----------------
External revenue                  $          -            $      91,841          $          -          $          -
Intersegment revenue                         -                        -                     -                     -
                                  ------------------    -------------------    -----------------     ----------------
 Total net revenue                $          -            $      91,841          $          -          $    (91,841)
                                  ==================    ===================    =================     ================
Operating income (loss)           $    (107,501)          $    (152,298)         $          -          $   (259,799)
                                  ==================    ===================    =================     ================
Income (loss) before income taxes                                                                      $   (453,778)
                                                                                                     ================

Depreciation and depletion        $       3,427           $      68,733          $          -          $     72,160
                                  ==================    ===================    ==================    ================
Interest expense                  $           -           $     193,979          $          -          $    193,979
                                  ==================    ===================    ==================    ================
Identifiable assets               $           -           $   3,299,829          $          -          $  3,299,829
                                  ==================    ===================    ==================    ================
General corporate assets                                                                             $            -
                                                                                                     ----------------
 Total assets                                                                                        $    3,299,829
                                                                                                     ================
</TABLE>

                                       14

<PAGE>
                               APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001



NOTE 10 - REPORTING SEGMENTS (continued)

Apolo Gold, Inc., the first reportable segment, is a holding company for
Apologold C.A., the operating company. The second reportable segment derives its
revenues from the extraction and sale of minerals mined in Venezuela.

The accounting policies for the two reportable segments are the same as those
described in the summary of significant accounting policies. The Company
allocates resources to and evaluates performance of its operating segments based
on operating income.


NOTE 11 - GOING CONCERN

As shown in the financial statements, the Company incurred a net loss of
$440,444 for the year ended June 30, 2001 and has an accumulated deficit of
$1,634,303 since inception. In addition, the Company is in default on its
equipment purchase contract. See Note 9.

These factors indicate that the Company may be unable to continue in existence.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue existence. The Company is actively seeking additional capital
and management believes that new properties can ultimately be developed to
enable the Company to continue its operations. However, there are inherent
uncertainties in mining operations and management cannot provide assurances that
it will be successful in its endeavors. See Note 5.



                                       15



<PAGE>


PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

         (a)  Directors and Executive Officers

NAME                AGE  POSITION                                     1ST YEAR
                                                                    WITH COMPANY
----                ---  --------                                   ------------
Martial Levasseur   67   Director , President                             1997
Robert E. Lee       66   Director, Vice-President,                        1997
Robert G. Dinning   62   Director, Chief Financial Officer, Secretary     2000


Business Experience

Martial Levasseur.

Mr. Levasseur is a founder of the Company and has served as its President since
inception. Mr. Levasseur's business experience is as follows:

1993-1997    Consultant - La Rock Mining Corp of Vancouver BC. Studying
             various projects for La Rock.

1968-1993    President - Consolidated Silver Tusk Mines Ltd, in
             the Northwest Territories. Managed and supervised the
             exploration and development of all properties. One mine went
             into full production. Became Vice President in 1994 as was
             busy developing other properties not related to Consolidated
             Silver Tusk Mines Ltd.

1972-1993    President of Reako Exploration Ltd, in Vancouver
             B.C. Supervised and managed all exploration and drilling
             projects for Reako, as well as developing their iron-ore
             property, and bringing into production a gold property in
             British Columbia.


Robert E. Lee.

Dental Surgeon from 1963 until 1993 when he retired from practice.

1993 - Present   President of La Rock Mining Corp, of Vancouver BC. Handles
                 all administration and continued assessment of property
                 known as Brandy Wine.

1993-1997        President - Consolidated Silver Tusk Mines Ltd, with
                 a gold property in Indonesia. Managed and supervised
                 exploration and development on this property.


Robert G. Dinning C.A.

Mr. Dinning is a Chartered Accountant, and member in good standing of the
Alberta and Canadian Institute of Chartered Accountants. Mr. Dinning is
currently President and CEO of e-VideoTV, Inc, a technology company listed on
the OTC and headquartered in Phoenix Arizona. Mr. Dinning has operated his own
Business and Management Consulting business since 1977, in the forestry, mining,
and software/high tech industries. Mr. Dinning is currently a director of two
other public companies and has been active as a Director and Officer in various
public companies over the past 25 years. Prior to commencing his consulting
business, Mr. Dinning was CFO and Secretary of Western Communications Ltd., a
large publicly traded broadcast and sports Entertainment Company.
<PAGE>

         (b)      Significant Employees:  None


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

The Company's three executive officers and directors have each timely filed Form
5 for the fiscal year ended June 30, 2001. However, Forms 4 for each of the
three executive officers and directors due on August 10, 2001 were not filed
until October 1, 2001.



Item 10. Executive Compensation

a)   Summary Compensation Table: The Company has omitted the Summary
     Compensation Table as it has not paid any non-cash compensation or bonuses
     and nor has any such compensation been accrued. Cash Compensation during
     the year fiscal year ended June 30, 2001 for officers and directors was as
     follows:

                  M. Levasseur              $36,000
                  R. E. Lee                 $36,000
                  R.G. Dinning              $36,000


     9.   Option/SAR Grants in Last Fiscal Year (Individual Grants): The Company
          has made the following option grants during the fiscal year ended June
          30, 2001:

               Name                      Amount        Option Price    Exercised

               Martial Levasseur         1,000,000        $0.14              Nil
               Robert Lee                1,000,000        $0.14           90,000
               Robert Dinning            1,000,000        $0.14          100,000
          All above options have an expiration date of July 1, 2005.


     10.  The Company has a Stock Option Plan, entitled the "Apolo Gold, Inc.
          2000 Stock Option Plan" (the "Plan") that was adopted in July 2000.
          Its purpose is to advance the business and development of the Company
          and its shareholders by affording to the employees, officers,
          directors and independent contractors or consultants of the Company
          the opportunity to acquire a proprietary interest in the Company by
          the grant of Options to such persons under the Plan's terms. Article 3
          of the Plan provides that the Board shall exercise its discretion in
          awarding Options under the Plan, not to exceed 5,000,000 shares. The
          per share Option price for the stock subject to each Option shall be
          as the Board may determine. All Options must be granted within ten
          years from the effective date of the Plan. There is no express
          termination date for the Options, although the Board may vote to
          terminate the Plan. Under the Plan, the above listed Options were
          granted in July 2000 to the executive officers and directors:

<PAGE>
     (c)  Aggregated Option/SAR Exercises in Last Fiscal Year and FY-end
          Option/SAR Values : None

     (d)  Long-term Incentive Plans -- Awards in Last Fiscal Year: None

     (e)  Compensation of Directors

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

          2.   Other Arrangements: There are no other arrangements.

     (f)  Employment Contracts And Termination of Employment, And
          Change-in-control Arrangements

     The Company's officer and directors do not have employment agreements and
     do accrue salaries as described above. These salaries have not been paid to
     date, and there is no immediate intention of paying said salaries until
     such time as additional funding is secured.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners holding five percent or
greater of the 17,154,580 shares of common stock outstanding as of October 1,
2001 plus the 3,000,000 shares underlying outstanding options granted to the
executive officers and directors.
<TABLE>
<CAPTION>

           Name and Address(1)          Position          Amount and Nature    % of
Title of   of Beneficial Owner                           of Beneficial Owner   Class
Class
--------   -------------------         ----------        -------------------  -------
<S>        <C>                          <C>                 <C>                <C>
Common     Robert Elliot Lee            Director            5,150,000  (2)     25.5%


           Martial Levasseur            Director            5,150,000  (3)     25.5%

           Robert G. Dinning            Director, CFO       1,150,000  (4)      5.7%

           All officers and Directors
           as a Group (3 persons)                          11,450,000          56.8%
</TABLE>

(1)  The Address of the executive officers and directors is that of the Company:
     Suite 1458 - 409 Granville Street, Vancouver, B.C. V6C1T2

(2)  Includes 1,000,000 underlying an exercisable option; 910,000 shares held by
     Robert Edward Lee, Mr. Lee's son; 350,000 held by Katrina Lee the daughter
     of Mr. Lee; and 350,000 held by Shari Lee the daughter of Mr. Lee. Robert
     Elliot Lee disclaims beneficial ownership in the shares held by his adult
     children.

(3)  Includes 1,000,000 underlying an exercisable option; 950,000 held by: Peter
     Levasseur, the son of Martial Levasseur;; 350,000 shares held by John
     Levasseur, the son of Martial Levasseur; and 350,000 shares held by Anna
     Levasseur, the daughter of Martial Levasseur. Martial Levasseur disclaims
     beneficial ownership in the shares held by his adult children.

(4)  Includes 1,000,000 underlying an exercisable option and 50,000 shares held
     by Castle Creek Corp., for which Mr. Dinning is the beneficial owner and
     100,000 shares re option exercised and still held.
<PAGE>

Item 12. Certain Relationships and Related Transactions:      None

Item 13. Exhibits and Reports on Form 8-K

A.       Exhibits

         (3)(i)   Articles of Incorporation (Incorporated by reference from
                  Form 10SB Registration SEC File # : 000-27791 filed October
                  25, 1999)

         (3)(ii)  By-Laws of Corporation (Incorporated by reference from
                  Form 10SB Registration SEC File # : 000-27791 filed October
                  25, 1999)

(11)     Statement Re: Computation of Per Share Earnings

B.       Reports on Form 8-K: None





<PAGE>
                                   SIGNATURES

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

Date: October 1, 2001

                                /s/ Martial Levasseur
                                --------------------------------------
                                 Martial Levasseur, President


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

Signature                       Title                         Date
---------                       -----                         ----

/s/ Martial Levasseur
-----------------------------
Martial Levasseur               President, Director           October 1, 2001

/s/ Robert E. Lee
-----------------------------
Robert E. Lee                   Vice President, Director      October 1, 2001

/s/ Robert G. Dinning
-----------------------------
Robert G. Dinning               Chief Financial Officer,
                                Secretary, Director           October 1, 2001

<PAGE>