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                                   FORM 10-KSB
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                       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, 2006 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 & Energy Inc.
                                ----------------
              (Exact name of small business issuer in its charter)

                 Nevada                               98-0412805
        ------------------------------       ----------------------------------
        State or other jurisdiction of       I.R.S. Employer Identification No.
        incorporation or organization

                            #1209 - 409 Granville St.
                       Vancouver, British Columbia V6C 1T2
              ----------------------------------------- ----------
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number: 604-687-4150

      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. [ ]

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

State issuer's revenues for most recent fiscal year:  Nil

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates 42,073,079 shares) based on the average bid and asked price as
of September 15,2006 being $.08 per share: $3,365,846.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 74,312,064 shares of Common Stock as
of September 15, 2006.

Documents Incorporated by Reference: None

                    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 & Energy Inc, (the Company) was incorporated in March 1997 under the
laws of the State of Nevada as Apolo Gold Inc., for the purpose of financing and
operating precious metals concessions. In May 2005, the Company amended its
articles of incorporation to change the name of the Company to Apolo Gold &
Energy Inc.

After incorporation in 1997 the Company focused on precious metals opportunities
in Latin and South America. Shortly thereafter the Company formed a subsidiary,
Compania Minera Apologold, C.A. a corporation, 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 diamond and gold mining concession in
Southern Venezuela known as Codsa 13, located in the Gran Sabana Autonomous
Municipality, State of Bolivar, Venezuela. The agreement on CODSA 13 was amended
on April 19, 2001, tested until July 31, 2001 and subsequently cancelled in
August 2001 because of poor testing results. The subsidiary company in Venezuela
has been inactive since 2001 and there are no plans to reactivate it.

On April 16, 2002, the Company executed an agreement with Pt. Metro Astatama, of
Jakarta, Indonesia, for the mining rights to a property known as Nepal Umbar
Picung ("NUP"), which is located west of Bandar Lampung, on the island of
Sumatra, Indonesia. NUP has a KP, Number KW. 098PP325, which is a mineral
tenement license for both Exploration and Exploitation. All KP's must be held by
an Indonesian entity.

The "NUP" is 733.9 hectares in size and Apolo has an 80% interest. These claims
are owned privately by citizens of Indonesia and are not crown granted claims.
Apolo is entitled to recover all of its development costs on the "NUP" including
property payments before the partner with 20% can participate. The property
owner has worked very closely with Apolo management in regard to development of
the property and his assistance continues to be invaluable.

The total purchase price for "NUP" is $375,000. To date the Company has made
payments amounting to $250,000 on the property, with a balance remaining of
$125,000. The Company is obligated to make semi-annual payments in March and
September each year of $25,000 payment until the balance owing is retired. There
are no payments outstanding at this time.

The NUP property has characteristics of Indonesian volcanic-hosted,
low-sulphidation, ephitermal gold-silver deposit Mio-Pliocene age, hosted within
the Sunda magmatic arc and spatially associated with the Sumatra Fault System.
The property displays high silver to gold ratios such as most of the Sunda arc
deposits. Five hundred kilometers northward, along the same Sumatra Fault is
located the richest gold mine in Indonesia, the Lebong Donok. This mine was
first put into production in 1896.

Apolo Gold Inc. commenced geology mapping and sampling in the summer of 2002.
Previous exploration had been undertaken on the NUP property including
trenching, mapping and sampling. Previous workings had identified seven
structures that required further evaluation. In July 2002, Apolo Gold Inc
engaged the services of Alex Boronowski, P.Geo, F.G.A. to provide a Preliminary
Independent Geological Report. This report was received in September 2002 and it
recommended a drilling program be carried out to further define the structures.
The Company followed up with an Independent Report from Peter Bojtos, P.Eng. to
review all existing data, and comment on proposals for moving forward. Mr.
Bojtos issued a report in December 2002 that confirmed existing recommendations
for drilling. Mr. Bojtos on February 1, 2006 was appointed Chairman, CEO,
President and a director of the Company.

Upon review of the recommendations, the Company proceeded with an initial
drilling program in April 2003 which completed in June 2003. Approximately 500
meters of drilling was completed and an ore zone was identified. While 80,000
tonnes of mineralized rock was identified, it was recommended that a new
exploration adit be driven to cross cut both shaft #5 and shaft #4 where good
results had previously been identified. The 80,000 tonnes of mineralized rock
averaged 8 grams of gold per tonne and 250 grams of silver per tonne.

During the past year, the Company worked extensively on an underground adit that
runs from west to east for 270 feet and was designed to cross-cut the
north-south striking mineralized zone. When the cross-cut intercepted #1 vein, a
drift was mined for 160 feet south along the vein. Channel samples were taken
from selected sites along the drift to test the vein and grab samples were taken
from muck piles. The average of three sample units was 13.47 gold g/t and 875
silver g/t. The six channel samples averaged 4.11 gold g/t and 99 silver g/t.

In January 2006, the Company reported testing results from channel samples taken
underground. The samples were taken at 47 meters to 55 meters along the drift.
The average width between 49 meters and 55 meters is 2.5 feet. Mining would
require a minimum width of 5 feet. Thus, assuming a wall rock dilution
containing no grades, the interpreted grades would be approximately 30 grams/t
gold and 1,225 grams/t silver on a mineable width.

                                       3

The Company continues to cross-cut to the east to intercept the #2 vein. The
cross cut has now reached shaft #4 artisinal mining area where previous drilling
in NUP-03-#3 intercepted two meters of 64.6 grams/t gold and 221.5 grams/t
silver. Both of these intercepts were 150 feet below the surface. Veins #1 and
#2 are about 10 meters apart. These assays reflect the high grade nature of the
vein.

The Company commenced a drilling program in late spring of 2006. The program
calls for a minimum of 10 holes, all south of the existing adit on the property.
As of September 15,2006, five holes have been undertaken and the Company is
awaiting assay results from hole #4 and #5. The first three holes were
inconclusive because of drilling malfunctions. The drilling program is expected
to be completed in the fall.

On December 10, 2003, the Company, and its partner PT Metro Astatama, executed
an Agreement with PT Karya Bukit Utama of Bandar Lampung, Sumatra for the
acquisition of mining rights to a property adjoining the "NUP" called "KBU". PT
Karya Bukit Utama holds a permit from the Ministry of Mines and Energy, Republic
of Indonesia, in the form of Mining Exploitation Authorization KP Number KW 96
0082 for 28 hectares and KP Number KW 96 PP 0083 for 905.3 hectares.

The Company conducted extensive testing and exploration on the KBU during 2004,
and spent approximately $250,000 including property payments, on this site. On
January 10, 2005, the Company advised its partner that it was terminating the
agreement and abandoning the KBU property as its testing results were deemed to
be unsatisfactory. Under the terms of the agreement, Pt Metro Astatama in turn
advised Pt Karya Bukit Utama of the decision to terminate.

The Company continues to focus on the development of NUP and is currently
conducting a drilling program of up to 10 holes on the property.

Operations

The Company employs approximately 10 people locally at the mine site near Bandar
Lampung, Sumatra. All of these workers are paid the local rate for their
services. As well, the Company has a mining consultant working full time at the
mine site who offers special mechanical, structural, welding, and general
operating skills not found locally. Management of the overall project is under
the direction of the Mining Consultant. The drilling program is being directed
by Martial Levasseur, a former officer and director of the Company with the
assistance of a local Geologist.

The Company's head office is at 101 Convention Center Drive, Ste 700, Las Vegas,
NV. Administrative headquarters are located in Vancouver B.C. where the Company
leases space at #1209-409 Granville St. V6C 1T2. The Company also maintains an
office in Bandar Lampung, Sumatra.

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 a
concession. The Company is subject to regular inspections by Government
authorities and is also subject to a royalty of 3.5% on production. The Company
is comfortable with the requirements and regulations and will abide by them.

                                       4

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.

     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 if its production schedule is delayed
          further. The Company 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 Sumatra, Indonesia. 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. There are no known
          political issues in South Sumatra where the property is located and
          the Company is pleased with the level of cooperation needed to develop
          the project as contemplated.

     5.   Competition is more in the area of ability to sell at world prices,
          that 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.   There are currently 74,312,064 common shares outstanding at September
          15, 2006 out of a total authorized capital of 200,000,000 shares.
          There are 125,687,936 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 from 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 raising additional capital and
          development of its NUP property in Sumatra.

Company's Office

The Company's head office is at 101 Convention Center Drive, Ste 700, Las Vegas,
NV and its administrative offices are at #1209-409 Granville St, Vancouver, BC,
Canada V6C 1T2. Its telephone number is 604-687-4150. The Company also maintains
an office in Bandar Lampung, Sumatra, Indonesia.

                                       5

ITEM 2 - Description of Property

Location and Title

On April 16, 2002, the Company acquired the mining rights to a gold/silver
property from Pt. Napal Umbar Picung known as "NUP". This gold-silver property
is located 48 kilometers south west of Bandar Lampung on the Island of Sumatra,
Indonesia. This is a 733.9 hectare gold-silver property referred to as KP Number
KW. 098PP325. The property has a mineral tenure license for exploration and
exploitation and is held in the name of Napal Umbar Picung, a requirement under
Indonesian law. The KP is in good standing and has been in existence for 10
years. The property is in good standing and all payments required to date,
$200,000, have been made. The total purchase price for mining rights to the NUP
property is $375,000 and currently, a balance of $175,000 is outstanding.

On December 10, 2003, the Company and its 20% partner, PT Metro Astatama,
acquired the mining rights to a gold/silver property from Pt Karya Bukit Utama
of Bandar Lampung, Sumatra. This property is directly adjoining the "NUP"
property above and consists of a total of 933.3 hectares over two KP's. As
indicated above, work on this property ceased pursuant to Notice to Terminate
Agreement issued to Pt. Metro Astatama on January 10, 2005 after poor testing
results.

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

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, 2005       $0.09             $0.07
        Dec  31, 2005       $0.08             $0.07
        March 31,2006       $0.12             $0.11
        June 30, 2006       $0.09             $0.09

As of August 29,2006, there were 48 holders of record of the Company's common
stock. That does not include the number of beneficial holders whose stock is
held in the name of broker-dealers or banks. As of August 28, 2006, there are
50,707,132 shares in broker/dealer accounts.

                                       6

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

Equity Compensation Plan Information

During the fiscal year the Company has adopted a 2006 Stock Option Plan - #7,
duly approved on January 24, 2006 by the Board of Directors. The Plan provides
that the Board shall exercise its discretion in awarding options under the Plan,
not to exceed 8,000,000 shares. The directors authorized options of 1,500,000 to
Peter Bojtos, and 1,000,000 each to Robert Dinning and advisor to the board,
Brant Little.

The Company still has outstanding options from previous plans adopted.

In August, 2000, Stock Option Plan #1 was created for a total of 5,000,000
shares. At the present time there are still 1,000,000 options outstanding and
they are held by two directors. Mr. Dinning, a director, has 700,000 stock
options, Mr. Kelleway, a director, has 300,000. Mr. Kelleway's option is at
$0.08 per share while the option of Mr. Dinning is at $0.14 per share.

In May, 2002, Stock Option Plan #2 was created for 5,000,000 shares. At the
present time there are still 300,000 options outstanding and they are held by
two directors, being Robert Lee for 200,000 and Robert Dinning for 100,000
shares. The price on these options was $0.09 per share.

In December, 2002, Stock Option Plan #3 was created for 7,500,000 shares. At the
present time there are still 250,000 options outstanding and they are held by
Mr. Brant Little, consultant. The price on these options was $0.054 per share.

In September, 2003, Stock Option Plan #4 was created for 10,000,000 shares. All
shares in this plan have been exercised. The price on these options was $0.06
per share.

In June, 2004, Stock Option Plan #5 was created for 5,000,000 shares. At the
present time, there are still 3,500,000 options outstanding and they are held by
Mr. Dinning, 1,000,000, and the balance is held by Mr. Little. The price for Mr.
Dinning is $0.16 while the options for Mr. Little are at $0.08 per share.

In May, 2005, Stock Option Plan #6 was approved by shareholders at a general
shareholders meeting,who also approved the issuance of 2,000,000 stock options
to Mr. Dinning at $0.08 per share.

In May, 2006, Stock Option Plan #7 was created for 8,000,000 shares. Options
were granted to Peter Bojtos, 1,500,000 options, Robert Dinning, 1,000,000,
Brant Little, advisor to the board, 1,000,000 and Robert Lee Jr. 500,000
options. The price for the above options is $0.08 per share.

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.

                                       7

Plan category           Number of securities to   Weighted average     Number of securities
                        be issued upon exercise   exercise price of    remaining available for
                        of outstanding options,   outstanding options, future issuance
                        warrants and rights       warrants and rights

Equity compensation plans
approved by security            2,000,000                  0.09              0
holders

Equity compensation plans
not approved by security        9,050,000                  0.11          3,975,000
holders

Total                          11,050,000                  0.11          3,975,000

The directors in total, hold 6,800,000 of the outstanding options of
11,050,000 at June 30, 2006 and a consultant, and an advisor to the board hold
the remaining 4,250,000 options.

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

General Overview

Apolo Gold & Energy Inc. ("Company") was incorporated in March 1997 under the
laws of the State of Nevada. Its objective was to pursue mineral properties in
South America, Central America, North America and Asia. The Company incorporated
a subsidiary - Compania Minera Apologold, C.A in Venezuela to develop a
gold/diamond mining concession in Southeastern Venezuela. Development work was
terminated in August 2001, due to poor testing results and the property
abandoned. This subsidiary company has been inactive since 2001 and will not be
reactivated.

On April 16, 2002, the Company announced the acquisition of the mining rights to
a property known as the Napal Gold Property, ("NUP"). This property is located
48 km south-west of Bandar Lampung, Sumatra, Indonesia. The property consists of
733.9 hectares and possesses a Production Permit (a KP) # KW. 098PP325. There
has been previous exploration work carried out, consisting of approximately 50
trenches, from 100 feet to 1,000 feet, across the mineralization, and 7 parallel
veins have been exposed by trenching across mineralized zones. The Napal Gold
Property is in an area in Indonesia with a history of mining activity. Several
major mining companies are active in Indonesia where the highlights include; the
ability to control mineral rights and their development, low cost operations,
and in a country with a history of mining success that encourages foreign
investment and redemption of capital.

The terms of the Napal Gold Property call for a total payment of $375,000 US
over a six-year period of which a total of $250,000 have been made to date.
Payments of $25,000 are due in March and September each year until the total
obligation is retired.

In addition to the cash payments, the Company issued 3,000,000 restricted common
shares at $0.11 cents per share for a consideration of $330,000 to PT Metro
Astatama, who are 20% partners in the project. There is no participation by PT
Metro Astatama until the Company recovers all its operating costs, including all
property payments.

During the fiscal year ending June 30, 2003, the Company engaged two independent
consultants to assist in evaluation of the property and to assist in development
of a necessary program to determine values potential operating alternatives.

In the summer of 2002 the Company conducted mapping and sampling on 12 trenches
for a total of 1,189 meters (3,900 ft). This was followed up with a drilling
project of 500 meters (1,640 ft). Sampling results indicated a large area of
good anomalous gold-silver and many lenses of high-grade gold and silver. Over
the past 15 years, other companies have carried out drilling of 36 holes
totaling 10,000 feet on this property. With the additional work done in the
spring and summer of 2003, there are now 43 trenches completed averaging 3 feet
wide, 12 feet deep for a total of 12,000 feet of trenching. There were also in
excess of 2,000 rock samples sent out for analysis. All trenches, drill holes,
and rock samples are from a 5 hectare area on the "NUP" property.

                                       8

As a result of the work program into the fall of 2003, the Company identified a
high-grade zone of about 80,000 tons of gold-silver mineralization which showed
in excess of 7 grams gold per ton and in excess of 160 grams of silver per ton.
On December 10, 2003, the Company, and its partner, PT Metro Astatama, acquired
the mining rights to a property directly adjoining the "NUP" property known as
the "KBU" property. The property mining rights were acquired from PT Karya Bukit
Utama for a down payment of $50,000 plus a payment schedule of $500,000 per year
until the balance is retired. On July 14, 2004, an amendment was executed
whereby the June 30 and December 15, 2004 payments totaling $400,000 were
amended to monthly payments up to February 15, 2005 totaling $400,000. Property
payments of $185,000 were made up to December 31, 2004 and on January 10, 2005,
the Company advised its partner, Pt Metro Astatama, that it was terminating the
agreement under terms of the Agreement.

In February, 2005, the Company signed a Letter of Intent with Balmoral Companies
of Dublin Ohio wherein Apolo Gold & Energy acquired a 22% interest in the rights
to an oil property located in Kazakhstan. When this agreement was executed, it
was the Company's intention to arrange financing and develop the property in
Kazakhstan known as "2D in BOZINGEN 28. Blok" near the town of Kizilorda,
Kazakhstan. As part of any financing, and as a condition of its agreement with
Profit Company Limited, it was necessary that Profit Limited Company provide
technical data to Apolo Gold & Energy Inc. This was not forthcoming and the
Company advised Profit Company Limited it was terminating the agreement.

On June 28, 2005, the Company executed an Investment Agreement with Dutchess
Private Equities Fund, II, LP for up to $10,000,000 in equity financing. Equity
financing is required as the Company advances its development of its NUP
property in Sumatra, Indonesia and pursues other mining opportunities. The
contemplated financing required a registration statement which was filed and
went effective October 31, 2005 with Dutchess Private Equities Fund, II,LP.
Funding in the amount $229,344 was completed during the period the SB2 was
effective and on July 17, 2006, the Company terminated the financing arrangement
with Dutchess Private Equities Fund and filed a Registration Withdrawal
Statement with the SEC.

On August 19, 2005, the Company signed a Letter of Intent with Atna Resources
Ltd of Vancouver BC, Canada regarding the Beowawe Project in Nevada. Under the
terms of the Letter of Intent, Apolo Gold & Energy will invest approximately
$2,200,000 over a four year period to earn a 55% interest. Should Apolo
undertake a bankable feasibility study, its interest will increase to 70%. Under
terms of the Letter of Intent, Apolo had a 30 day window to conduct a
preliminary review of data and visit the property to satisfy itself of the
viability of proceeding with the project. Following this, the Company entered
into a Joint Venture Agreement with Atna Resources Ltd on September 21, 2005.
The Company issued 100,000 restricted common shares to Atna Resources Ltd on
November 17, 2005 as part of the Joint Venture Agreement. The program requires
the Company to spend a minimum of $250,000 in the first year of a four year
exploration program. The second year program calls for $350,000, the third year
calls for $450,000 and the fourth year calls for $650,000.

The Company hired a consulting geologist who has created a work program for the
first year of drilling on Beowawe property. The Company expects to complete its
first year of drilling by the end of October 2006.

The Company intends to raise additional capital in order to ensure it has the
resources to execute its plans for exploration as outlined above. The Company is
exploring loans, equity and joint ventures as possible alternatives. There is no
assurance that said funds can be obtained for the program.

                                       9

The Company recognizes it may not have sufficient funds to carry out its
proposed programs and there is no assurance that the necessary funds required
will be acquired.

On July 19, 2006 the Company entered into a Memorandum of Understanding with
Yingchang Gold Ore of Pingwu, Sichuan, China. Under terms of the Understanding,
the Company will have a 90 day period to review mining data and conduct whatever
testing it feels necessary in order to assess the potential of the property. The
property is located 100 miles north fo Chengdu, the capital of Sichuan. The
concession is 8.5 kilometers in length and was discovered in 1993 with
operations commencing in 2004. Yingchang advises that production in 2004
amounted to one tonne of gold and in 2005 production amounted to three tones of
gold. Each tonne contains approximately 32,000 ounces of gold.

SRK Consulting of Lakewood Colorado have been hired to carry out a preliminary
study on the property and one of their consultants has already visited the
property.

Results of Operations - Period From July 01, 2005 to June 30, 2006

REVENUES: The Company had no revenues in the past fiscal year as it focused on
continued exploration of the adit on NUP by completing necessary testing,
including trenching, sampling, and preparation for further drilling.

During the fiscal year ending June 30, 2006 the Company had exploration costs
of $401,981 as compared to $487,108 the previous year. This covered exploration
costs on NUP, Beowawe and costs pertaining to analysis of a property in Sichuan
Province in China. This included the cost of all consultants engaged regarding
the development of the properties, all property payments, underground adit
costs, and the cost of trenching, mapping, drilling, and labour costs, etc.

EXPENSES: During the year ending June 30 2006, the Company incurred total
expenses of $1,404,004, compared to $1,018,390 the previous year.

These expenses were all related to exploration costs re the Napal Gold Property
in Indonesia, the Beowawe Property in Nevada and expenses incurred to date
regarding the Memorandum of Understanding signed with Guangxi Taifu Gold Mining
Ltd, in Pingwu County of Sichuan Province, Peoples Republic of China. Subsequent
to the year end, the Company engaged the services of SRK Consulting (U.S.) Inc
of Lakewood Colorado to review and comment on current heap leach operations
currently being performed by Guangxi Taifu Gold Mining Ltd. This review will
encompass a review of geology, mining, heap leaching, environmental,
infrastructure and safety, and recommendations.

Consulting and professional fees were $277,565 compared to $377,235 the previous
year.

Stock compenstion expense was $381,340 in 2006 as compared to $0 in 2005.

The Company continues to carefully control its expenses, and intends to seek
additional financing to ensure it has sufficient resources to undertake its
production program and continue its exploration and development program on the
two properties. There is no assurance that the Company will be successful in its
attempts to raise additional capital. The Company is currently negotiating with
various parties regarding additional financing. The outcome of this is uncertain
at this time.

The Company has no employees in its head office 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. The mine site employs 10 people who are paid weekly in cash as is
the custom in Sumatra.

                                       10

Cash on hand at June 30, 2006 was $197,177 compared to $3,467 in 2005 and the
Company recognizes it may not have sufficient funds to conduct its affairs. It
fully intends to seek financing by way of loans, private placements or a
combination of both in the coming months. Loans and advances are fully secured
and the Company expects these to be settled in the near future.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its development to date by way of sale of common stock
and with loans from a shareholders of the Company. During the past year, the
Company negotiated the settlement of $285,625 in accrued expenses and loans
payable to related parties. These loans have all been converted to common stock,
resulting in a significant improvement in the liquidity position of the Company
compared to June 30, 2005.

At September 15, 2006, the Company had 74,312,064 shares of common stock
Outstanding, and has raised total capital to date of approximately $ 6,500,000.

During the year, the Company raised a total of $859,344 by way of sale of common
stock. In comparison, a total of $90,991 was raised the previous year.
The funds assisted in the underground development of the adit on the NUP
property, exploration on Beowawe in Nevada, and commencement of work on Sichuan
property in China.

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.

INFLATION

Inflation has not been a factor during the fiscal year ending June 30, 2006.
While inflationary forces are showing some signs of increasing in the next year,
it is not considered a factor in capital expenditures or production activities.

                                       11

Item 7. Financial Statements.

                            APOLO GOLD & ENERGY, INC.

                                TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM                                                       F-1

FINANCIAL STATEMENTS

         Consolidated Balance Sheets                                  F-2

         Consolidated Statements of Operations                        F-3

         Consolidated Statement of Stockholders' Equity (Deficit)     F-4

         Consolidated Statements of Cash Flows                        F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            F-8

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

             Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Apolo Gold &
Energy, Inc. (formerly known as Apolo Gold, Inc.), an expoloration stage company
and Nevada corporation, as of June 30, 2006 and 2005, and the related
consolidated statements of operations, cash flows, and stockholders' equity
(deficit) for the years then ended and for the period from April 16, 2002
(inception of exploration stage) through June 30, 2006. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 & Energy,
Inc. as of June 30, 2006 and 2005, and the results of its operations and its
cash flows for the years then ended and for the period from April 16, 2002
(inception of exploration stage) through June 30, 2006, 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 2 to the
financial statements, the Company has no revenues and limited cash. In addition,
the Company's significant operating losses raise substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters also are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
--------------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
September 27, 2006

                                      F-1

APOLO GOLD & ENERGY INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------------------

                                                                  June 30,       June 30,
ASSETS                                                              2006          2005
                                                                -----------    -----------
     CURRENT ASSETS
        Cash                                                    $   197,177    $     3,467
        Security deposit                                              4,955             --
        Loans and advances receivable                                28,500         25,000
        Prepaid expenses                                                 --          2,280
                                                                -----------    -----------
           Total Current Assets                                     230,632         30,747
                                                                -----------    -----------

     FIXED ASSETS
        Mining equipment                                             95,174         86,127
        Less accumulated depreciation                               (30,077)       (16,767)
                                                                -----------    -----------
                                                                     65,097         69,360
                                                                -----------    -----------

TOTAL ASSETS                                                    $   295,729    $   100,107
                                                                ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
     CURRENT LIABILITIES
        Accounts payable and accrued expenses                   $    26,964    $    20,226
        Accrued expenses                                                 --         93,500
        Loans payable, related parties                               20,450        158,871
                                                                -----------    -----------
           Total Current Liabilities                                 47,414        272,597
                                                                -----------    -----------

     COMMITMENTS AND CONTINGENCIES                                       --             --
                                                                -----------    -----------

     STOCKHOLDERS' EQUITY (DEFICIT)
        Preferred stock, 25,000,000 shares authorized, $0.001
           par value, none issued                                        --             --
        Common stock, 200,000,000 shares authorized, $0.001
           par value; 74,222,064 and 57,326,552 shares
           issued and outstanding, respectively                      74,222         57,326
        Additional paid-in capital                                6,554,406      4,746,493
        Accumulated deficit prior to exploration stage           (1,862,852)    (1,862,852)
        Deficit accumulated during exploration stage             (4,517,461)    (3,113,457)
                                                                -----------    -----------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                        248,315       (172,490)
                                                                -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            $   295,729    $   100,107
                                                                ===========    ===========

    The accompanying notes are an integral part of these financial statements

                                      F-2

APOLO GOLD & ENERGY INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------------

                                                                                           Period from
                                                                                          April 16, 2002
                                                                                          (Inception of
                                                            Year Ended     Year Ended    Exploration Stage)
                                                              June 30,       June 30,        Through
                                                               2006            2005        June 30, 2006
                                                           ------------    ------------    ------------
REVENUES                                                   $         --    $         --    $         --
                                                           ------------    ------------    ------------
EXPENSES
     Consulting and professional fees                           277,565         377,235       1,149,596
     Exploration costs                                          401,981         487,108       2,044,990
     Stock compensation                                         381,340              --         381,340
     General and administrative expenses                        343,118         154,047         764,342
                                                           ------------    ------------    ------------
        TOTAL EXPENSES                                        1,404,004       1,018,390       4,340,268
                                                           ------------    ------------    ------------

LOSS FROM OPERATIONS                                         (1,404,004)     (1,018,390)     (4,340,268)

OTHER INCOME (EXPENSE)
     Loss on sale of mining equipment                                --              --        (177,193)
                                                           ------------    ------------    ------------

LOSS FROM OPERATIONS                                         (1,404,004)     (1,018,390)     (4,517,461)

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

NET LOSS                                                   $ (1,404,004)   $ (1,018,390)   $ (4,517,461)
                                                           ============    ============    ============

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

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED:     66,364,822      54,112,853
                                                           ============    ============

   The accompanying notes are an integral part of these financial statements

                                      F-3

                            APOLO GOLD & ENERGY INC.
                         (An Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                            Common Stock                                       Accumulated     Accumulated   Accumulated     Total
                                                       ----------------------     Additional                  Deficit Prior   Deficit During    Other      Stockholders'
                                                         Number                     Paid-in     Subscription to Exploration    Exploration   Comprehensive   Equity
                                                        of Shares    Amount         Capital      Receivable      Stage           Stage         Income       (Deficit)
                                                       ----------------------    -------------  ------------ ---------------  -------------  ------------- ------------
Balance, June 30, 2001                                 18,654,580   $  18,654    $   1,265,282    $     -    $ (1,634,303)  $           -     $       -     $ (350,367)

Issuance of common stock for services at an
    average of $0.05 per share                          2,300,000       2,300          112,700          -               -               -             -        115,000

Cancellation of stock used as payment for debt         (3,000,000)     (3,000)         (32,000)         -               -               -             -        (35,000)

Options exercised as payment for services
   at $0.05 per share                                     700,000         700           34,300          -               -               -             -         35,000

Issuance of common stock for debt retirement
   at $0.15 per share                                   4,421,282       4,422          658,771          -               -               -             -        663,193

Issuance of stock for mining rights                     3,000,000       3,000          327,000          -               -               -             -        330,000

Options exercised at $0.07 per common share             2,000,000       2,000          138,000    (70,000)              -               -             -         70,000

Options exercised as payment for services at
   $0.11 per common share                                  20,000          20            2,180          -               -               -             -          2,200

Net loss for the year ended June 30, 2002                       -           -                -          -        (228,549)       (575,370)            -       (803,919)
                                                       -----------  ----------  ---------------  ---------   -------------  --------------  ------------  -------------
Balance, June 30, 2002                                 28,095,862      28,096        2,506,233    (70,000)     (1,862,852)       (575,370)            -         26,107

Options exercised as payment for services at $0.09
   per common share                                       500,000         500           44,500          -               -               -             -         45,000

Subscriptions received                                          -           -                -     70,000               -               -             -         70,000

Options exercised as payment for services at $0.05
   per common share                                     1,300,000       1,300           67,700          -               -               -             -         69,000

Options exercised for cash of $150,000 and services
   at $0.06 per share                                   3,400,000       3,400          201,600          -               -               -             -        205,000

Options exercised as payment of legal services at
   $0.04 per common share                                  39,000          39            1,521          -               -               -             -          1,560
                                                       -----------  ----------  ---------------  ---------   -------------  --------------  ------------  -------------
Balance Forward                                        33,334,862    $ 33,335   $    2,821,554   $      -    $ (1,862,852)  $    (575,370)  $         -   $    416,667

   The accompanying notes are an integral part of these financial statements

                                      F-4

                            APOLO GOLD & ENERGY INC.
                         (An Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                             Common Stock                                     Accumulated      Accumulated   Accumulated     Total
                                                        ----------------------    Additional                  Deficit Prior   Deficit During    Other      Stockholders'
                                                          Number                    Paid-in    Subscription  to Exploration    Exploration   Comprehensive   Equity
                                                         of Shares    Amount        Capital     Receivable      Stage           Stage          Income       (Deficit)
                                                        ----------------------   ------------  ------------ ---------------  -------------  ------------- ------------
Balance Forward                                         33,334,862 $    33,335    2,821,554    $         -    $(1,862,852)  $   (575,370)   $      -     $  416,667

Issuance of stock for services at $0.08 per share          600,000        600        47,400              -              -              -           -         48,000

Issuance of stock for debt at $0.06 per common
   share                                                 2,348,615      2,348       138,568              -              -              -           -        140,916

Options exercised for cash at$0.045 per common
   share                                                 1,111,112      1,111        48,889              -              -              -           -         50,000

Options exercised at $0.05 per share for
   subscription receivable                                 500,000        500        24,500        (25,000)             -              -           -              -

Options exercised as payment for services at
   $0.05 per share                                         400,000        400        19,600              -              -              -           -         20,000

Net loss for the year ended June 30, 2003                        -          -             -              -              -        (730,997)         -       (730,997)

Foreign currency translation gain                                -          -             -              -              -              -         682            682
                                                        ----------  ---------  ------------     ----------    -----------      -----------  ---------   -  -----------
Balance, June 30, 2003                                  38,294,589    38,294      3,100,511        (25,000)    (1,862,852)     (1,306,367)       682        (54,732)

Options exercised as payment for services at $0.05
   per share                                               525,000       525        26,875               -              -              -           -          27,400

Stock subscription paid                                          -         -             -          25,000              -              -           -          25,000

Options exercised at $0.06 per share                    11,125,000    11,125       696,375               -              -              -           -         707,500

Issuance of stock for services at $0.20 per share           25,000        25         4,975               -              -              -           -           5,000

Issuance of stock for property acquisition at
  $0.16 per share                                        1,000,000     1,000       159,000               -              -              -           -         160,000

Stock issued for cash  at $0.30 per share                1,000,000     1,000       299,000               -              -              -           -         300,000

Net loss for the year ended June 30, 2004                        -         -             -               -              -       (788,700)          -        (788,700)

Foreign currency translation gain (loss)                         -         -             -               -              -              -        (682)           (682)
                                                        ----------  ---------  ------------     ----------     -----------     -----------  ---------   -  -----------
Balance, June 30, 2004                                  51,969,589    51,969      4,286,736              -     (1,862,852)     (2,095,067)         -         380,786

Options exercised at an average of $0.11 per share         859,000        859        90,132              -              -              -           -          90,991

Issuance of stock for debt at $0.07 per share            1,088,075      1,088        79,245              -              -              -           -          80,333

Issuance of stock for property acquisition at $0.09
  per share                                              1,500,000      1,500       133,500              -              -              -           -         135,000

Issuance of stock for services at $0.09 per share          150,000        150        13,350              -              -              -           -          13,500

Issuance of stock for services at $0.20 per share           50,000         50         9,950              -              -              -           -          10,000

Options exercised as payment for services at $0.08       1,709,888      1,710       133,580              -              -              -           -         135,290

Net loss for the year ended June 30, 2005                        -          -             -              -              -      (1,018,390)         -      (1,018,390)
                                                        ----------  ---------  ------------     ----------     -----------     -----------  ---------   -  -----------
Balance, June 30, 2005                                  57,326,552  $  57,326  $   4,746,493    $        -     $(1,862,852)    $(3,113,457) $      -     $  (172,490)

    The accompanying notes are an integral part of these financial statements

                                      F-5

                            APOLO GOLD & ENERGY INC.
                         (An Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                     Common Stock                            Accumulated     Accumulated    Accumulated      Total
                                                                 ----------------------     Additional      Deficit Prior   Deficit During    Other       Stockholders'
                                                                  Number                      Paid-in       to Exploration  Exploration    Comprehensive    Equity
                                                                 of Shares     Amount         Capital          Stage           Stage         Income        (Deficit)
                                                                 -----------------------    -----------     --------------  --------------  ------------- ------------
Balance Forward - June 30, 2005                                  57,326,552   $  57,326      $4,746,493     $(1,862,852)    $(3,113,457)    $         -   $ (172,490)

Issuance of stock for services at $0.06 per share                 1,805,000       1,805         116,695               -               -               -       118,500

Issuance of stock for property acquisition at $0.16 per share     1,100,000       1,100          64,900               -               -               -        66,000

Options exercised for cash at $0.07 per common share              1,000,000       1,000          69,000               -               -               -        70,000

Options exercised as payment for services from $0.07 to $0.10
   per share common share                                         1,300,000       1,300         112,700               -               -               -       114,000

Stock issued for cash at $0.10 per share                          5,600,000       5,600         554,400               -               -               -       560,000

Issuance of stock for debt from $0.06 to $0.10 per share          3,726,125       3,726         281,899               -               -               -       285,625

Stock issued for cash from $0.09 to $0.105 per share              2,364,387       2,365         226,979               -               -               -       229,344

Stock options granted                                                     -           -         381,340               -               -               -       381,340

Net loss for the year ended June 30, 2006                                 -           -               -               -      (1,404,004)              -    (1,404,004)
                                                               -------------  ----------   ------------    -------------   -------------  -------------  -------------

Balance, June 30, 2006                                           74,222,064   $   74,222   $  6,554,406      (1,862,852)   $ (4,517,461)  $           -  $     248,315
                                                               =============  ===========  ============    =============   =============  =============  =============

    The accompanying notes are an integral part of these financial statements

                                      F-6

APOLO GOLD  ENERGY INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------------

                                                                                          Period from
                                                                                         April 16, 2002
                                                                                          (Inception of
                                                               Year            Year      Exploration Stage)
                                                              Ended           Ended          Through
                                                           June 30, 2006  June 30, 2005    June 30, 2006
                                                           -------------  ------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                               $(1,404,004)   $(1,018,390)   $    (4,517,461)
    Adjustments to reconcile net loss
        to net cash used by operating activities:
           Depreciation                                         13,310         12,303             30,077
           Loss on sale of mining equipment                         --             --            177,193
           Options exercised for services                      114,000        135,291            276,691
           Stock issued for current debt                       285,625             --            426,541
           Stock issued for officer's wages and services       118,500             --            120,700
           Stock issued for professional services                   --         23,500            247,060
           Stock issued for exploration costs                   66,000        135,000            711,000
           Stock options granted                               381,340             --            381,340
           Expenses paid on behalf of Company                       --             --             42,610
    Decrease (increase) in:
        Prepaid expenses                                         2,280          4,560                 --
        Security deposits                                       (4,955)            --             (4,955)
        Loans and advance receivable                            (3,500)       (25,000)           (28,500)
    Increase (decrease) in:
        Accounts payable                                         6,738         (5,970)            11,484
        Accrued expenses                                       (93,500)        88,958             (5,807)
        Accrued payables, related parties                     (138,421)       101,138            (42,623)
                                                           -----------    -----------    ---------------
Net cash (used) by operating activities                       (656,587)      (548,610)        (2,174,650)
                                                           -----------    -----------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                    (9,047)       (23,636)           (95,174)
                                                           -----------    -----------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from related party loans                           --         24,400             57,733
    Proceeds from borrowings                                        --         84,937             84,937
    Proceed from subscription receivable                            --             --             25,000
    Proceeds from sale of common stock                         859,344         90,991          2,297,835
                                                           -----------    -----------    ---------------
Net cash provided  by financing activities                     859,344        200,328          2,465,505
                                                           -----------    -----------    ---------------

NET INCREASE (DECREASE) IN CASH                                193,710       (371,918)           195,681

Cash, beginning of year                                          3,467        375,385              1,496
                                                           -----------    -----------    ---------------

Cash, end of year                                          $   197,177    $     3,467    $       197,177
                                                           ===========    ===========    ===============

NON-CASH INVESTING AND FINANCING ACTIVITIES:

    Note receivable from sale of mining equipment          $        --    $        --    $        45,000

    The accompanying notes are an integral part of these financial statements

                                      F-7

APOLO GOLD  ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Apolo Gold  Energy, Inc. formerly known as Apolo Gold, Inc. (hereinafter "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 administrative offices in
Vancouver, British Columbia, Canada. In 1997, the Company formed a subsidiary
corporation (Apologold C.A.) in Venezuela, which was originally used to acquire
a Venezuelan mining property. The subsidiary had no financial transactions
during the years ended June 30, 2006 and 2005.

On April 16, 2002, the Company signed an agreement to enter into a joint venture
with PT Metro Astatama, a limited liability corporation, incorporated under the
laws of Republic of Indonesia. Upon signing this agreement, the Company entered
a new exploration stage and commenced exploration of the Napal Gold Property,
not yet under production. See Note 3.

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.

Basic and Diluted Loss Per Share
--------------------------------
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share are the same, as inclusion of common stock equivalents would be
antidilutive.

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

                                      F-8

APOLO GOLD  ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

Concentration of Risk
---------------------
The Company maintains its cash accounts in primarily one commercial bank in
Vancouver, British Columbia, Canada. The Canadian dollar account is insured up
to a maximum of $60,000 per account. However, the Company's business checking
account, which is maintained in United States dollars has an uninsured balance
of $44,800.

Derivative Instruments
----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (hereinafter "SFAS No. 133"), 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", and SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
These statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. They require that an entity recognize all
derivatives as either assets or liabilities in the 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, 2006 and 2005, the
Company has not engaged in any transactions that would be considered derivative
instruments or hedging activities.

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.

Exit or Disposal Activities
---------------------------
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" (hereinafter "SFAS No. 146"). SFAS No. 146
addresses significant issues regarding the recognition, measurement, and
reporting of costs associated with exit and disposal activities, including
restructuring activities. SFAS No. 146 also addresses recognition of certain
costs related to terminating a contract that is not a capital lease, costs to
consolidate facilities or relocate employees, and termination benefits provided
to employees that are involuntarily terminated under the terms of a one-time
benefit arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 was issued in June 2002 and is
effective for activities after December 31, 2002. There has been no impact on
the Company's financial position or results of operations from adopting SFAS No.
146.

                                      F-9

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

Exploration Stage
-----------------
The Company began a new exploration stage on April 16, 2002 at which time it
commenced the exploration of the Napal Gold Property, which is not yet under
production.

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

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 rate
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.

Going Concern
-------------
As shown in the financial statements, the Company incurred a net loss of
$1,404,004 for the year ended June 30, 2006 and has an accumulated deficit of
$6,380,313 since inception of the Company. The Company currently has no
operating mining properties, has no revenues, and has limited cash resources.

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 1.

The Company's management believes that it will be able to generate sufficient
cash from public or private debt or equity financing for the Company to continue
to operate based on current expense projections.

                                      F-10

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

Impaired Asset Policy
---------------------
In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144"). SFAS No. 144
replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of." This standard establishes a single
accounting model for long-lived assets to be disposed of by sale, including
discontinued operations. SFAS No. 144 requires that these long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or discontinued operations. 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. As of June 30, 2006 and 2005, no
impairment was deemed necessary.

Mineral Exploration and Development Costs
-----------------------------------------
All exploration expenditures are expensed as incurred. Significant property
acquisition payments for active exploration properties are capitalized. If no
ore body able to be mined 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.

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its dormant subsidiary, Apologold C.A. Apologold C.A. has been abandoned and
there has been no activity in this subsidiary.

Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (hereinafter "SFAS No. 109"). Under this approach, deferred income taxes
are recorded to reflect the tax consequences in 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, 2006, the Company had net deferred tax assets calculated at an
expected rate of 33% of approximately $2,105,000 principally arising from
approximate net operating loss carry forward of $6,380,000 for income tax
purposes, which expire in the years 2015 through 2026. 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 recorded. The significant components of
the deferred tax asset at June 30, 2006 and June 30, 2005 were as follows:

                                      F-11

APOLO GOLD  ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

                                                  June 30, 2006    June 30, 2005
                                                   -----------      -----------
Net operating loss carry forward                   $ 6,380,000      $ 5,000,000
                                                   ===========      ===========

Deferred tax asset                                 $ 2,105,000      $ 1,650,000
Deferred tax asset valuation allowance             $(2,105,000)     $(1,650,000)
                                                   -----------      -----------
 Net deferred tax asset                            $        --      $        --
                                                   ===========      ===========

The change in the allowance account from June 30, 2005 to June 30, 2006 was
$455,000.

Reclamation Costs
-----------------
Although Venezuela requires that a bond be posted prior to depletion of mineral
reserves, the Company elected not to post a bond for its Venezuelan property,
which was subsequently abandoned. Management is confident that there is no
further liability related to this site.

Recent Accounting Pronouncements
--------------------------------
In March 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 156, "Accounting for Servicing of Financial
Assets--an amendment of FASB Statement No. 140." This statement requires an
entity to recognize a servicing asset or servicing liability each time it
undertakes an obligation to service a financial asset by entering into a
servicing contract in any of the following situations: a transfer of the
servicer's financial assets that meets the requirements for sale accounting; a
transfer of the servicer's financial assets to a qualifying special-purpose
entity in a guaranteed mortgage securitization in which the transferor retains
all of the resulting securities and classifies them as either available-for-sale
securities or trading securities; or an acquisition or assumption of an
obligation to service a financial asset that does not relate to financial assets
of the servicer or its consolidated affiliates. The statement also requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable, and permits an entity to choose either
the amortization or fair value method for subsequent measurement of each class
of servicing assets and liabilities. The statement further permits, at its
initial adoption, a one-time reclassification of available for sale securities
to trading securities by entities with recognized servicing rights, without
calling into question the treatment of other available for sale securities under
Statement 115, provided that the available for sale securities are identified in
some manner as offsetting the entity's exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted
as of the beginning of an entity's fiscal year. Management believes the adoption
of this statement will have no immediate impact on the Company's financial
condition or results of operations.

                                      F-12

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

In February 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial
Instruments, an Amendment of FASB Standards No. 133 and 140" (hereinafter "SFAS
No. 155"). This statement established the accounting for certain derivatives
embedded in other instruments. It simplifies accounting for certain hybrid
financial instruments by permitting fair value remeasurement for any hybrid
instrument that contains an embedded derivative that otherwise would require
bifurcation under SFAS No. 133 as well as eliminating a restriction on the
passive derivative instruments that a qualifying special-purpose entity ("SPE")
may hold under SFAS No. 140. This statement allows a public entity to
irrevocably elect to initially and subsequently measure a hybrid instrument that
would be required to be separated into a host contract and derivative in its
entirety at fair value (with changes in fair value recognized in earnings) so
long as that instrument is not designated as a hedging instrument pursuant to
the statement. SFAS No. 140 previously prohibited a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. This
statement is effective for fiscal years beginning after September 15, 2006, with
early adoption permitted as of the beginning of an entity's fiscal year.
Management believes the adoption of this statement will have no immediate impact
on the Company's financial condition or results of operations.

In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections," (hereinafter "SFAS No. 154") which replaces Accounting Principles
Board Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion
No. 28". SFAS No. 154 requires that changes in accounting principle be applied
retrospectively to prior period financial statements and is effective for fiscal
years beginning after December 15, 2005. Management does not expect SFAS No. 154
to have an immediate material impact on the Company's financial position,
results of operations, or cash flows.

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

Segment Information
-------------------
The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
(hereinafter "SFAS No. 131") 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. The Company has abandoned its only operating mining
property and has no operating segments at this time.

                                      F-13

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

Stock Based Compensation
------------------------
In December 2004, the Financial Accounting Standards Board issued a revision to
Statement of Financial Accounting Standards No. 123R, "Accounting for Stock
Based Compensations (SFAS No. 123)." This statement supersedes APB Opinion No.
25, "Accounting for Stock Issued to Employees," and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in
Statement of Financial Accounting Standards No. 123. This statement does not
address the accounting for employee share ownership plans, which are subject to
AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock
Ownership Plans." As of June 30, 2006, the Company recognized $381,340 in stock
compensation expense.

Until the Company was required to adopt SFAS No. 123 (R) in January 2006, the
Company accounted for stock issued for compensation in accordance with APB 25,
"Accounting for Stock Issued to Employees." 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 and is recognized when options are
exercised. In accordance with Statement of Financial Accounting Standards No.
123(R), "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. See Note 7.

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure" (hereinafter "SFAS No. 148"). SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, the statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosure in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of the statement are effective for
financial statements for fiscal years ending after December 15, 2002. As the
Company accounts for stock-based compensation using the intrinsic value method
prescribed in APB No. 25, "Accounting for Stock Issued to Employees", the
adoption of SFAS No. 148 has had no material impact on the Company's financial
condition or results of operations.

                                      F-14

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

NOTE 3 - MINERAL PROPERTIES

Indonesia
---------
On April 8, 2002, the Company signed an agreement to enter into a joint venture
with PT Metro Astatama, a limited liability corporation, incorporated under the
laws of Republic of Indonesia. The agreement enables the joint venture to
acquire the mining rights on the property known as the Napal Gold Property,
located in Sumatra, Indonesia. In exchange for a commitment for future
incremental cash payments totaling $375,000, payable over six years, and
3,000,000 shares of the Company's restricted common stock, the Company will
receive 734 hectares with a production permit number KW-098PP325 (KP) in place.
Although preliminary sampling on the property indicated the presence of gold,
significant additional work will be required to gain a better overview of the
potential of the property. According to the agreement, the Company will retain
80 percent of the net profits once production commences.

As of June 30, 2006, in accordance with the aforementioned agreement, the
Company had paid $225,000 in cash and issued 3,000,000 shares of its common
stock, with a fair market value of $330,000.

On December 12, 2003, the Company executed an agreement with PT Metro Astatama
to acquire certain property rights in Southern Sumatra, Indonesia. In exchange
for a commitment for future incremental cash payments of $2,500,000 and
3,000,000 shares of the Company's restricted common stock, the Company will
receive 933 hectares with production permit numbers KP-96PP0082 and KP-96PP0083
in place. The Company will assume all rights previously granted to PT Metro and
will acquire an 80% net profits interest, while PT Metro retains the remaining
20%. This agreement was terminated January 10, 2005.

As of June 30, 2006, in accordance with the aforementioned agreement, the
Company had paid $300,000 in cash, and issued 1,000,000 shares of its common
stock, with a fair market value of $200,000 at the time of issuance.

The Company has recorded its mineral property costs as exploration expenses
because there are no professional engineering studies evidencing proven and
probable reserves for its mineral properties.

NOTE 4 - PROPERTY AND EQUIPMENT

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144"). SFAS No. 144
replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." This standard establishes a single
accounting model for long-lived assets to be disposed of by sale, including
discontinued operations. SFAS No. 144 requires that these long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or discontinued operations. The
Company adopted SFAS No. 144 during the year ended June 30, 2002.

                                      F-15

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (hereinafter "SFAS No. 143"). SFAS No. 143 establishes guidelines
related to the retirement of tangible long-lived assets of the Company and the
associated retirement costs. This statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived assets. The Company adopted SFAS No. 143 during the year ended
June 30, 2002.

Property and equipment are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets. The useful
lives of property, plant and equipment for purposes of computing depreciation
are three to seven years.

Depreciation expense for the year ended June 30, 2006 and 2005 was $13,310 and
$12,303 respectively. The Company evaluates the recoverability of property and
equipment when events and circumstances indicate that such assets might be
impaired. The Company determines impairment by comparing the undiscounted future
cash flows estimated to be generated by these assets to their respective
carrying amounts. Maintenance and repairs are expensed as incurred. Replacements
and betterments are capitalized. The cost and related reserves of assets sold or
retired are removed from the accounts, and any resulting gain or loss is
reflected in results of operations.

NOTE 5 - PREFERRED STOCK

The Company's directors authorized 25,000,000 preferred shares with a par value
of $0.001. The preferred shares will have rights and preferences set from time
to time by the Board of Directors. As of June 30, 2006 and 2005, the Company has
no shares issued and outstanding.

NOTE 6 - COMMON STOCK

The Company is authorized to issue 200,000,000 shares of $0.001 par value common
stock. All shares have equal voting rights, are non-assessable and have one vote
per share. Voting rights are not cumulative and, therefore, the holders of more
than 50% of the common stock could, if they choose to do so, elect all of the
directors of the Company.

                                      F-16

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" (hereinafter
"SFAS No. 150"). SFAS No. 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as liabilities in
statements of financial position. Previously, many of those instruments were
classified as equity. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS No. 150 has had no current effect on the Company's financial
statements.

During the year ended June 30, 2006, options to purchase 1,000,000 shares of
common stock for cash of $70,000 at a price of $0.07 were exercised. In
addition, 5,600,000 common shares were purchased at $0.10 per share for cash of
$560,000. A total of 2,364,387 common shares were sold pursuant to the
registration statement at an average price of $0.97 per share for net proceeds
of $229,344.

During the year ended June 30, 3006, the Company also issued 1,100,000 common
stock shares for property valued at $66,000, 3,726,125 shares for $285,625 of
debt, and 3,105,000 for services valued at $232,500.

During the year ended June 30, 2005, options to purchase 1,709,888 shares of
common stock at an average price of $0.08 per share were exercised in exchange
for services valued at $135,290. Additionally, 859,000 options were exercised to
purchase common stock for cash of $90,991.

During the year ended June 30, 2005, the Company issued 1,088,075 common stock
shares for payment of $80,333 debt, 1,500,000 common stock shares for property
valued at $135,000 and 200,000 shares of common stock for services valued at
$23,500. All stock was issued at its fair market value.

The Company's policy is to record stock at its fair market value on the date of
issuance.

NOTE 7 - COMMON STOCK OPTIONS

The Company has seven common stock option plans: the Apolo Gold, Inc. 2000 Stock
Option Plan; Apolo Gold, Inc. 2002 Stock Option Plan; Apolo Gold, Inc. 2003
Stock Option Plan; Apolo Gold, Inc. 2004 Stock Option Plan; the 2004 Stock
Option Plan #A; and 2005 Stock Option Plan (hereinafter "the Plans") adopted in
July 2000, May 2002, November 2002, September 2003, March 2004, February 2005,
and May 2006 respectively. Their purpose is to advance the business and
development of the Company and its shareholders by enabling employees, officers,
directors and independent contractors or consultants of the Company the
opportunity to acquire a proprietary interest in the Company from the grant of
options to such persons under the Plans' terms. The Plans provide that the
Company's board of directors may exercise its discretion in awarding options
under the Plans, not to exceed 5,000,000 for the 2000 Plan, 5,000,000 for the
2002 Plan, 7,500,000 for the 2003 Plan, 15,000,000 for the 2004 and the 2004A
Plans and 8,000,000 for the 2006 Plan. The Board determines the per share option
price for the stock subject to each option. All options authorized by each plan
must be granted within ten years from the effective date of the Plan.

                                      F-17

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

There is no express termination date for the options, although the Board may
vote to terminate the Plan. The exercise price of the options will be determined
at the date of grant. The following is a summary of the Company's stock option
plans:

                                                                                            Number of
                                                                                            securities
                                            Number of                                       remaining
                                         securities to be        Weighted-average         available for
                                              issued              exercise price         future issuance
   Equity compensation plans not         upon exercise of         of outstanding           under equity
   approved by security holders        outstanding options            options           compensation plans
  --------------------------------     ---------------------     ------------------     -------------------
  2000 stock option plan                          1,500,000           $ 0.14                             -
  2002 stock option plan                          2,100,000           $ 0.10                             -
  2003 stock option plan                            250,000           $ 0.05                             -
  2004  and  2004A  stock option
  plans                                           3,500,000           $ 0.16                             -
  2005 stock option plan                          2,000,000           $ 0.09                             -
  2006 stock option plan                          8,000,000           $ 0.09                     3,975,000
                                       ---------------------                            -------------------
  Total                                          11,050,000                                      3,975,000
                                       =====================                            ===================

The following is a summary of stock option activity:

                                            Number of Shares   Weighted Average
                                                                 Exercise Price
                                          ------------------   ----------------
  Outstanding at June 30, 2004            $      8,460,000      $          0.13
  Granted                                        6,768,888                 0.08
  Exercised                                     (2,568,888)                0.09
  Cancelled                                     (3,310,000)                0.15
                                          ------------------   ----------------
  Outstanding at June 30, 2005                   9,350,000                 0.11
  Granted                                        4,000,000                 0.08
  Exercised                                     (2,300,000)                0.08
                                          ------------------   ----------------
  Outstanding at June 30, 2006            $     11,050,000     $           0.11
                                          ==================   ================

Weighted average fair value of options granted                             0.10
 during 2006                                                   ================

As of June 30, 2006, the Company granted 4,000,000 options, and recorded a
related compensation expense of $381,340 valuing options under SFAS No. 123(R).
During fiscal 2006, the Company issued stock for 1,300,000 options were
exercised for services valued at $114,000 and 1,000,000 were exercised for
$70,000 in cash.

                                      F-18

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

During fiscal 2005, the Company applied APB Opinion 25 in accounting for its
stock option plans. Accordingly, no compensation or consulting costs have been
recognized for the plan in fiscal 2005. The Company granted 6,768,888 during the
year ended June 30, 2005. Of the options issued, 1,709,888 were issued and
exercised for services valued at $135,291 and 859,000 were exercised for $90,991
in cash.

If compensation or consulting costs had been determined on the basis of fair
value pursuant to SFAS No. 123, net loss and earnings per share would have been
changed as follows:

                                                             Year Ended
                                                            June 30, 2005
                                                          ------------------
      Net Loss:
               As reported                                $      (1,018,361)
               Pro forma                                  $      (1,423,091)
      Basic and diluted net loss per share:
               As reported                                $           (0.02)
               Pro forma                                  $           (0.03)

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 for 2006 and 2005: risk-free interest rate is 4%,
volatility is 159.76%, 135.04%, respectively, and expected life is 1.5 to 5
years.

NOTE 8 - RELATED PARTIES

During the year ended June 30, 2005, a related party paid expenses of $158,871
on behalf of the Company. This amount, which is unsecured and non-interest
bearing, is listed as a related party loan in the accompanying balance sheet.

During the year ended June 30, 2006, the Company issue stock in settlement of
$285,625 in debt.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Lease
---------------
The Company leases office facilities in Vancouver, British Columbia under a two
year operating lease expiring February 28, 2008 that provides for monthly
payments of approximately $1,800 in U.S. dollars. During the year ended June 30,
2005, lease expense totaled approximately $17,150.

Foreign Operations
------------------
The accompanying balance sheet at June 30, 2006 includes $197,177 of cash in
Canada and $95,174 of equipment, primarily in Indonesia. Although these
countries are considered economically stable, it is always possible that
unanticipated events in foreign countries could disrupt the Company's
operations.

                                      F-19

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2006
--------------------------------------------------------------------------------

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.

On June 28, 2005, the Company executed an investment agreement with Dutchess
Private Equities Fund, II, LP for up to $10,000,000 in equity financing. During
the year, the Company sold through Dutchess Private Equities Fund, 11, LP, a
total of 2,364,387 common shares for a total consideration of $229,344. On July
17, 2006, the Company filed a registration withdrawal statement with the SEC
cancelling the registration statement and returning the registered shares to
treasury.

                                      F-20

Item 8a.  Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer / Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

On or about June 30, 2006, the end of the period of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer /
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

There have been no material changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

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
----                ---  --------                                   ------------
Peter Bojtos        57   Director Chairman,President & CEO               2006
Robert G. Dinning   67   Director Chief Financial Officer, Secretary     2000
Robert E. Lee       71   Director                                        1997
David Yu            50   Director                                        2006
Glenn Kelleway      45   Director                                        2005

Business Experience

Peter Bojtos.

Mr. Bojtos is Profesional Engineer and a graduate of Leicester University,
England with a B.Sc. Honours degree in Geology. He is a member of the
Institution of Mining and Metallurgy, England, and a member of the Canadian
Institute of Mining, Metallurgy and Petroleum. Mr. Bojtos has over 30 years of
worldwide experience in the mining industry from exploration through the
feasibility study stage to mine construction, operations and decommissioning.

Mr. Bojtos is a director of several resource companies, including Queenstake
Resources Ltd, Asian Mineral Resources Ltd, Birim Goldfields Inc, Fischer-Watt
Gold Co, Vaaldiam Resources Ltd and US Gold Inc.

Mr. Bojtos was appointed Chairman, President, and CEO on February 1, 2006,
replacing Mr. Martial Levasseur, who was a founder of the Company who retired.

                                       12

Robert G. Dinning C.A.

Mr. Dinning is a Chartered Accountant, and a life time member of the Alberta
Institute of Chartered Accountants. Mr. Dinning has Operated his own Business
and Management Consulting business since 1977, in the forestry, mining, and
software/high tech industries. Mr. Dinning has been active as a Director and
Officer and consultant in various public companies over the past 36 years. Prior
to commencing his consulting business, Mr. Dinning was CFO and Secretary of a
large publicly traded broadcast and sports Entertainment Company.

Robert E. Lee.

Dental Surgeon from 1961 until 1991 when he retired from practice.

1993 - 2002      President of La Rock Mining Corp, of Vancouver BC. Handled
                 all administration and continued assessment of property
                 known as Brandy Wine.  Company now called Auramex Resource
                 Corp where Mr. Lee currently serves as a director.

David Yu

Mr. Yu is a resident of Hong Kong and is an experienced independent financial
professional with over 30 years experience in the securities, Commodities, and
foreign exchange trading business. He has previously been employed by Rothschild
& Sons, Shearson American Express and Citibank. He is an international
consultant who assists the Chinese government in the negotiation of long-term
agreements with oil producing countries in Africa. He focuses primarily in
Chinese government-backed investment in economic development, trade and
infrastructure projects for these countries. He is working on similar
arrangements in South America and in Indonesia

Mr.Yu recently acquired 5,600,000 restricted common shares of the Company in a
transaction that closed in January 2006. Mr. Yu became a director in March 2006.

Glen Kelleway

Mr. Kelleway was appointed at annual shareholders meeting and possesses a 15
year background in mining and forestry, as well as startup companies in high
technology. He brings a financial background to his mining experience.

(b) Significant Employees:

Brant Little, Advisor to the Board.

Mr. Little has been an advisor to the Board for 4 years and brings to the
Company over 25 years of Investment Banking experience. His experience is
primarily related to precious metals resource companies and he has raised in
excess of $100 million for various companies during this time.

                                       13

Committees: Meetings of the Board

The Company does not have a separate Compensation Committee, Audit Committee or
Nominating Committee. These functions are done by the Board of Directors meeting
as a whole. The Company's Board of Directors held both in person meetings during
the fiscal year ended June 30, 2006 and meetings by telephone. All corporate
actions by the Board of Directors were unanimously consented to at meetings or
in writing after telephone discussion.

Audit Committee

The board of directors has not established an audit committee. The functions of
the audit committee are currently performed by the entire board of directors.
The Company is under no legal obligation to establish an audit committee and has
elected not to do so at this time so as to avoid the time and expense of
identifying independent directors willing to serve on the audit committee. The
Company may establish an audit committee in the future if the board determines
it to be advisable or we are otherwise required to do so by applicable law, rule
or regulation.

As the board of directors does not have an audit committee, it therefore has no
"audit committee financial expert" within the meaning of Item 401(e) of
Regulation S-B. except its chief financial officer. In general, an "audit
committee financial expert" is an individual member of the audit committee who:

*    understands generally accepted accounting principles and financial
     statements,

*    is able to assess the general application of such principles in connection
     with accounting for estimates, accruals and reserves,

*    has experience preparing, auditing, analyzing or evaluating financial
     statements comparable to the breadth and complexity to our financial
     statements,

*    understands internal controls over financial reporting, and

*    understands audit committee functions.

Board of Directors Independence

Two of the Company's directors are "independent" within the meaning of
definitions established by the Securities and Exchange Commission or any
self-regulatory organization. These directors are David Yu and Glen Kelleway.
The Company is not currently subject to any law, rule or regulation requiring
that all or any portion of its board of directors include "independent"
directors.

Director Nominees

The Company does not have a nominating committee. The board of directors,
sitting as a board, selects those individuals to stand for election as members
of our board. Since the board of directors does not include a majority of
independent directors, the decision of the board as to director nominees is made
by persons who have an interest in the outcome of the determination. The board
will consider candidates for directors proposed by security holders, although no
formal procedures for submitting candidates have been adopted. Until otherwise
determined, not less than 90 days prior to the next annual board of directors'
meeting at which the slate of board nominees is adopted, the board accepts
written submissions that include the name, address and telephone number of the
proposed nominee, along with a brief statement of the candidate's qualifications
to serve as a director and a statement of why the shareholder submitting the
name of the proposed nominee believes that the nomination would be in the best
interests of shareholders. If the proposed nominee is not the security holder
submitting the name of the candidate, a letter from the candidate agreeing to
the submission of his or her name for consideration should be provided at the
time of submission. The letter should be accompanied by a resume supporting the
nominee's qualifications to serve on the board of directors, as well as a list
of references.

                                       14

The board identifies director nominees through a combination of referrals,
including by management, existing board members and security holders, where
warranted. Once a candidate has been identified the board reviews the
individual's experience and background, and may discuss the proposed nominee
with the source of the recommendation. If the board believes it to be
appropriate, board members may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted for shareholders for election
to the board.

Among the factors that the board considers when evaluating proposed nominees are
their experience in the information technology industry, knowledge of and
experience with and knowledge of and experience in business matters, finance,
capital markets and mergers and acquisitions. The board may request additional
information from the candidate prior to reaching a determination. The board is
under no obligation to formally respond to all recommendations, although as a
matter of practice, it will endeavor to do so.

The board received no security holder recommendations for nomination to the
board of directors in connection with the 2005 annual meeting of shareholders.
There were four director nominees for the 2005 annual meeting of shareholders,
all of whom were incumbent directors standing for reelection. In addition, there
was one director, Glenn Kelleway, was appointed to the board of directors
subsequent to the conclusion of the annual shareholder meeting.

During the year, Mr. Martial Levasseur resigned as a Director and as President
and CEO. Mr. Levasseur was a founder of the Company and had spent over 40 years
in the mining industry. Mr. Rodney Kincaid also resigned during the year to
concentrate on his various business interests. Additions to the Board of
Directors during the past year were Peter Bojtos and David Yu.

Security Holder Communications with our Board of Directors

The Company provides an informal process for security holders to send
communications to our board of directors. Security holders who wish to contact
the board of directors or any of its members may do so by writing to Apolo Gold
Inc., Suite 1209-409 Granville Street, Vancouver BC, Canada V6C 1T2.
Correspondence directed to an individual board member is referred, unopened, to
that member. Correspondence not directed to a particular board member is
referred, unopened, to the Chairman of the Board.

Code of Ethics

Under the Sarbanes-Oxley Act of 2002 and the Securities and Exchange
Commission's related rules, the Company is required to disclose whether it has
adopted a code of ethics that applies to the Company's principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions. The Company has adopted a code of
ethics that applies to its chief executive officer, chief financial officer and
other officers, legal counsel and to any person performing similar functions.
The Company has made the code of ethics available and intends to provide
disclosure of any amendments or waivers of the code within five business days
after an amendment or waiver on the Company's website wwww.apologold.com.

                                       15

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

To our knowledge, during the fiscal year ended June 30, 2006 our Directors and
Officers complied with all applicable Section 16(a) filing requirements except
all three directors did not timely file a Form 4 re granting of Options which
were reported on Form 5. This statement is based solely on a review of the
copies of such reports that reflect all reportable transactions furnished to us
by our Directors and Officers and their written representations that such
reports accurately reflect all reportable transactions.

Family Relationships

There is no family relationship between any Director, executive or person
nominated or chosen by the Company to become a Director or executive officer.

Item 10. Executive Compensation

     The following table shows for the fiscal years ending June 30, 2006, 2005
and 2004, the compensation awarded or paid by the Company to its Chief Executive
Officer. No executive officers of the Company had total salary and bonus
exceeding $100,000 during such year.

 ----------------------------------------------------------------------------------------------------------------
                           Summary Compensation Table
 ----------------------------------------------------------------------------------------------------------------
                                                                     Long Term Compensation
 ----------------------------------------------------------------------------------------------------------------
                                 Annual Compensation                 Awards              Payouts
-----------------------------------------------------------------------------------------------------------------
                                                  Other Annual      Securities
                                          Salary  Compensation ($)  Underlying
Name and Principle Position        Year     ($)                     Options (#)       All Other Compensation ($)
-----------------------------------------------------------------------------------------------------------------
Peter Bojtos  President/CEO      2006     25,000       0             1,500,000 Common             0
-----------------------------------------------------------------------------------------------------------------
Martial Levasseur President/CEO  2005     36,000                       Nil                        0
-----------------------------------------------------------------------------------------------------------------
Martial Levasseur President/CEO  2004     24,000       0             1,000,000 Common     $12,000 paid in
                                                                                         restricted stock.
-----------------------------------------------------------------------------------------------------------------

Above options for 1,000,000 were cancelled in February, 2005. Above options
totaling 700,000 were exercised in January 2006.

--------------------------------------------------------------------------------------------------------------
Option Grants in Last Fiscal Year June 30, 2006
--------------------------------------------------------------------------------------------------------------
Individual Grants
--------------------------------------------------------------------------------------------------------------
Name                              Number of
                                Common Shares
                                 Underlying
                                 Options         % of Total Options Granted in    Exercise Price    Expiration
                                 Granted (#)     Fiscal Year ended June 30, 2006  ($/Sh)            Date

---------------------------------------------------------------------------------------------------------------
Peter Bojtos                      1,500,000                                        $0.08 per Share

Robert Dinning,                   1,000,000                  34.4%                 $0.08 per Share   02/02/10
CFO, Director
--------------------------------------------------------------------------------------------------------------

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option/Values The following table sets forth the number and value of the
unexercised options held by each of the Named Executive Officers and Directors
at June 30, 2006 and as of June 30, 2005.

                                       16

---------------------------------------------------------------------------------------------------------------------
Aggregate Option Exercises in Last Fiscal Year and Option Values
---------------------------------------------------------------------------------------------------------------------
                                     Value       Number of Securities Underlying
                        Shares       Realized    Unexercised Options at FY-End     Value of Unexercised In-the Money
                        Acquired on  at FY-End   June 30, 2006  (#)               Options at June 30, 2006  (1)
Name                    Exercise (#) ($)         Exercisable/Unexercisable        Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------
Robert Dinning,                 0          0     4,800,000 Shares/                 $0
CFO, Director                                    Exercisable
---------------------------------------------------------------------------------------------------------------------
Robert Lee,                     0          0     200,000 Shares/                   $0
Secretary, Dir.                                  Exercisable
---------------------------------------------------------------------------------------------------------------------

     (1) Option value based on the difference between the exercise price of
unexercised options and the closing sale price of $0.06 per share on August 19,
2005.

Compensation of Directors

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

     Other Arrangements: There are no other arrangements.

Employment Contracts and Termination of Employment, And Change-in-control
Arrangements

The Company's officer and directors do not have employment agreements.

Termination of Employment and Change of Control Arrangement

There is no compensatory plan or arrangement in excess of $100,000 with respect
to any individual named above which results or will result from the resignation,
retirement or any other termination of employment with the Company, or from a
change in the control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners holding five percent or
greater of the 58,631,552 shares of common stock outstanding as of June 30,
2006 and of Management assuming the exercise of outstanding options held by
management.

Title of  Name and Address(1)     Position         Amount and Nature     % of
Class     Beneficial Owner                        of Beneficial Owner    Class
--------  -------------------    ----------        -------------------  -------
Common    Peter Bojtos           Director, CEO       1,500,000 (2)       13.81%
          Robert Dinning         Director, CFO       6,703,333 (3)        9.95%
          Robert Lee             Director            2,585,602 (4)        4.51%

          David Yu               Director            5,600,000
          Glen Kelleway          Director              300,000 (5)        0.51%
          Brant Little           Consultant          3,750,000 (6)        6.29%
          All officers and Directors
          as a Group (3 persons)                    20,438,935           27.50%

                                       17

(1)  The Address of the executive officers and directors is that of the Company:
     Suite 1209 - 409 Granville Street, Vancouver, B.C. Canada V6C 1T2

(2)  Represents stock options granted February 1, 2006 to Mr. Bojtos

(3)  Includes a stock option of 700,000 common shares, exercisable at $0.14 per
     share until July 1, 2007, a stock option for 100,000 common shares,
     exercisable at $0.09 per share until June 30, 2007, a stock option for
     1,000,000 common shares exercisable at $0.16 per share until June 10, 2009,
     a stock option for 2,000,000 common shares, exercisable at $0.08 per share
     until February 2, 2010 and a stock option for 1,000,000 exercisable at
     $0.08 per share until February 1, 2111.

(4)  Includes a stock option of 200,000 common shares, exercisable at $0.09 per
     share until June 30, 2007.

(5)  Holdings consist of a stock option of 300,000 common shares, exercisable at
     $0.08 per share until May 15, 2010.

(6)  Includes 350,000 common shares directly in name of Brant Little and
     includes a stock option for 250,000 common shares, exercisable at $0.054
     per share until Dec 2, 2007, a stock option for 1,000,000 common shares,
     exercisable at $0.16 Per share until June 10, 2009 and a stock option for
     1,500,000 common shares, Exercisable at $0.08 per share until February 2,
     2010 and 1,000,000 common shares at $0.08 per share until February 1, 2111.

Item 12. Certain Relationships and Related Transactions:

         None

Item 13. Exhibits and Reports on Form 8-K

A. Exhibits

3.1  Articles of Incorporation (Incorporated by reference from Form 10SB
          Registration filed October 25, 1999)
     3.2  By-Laws effective May 20, 2005 (Incorporated by reference from Current
          Report on Form 8-K filed on May 31, 2005
     3.3  Certificate of Amendment (Incorporated by reference from Annual Report
          on Form 10KSB filed on August 29, 2005.
     10.1 NUP ACQUISITION AGREEMENT (Incorporated by reference from Annual
          Report on Form 10KSB filed on September 30, 2002)
     10.2 KBU ACQUISITION AGREEMENT (Incorporated by reference from Annual
          Report on Form 10KSB filed on August 30, 2004)
     10.3 Addendum to KBU ACQUISITION AGREEMENT(Incorporated by reference from
          Annual Report on Form 10KSB filed on August 30, 2004)
     10.4 Letter of Intent with Atna Resources Ltd dated August 19, 2005
          (Incorporated by reference from Registration Statement on Form SB-2
          filed on October 19, 2005)
     10.5 McKnight Finders Fee Agreement dated August 22, 2005 (Incorporated by
          reference from Registration Statement on Form SB-2 filed on October
          19, 2005)
     10.6 Exploration and Option to Joint Venture Agreement (Incorporated by
          reference from Current Report on Form 8-K filed on September 27, 2005)
     14   Code of Ethics (Incorporated by reference from Annual Report on Form
          10KSB filed on August 27, 2004)
     31.1 Sarbanes Oxley Section 302 Certification from C.E.O.
     31.2 Sarbanes Oxley Section 302 Certification from C.F.O.
     32.1 Sarbanes Oxley Section 906 Certification from C.E.O.

                                       18

B. Reports on Form 8-K:

     During the year the Company filed an 8-K regarding the resignation of
Martial Levasseur and the appointment of Peter Bojtos as Chairman, President and
CEO. This was done on Feb 1, 2006. On January 20, 2006 the Company reported the
purchase of 5,600,000 restricted common shares by David Yu at $0.10 per share.
On July 1, 2006 the Company reported the termination of the financing with
Dutchess Private Equity Fund. The Company withdrew all unsold shares from
registration.

Item 14.  Principal Accountant Fees And Services

Williams & Webster, P.S., Certified Public Accountants, are the Company's
independent auditors to examine the financial statements of the Company for the
fiscal year ending June 30, 2006. Williams & Webster, P.S. has performed the
following services and has been paid the following fees for these fiscal years.

Audit Fees

Williams & Webster, P.S. was paid aggregate fees of approximately $ 27,000
and $20,000 for the fiscal years ended June 30, 2006 and June 30, 2005 for
professional services rendered for the audit of the Company's annual financial
statements and for the reviews of the financial statements included in Company's
quarterly reports on Form 10QSB during these fiscal years.

Audit -Related Fees

Williams & Webster, P.S. was not paid any additional fees for the fiscal
year ended June 30, 2006 for assurance and related services reasonably related
to the performance of the audit or review of the Company's financial statements.

Tax Fees

Williams & Webster, P.S. was not paid any aggregate fees for the fiscal year
ended June 30, 2006 for professional services rendered for tax compliance, tax
advice and tax planning. This service was not provided.

Other Fees

Williams & Webster, P.S. was paid no other fees for professional services
during the fiscal year ended June 30, 2006

                                       19

                                   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:    September 27, 2006
                                /s/ Peter Bojtos
                                --------------------------------------
                                 Peter Bojtos, President/CEO

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/ Petre Bojtos
------------------------
Peter Bojtos               Chairman,President, CEO,           September 28, 2006
                           Director

/s/ Robert G. Dinning
------------------------
Robert G. Dinning          Chief Financial Officer,
                           Secretary, Director                September 28, 2006

/s/ Robert E. Lee
------------------------
Robert E. Lee              Director                           September 28, 2006

/s/ David Yu               Director                           September 28, 2006
------------------------
David  Yu

/s/ Glenn Kelleway         Director                           September 28, 2006
------------------------
Glenn Kelleway

                                       20
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