FORM 10-KSB
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             450 Fifth Street, N.W.
                             Washington D. C. 20549
--------------------------------------------------------------------------------

(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, 2002 OR [ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ______________ TO ______________

                        Commission file number: 000-27791

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

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

                            #1458 - 409 Granville St.
                       Vancouver, British Columbia       V6C 1T2
              ----------------------------------------- ----------
               (Address of principal executive offices) (Zip Code) Issuer's
                     telephone number: 604-687-4150

      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. [ ]

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 (19,327,450 shares) based on the average bid and asked price
as of September 12, 2002 being $0.09 per share: $1,739,470.
                                                -----------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 28,595,862 shares of Common Stock as
of September 12, 2002.

Documents Incorporated by Reference: None




<PAGE>



                    NOTE REGARDING FORWARD LOOKING STATEMENTS

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


PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

History

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

The Company formed a subsidiary, Compania Minera Apologold, C.A. a Venezuela
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 known as Codsa 13, located in the
Gran Sabana Autonomous Municipality, State of Bolivar, Venezuela. The purchase
price for the concession was $3,500,000. A down payment of $50,000 was made on
or about May 30, 1999. A second payment of $50,000 was made November 15, 1999.

Compania Minera Apologold, C.A. negotiated an extension of this agreement to
November 2000 with Empresa Proyectos Mineros Goldma, C.A. revising some of the
Original terms and conditions.

On April 19, 2001, the Company executed an amendment to the 1999 agreement re
CODSA 13 and tested the property from May 1, 2001 to early July 2001. Results
were not acceptable and the Company closed the camp on August 6, 2001. A letter
was delivered to Empresa Proyectos Goldma C.A. advising them that Compania
Minera Apologold, C.A. was abandoning the Codsa 13 site because of poor testing
results. Arrangements have been completed to locally sell the equipment located
in Venezuela.

Subsequent to the abandonment of the property in Venezuela, the Company spent
several months examining other potential projects in North America and Asia. For
several years, management was familiar with various properties located in
Indonesia, and more particularly, on the island of Sumatra. In February 2001,
the Company had signed a letter of Intent re property in South Lampung, Sumatra,
but certain legal issues prevented further pursuit of this site and the
agreement was subsequently cancelled.

On April 16, 2002, the Company executed an agreement with Pt. Metro Astatama, of
Jakarta, Indonesia, for the mining rights to property west of Bandar Lampung, on
the island of Sumatra, Indonesia. The property is known as Nepal Umbar Picung
("NUP") and it has a KP, Number KW. 098PP325. A KP is a mineral tenement license
for both Exploration and Exploitation and must be held by an Indonesian entity.
The "NUP" is 733.9 hectares in size and the agreement gives Apolo an 80%
interest while its partner, Metro Astatama has 20%. These are not crown granted
claims, but are private claims owned by citizens of Indonesia.
<PAGE>
This property has had some exploration completed in the past and there are
currently seven veins identified to date. Apolo commenced a testing program in
June 2002, including trenching, mapping and sampling. An independent engineer
visited the property in August 2002, carried out certain tests, and issued a
Property Examination Report on September 6,2002. This report has recommended a
drilling program costing US$341,000, consisting of 1,000 meters (3,200
feet) HQ size diamond drilling, prospecting, geological mapping, and sampling to
test the economic potential of this property.

At this time Seven (7) drill holes have been identified. Apolo Gold personnel
will be on site in October 2002 to finalize a drill contract and to review and
confirm the drill sites.

Operations

The Company has no further operations in Venezuela and is concentrating all its
efforts on the NUP property in Sumatra.

Its equipment in Venezuela has been sold to a local operator and the company has
recognized a write down in the equipment on its financial statements. The note
receivable of $45,000 is due September 30, 2002. The equipment is still on the
abandoned property and a loss of $132,000 was recognized on the sale. Should the
note not be paid, and if alternate terms are not negotiated, the equipment will
revert back to Apolo.

There are no employees in Venezuela as all have been terminated and fully paid.
The Company has no employees at present other than its officers. The Company
continues to employ consultants, and engineers as required for its work in
Sumatra, Indonesia.


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% on production. The Company is
comfortable with the requirements and regulations and will abide by them.


Risk Factors

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

     2. The Company's success and possible growth will depend on its ability to
     recover precious metals, process them, and successfully sell them on world
     markets. It is dependent upon the market's acceptance of the quality of the
     product presented for sale.

<PAGE>
     3. Liquidity and Need for additional financing is a concern for the
     Company. At the present time, the Company does not have sufficient cash to
     finance its operations and is dependent on the ability of its management
     team to obtain the necessary working capital to operate successfully. There
     is no assurance that the Company will be able to obtain additional capital
     as required, or if the capital is available, to obtain it on terms
     favorable to the Company. The Company may suffer form a lack of liquidity
     in the future that could impair its production efforts and adversely affect
     its results of operations.

     4. Foreign Operations Risks are significant as its principal business
     operations will be located in 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.

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

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

     7. There are currently 28,595,862 common shares outstanding at September
     12, 2002 out of a total authorized capital of 200,000,000 shares. There
     are 171,404,138 shares of the Company unissued. The Board of Directors
     has the power to issue such shares, subject to shareholder approval, in
     some instances. Although the Company presently has no commitments or
     contracts to issue any additional shares to other persons, it may in the
     future attempt to issue shares to acquire properties, equipment, or
     other products, or for corporate purposes. Any additional issuance of
     shares by the Company form its' authorized but unissued shares, would
     have the effect of diluting the interest of existing shareholders.

     8. There are no dividends anticipated by the Company. At the present time,
     the Company intends to focus on raising additional capital and development
     of its NUP property in Sumatra.


Company's Office

     TheCompany's administrative headquarters are located at #1458-409
        Granville St, Vancouver, BC, Canada V6C 1T2 and its telephone number is
        604-687-4150


ITEM 2 - Description of Property

Location and Title

On April 16, 2002, the Company acquired 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.
<PAGE>
The Company had acquired an alluvial diamond and gold mining concession named
Codsa 13, in the State of Bolivar, in the extreme southeast of Venezuela. This
Property has now been abandoned and the company has not pursued any other
opportunities in Venezuela.

The Company on July 18, 2001 signed a letter of intent regarding the Ferguson
Lake Project in the North West Territories re certain mineral claims in the
area. The Company subsequently cancelled this letter of intent.

ITEM 3 - Legal Proceedings

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

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

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


PART II

ITEM 5 - Market for Common Equity and Related Stockholder Matters

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

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


        Quarter Ended        High Bid          Low Bid
        -------------        --------          -------
        Sept 30, 2001        $0.03             $0.03
        Dec  31, 2001        $0.06             $0.05
        March 30,2002        $0.06             $0.06
        June 30, 2002        $0.17             $0.14

As of September 12, 2002, there were 54 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.

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


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

General Overview

Apolo Gold, Inc. ("Company") was incorporated in March 1997 under the laws of
the State of Nevada. Its objective was to pursue mineral properties in South
America, Central America, North America and Asia. They 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, and the property was abandoned.
<PAGE>
On April 16, 2002, the Company announced the acquisition of a property known as
the Napal Gold Property, ("NUP"). This property is located about 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 8 parallel veins
have been exposed by trenching across mineralized zones. Management of Apolo
Gold have recently completed additional trenching, and the Company hired an
independent geologist/engineer to provide an overview of the property and make
recommendations re potential drilling.

The terms of the Napal Gold Property call for a total payment of $375,000US over
a six-year period starting with a down payment of $25,000 plus quarterly
payments September 15, 2002 and December 15, 2002. Thereafter, payments of
$25,000 will be made twice a 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. The balance of
the direct expenses were cash expenses incurred re the current testing program
in Sumatra.

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 Company intends to implement the recommendations of the Independent
geologist/Engineering Report received September 6, 2002, and arrange for
financing to carry out a drilling program. The Consultant has recommended a
drilling program costing approximately $350,000 and consisting of about 1,000
meters of drilling. Management intends to seek the necessary financing from
either existing shareholders or potential new shareholders. The Company
currently does not have sufficient funds to carry out its proposed programs and
there is no assurance that the necessary funds required can be raised.


Results of Operations - Period From July 01, 2001 to June 30, 2002

REVENUES: The Company had no revenues in the past fiscal year primarily because
of poor testing results in its Codsa 13 property. This property agreement has
since been terminated and the Company has ceased operations in Venezuela.

The Company has only recently obtained the Napal Gold Property in Sumatra
Indonesia and this property will require significant additional testing prior to
any decisions re production.

EXPENSES: During the year ending June 30 2002, the Company incurred direct
expenses of $443,177 compared to a restated $103,679 the previous year.

These expenses were primarily exploration costs re the Napal Gold Property in
Sumatra, Indonesia.

In addition to direct expenses, the Company incurred expenses of $260,909 in
connection with the discontinued operations in Venezuela. The Company also
incurred a loss of $132,193 as a result of the sale of mining equipment in
Venezuela. This brought total expenses for the year to $803,919. Most of this
expense was related to issuance of stock and the actual cash loss for the period
was $92,944.

The Company continues to carefully control its expenses, and intends to seek
financing in the future to provide necessary funds to conduct its production and
further develop its Napal Gold Property. There is no assurance that the Company
will be successful in its attempts to raise additional capital. The Company is
currently negotiating with an interested party regarding additional financing.
The outcome of this is uncertain at this time.
<PAGE>
The Company has no employees at the present time other than its officers and
directors and engages personnel through consulting agreements where necessary as
well as outside attorneys, accountants and technical consultants.

Cash on hand at June 30, 2002 was $26,600 and the Company recognizes it does not
have sufficient funds to conduct ifs affairs. It fully intends to seek financing
by way of loans and private placements.

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. The Company currently has
total debts of $45,493, including $12,000 in current trade debt.

At September 12, 2002, the Company had 28,595,862 shares of common stock
outstanding and has raised total capital to date of approximately $2,535,000.

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, 2002.
While inflationary forces are moderately higher in the current year, it is not
considered a factor in capital expenditures or production activities.






<PAGE>



Item 7. Financial Statements.

                                APOLO GOLD, INC.



                                TABLE OF CONTENTS


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






<PAGE>



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




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

                          Independent Auditor's Report

We have audited the accompanying consolidated balance sheets of Apolo Gold,
Inc., an expoloration stage company and Nevada corporation, as of June 30, 2002
and 2001, and the related consolidated statements of operations, cash flows, and
stockholders' equity (deficit) for the years then ended and for the period from
April 8, 2002 (inception of exploration stage) through June 30, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Apolo Gold, Inc. as
of June 30, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended and for the period from April 8, 2002 (inception of
exploration stage) through June 30, 2002, 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 9 to the
financial statements, the Company's significant operating losses and default on
its equipment purchase contract raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 9. 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
July 26, 2002

                                       F-1

<PAGE>


                                          APOLO GOLD, INC.
                                   (An Exploration Stage Company)
                                     CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                 June 30,        June 30,
                                                                  2002             2001
ASSETS                                                                          (Restated)
                                                              --------------   -------------
     CURRENT ASSETS
<S>                                                            <C>            <C>
         Cash                                                  $    26,600    $     2,881
         Note receivable, equipment sale                            45,000             --
                                                               -----------    -----------
            Total Current Assets                                    71,600          2,881

     NET ASSETS OF DISCONTINUED OPERATIONS                              --        227,808
                                                               -----------    -----------

TOTAL ASSETS                                                        71,600    $   230,689
                                                               ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
     CURRENT LIABILITIES
         Accounts payable                                      $    12,233    $    41,121
         Loans payable, related parties                                 --        406,920
         Accrued officer wages                                      33,260        133,015
                                                               -----------    -----------
            Total Current Liabilities                               45,493        581,056
                                                               -----------    -----------

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

     STOCKHOLDERS' EQUITY (DEFICIT)
         Common stock, 200,000,000 shares authorized, $0.001
            par value; 28,095,862 and 18,654,580 shares
            issued and outstanding, respectively                    28,096         18,654
         Additional paid-in capital                              2,506,233      1,265,282
         Subscriptions receivable                                  (70,000)            --
         Accumulated deficit prior to the exploation stage      (1,862,852)    (1,634,303)
         Deficit accumulated during exploration stage             (575,370)            --
                                                               -----------    -----------
         Deficit accumulated during pre-exploration stage
         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                       26,107       (350,367)
                                                               -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)           $    71,600    $   230,689
                                                               ===========    ===========
</TABLE>



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

                                      F-2

<PAGE>

                                APOLO GOLD, INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                              Period from
                                                                                             April 8, 2002
                                                           Year Ended       Year Ended       (Inception of
                                                            June 30,         June 30,        Exploration Stage)
                                                              2002             2001             Through
                                                                            (Restated)       June 30, 2002
                                                          --------------   --------------     --------------

<S>                                                        <C>             <C>              <C>
REVENUES                                                   $         --    $         --     $      --
                                                           ------------    ------------     ---------

COST OF REVENUES
     Direct costs                                                    --              --            --
     Indirect costs                                                  --              --            --
                                                           ------------    ------------     ---------
TOTAL COST OF REVENUES                                               --              --            --
                                                           ------------    ------------     ---------

GROSS PROFIT (LOSS)                                                  --              --            --
                                                           ------------    ------------     ---------

EXPENSES
     Consulting and professional fees                            20,000              --        20,000
     Exploration costs                                          405,000              --       405,000
     General and administrative expenses                         18,177         103,679        18,177
                                                           ------------    ------------     ---------
        TOTAL EXPENSES                                          443,177         103,679       443,177
                                                           ------------    ------------     ---------

LOSS FROM OPERATIONS                                           (443,177)       (103,679)     (443,177)

OTHER INCOME (EXPENSE)
     Gain on abandonment of mining property                          --          27,479            --
     Loss on sale of mining equipment                          (132,193)             --      (132,193)
     Gain on forgiveness of debt                                 32,360              --            --
                                                           ------------    ------------     ---------

LOSS FROM CONTINUING OPEREATIONS BEFORE INCOME TAXES           (543,010)        (76,200)     (575,370)

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

LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES          (260,909)       (364,244)           --

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

NET LOSS                                                   $   (803,919)   $   (440,444)    $(575,370)
                                                           ============    ============     =========

EARNINGS PER SHARE, BASIC AND DILUTED:

     FROM CONTINUING OPERATIONS                            $      (0.03)   $        Nil
                                                           ============    ============

     FROM DISCONTINUED OPERATIONS                          $       Nil     $      (0.02)
                                                           ============    ============

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED:     20,228,128      18,008,140
                                                           ============    ============
</TABLE>


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

                                       F-3



<PAGE>
                                APOLO GOLD, INC.
                         (An Exploration Stage Company)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>

                                                                Common Stock     Additional
                                                            Number                Paid-in      Subscriptions
                                                          of Shares     Amount    Capital      Receivable
                                                          ---------- ---------  -----------   ---------------

<S>                                                       <C>        <C>        <C>            <C>
Balance, June 30, 2000                                    17,573,580 $  17,573  $ 1,160,023    $       -

Options exercised at an average of $0.14 per
   share for cash                                            431,000       431       60,909            -

Issuance of common stock and exercise
   of options at an average of $0.07 per share for cash      650,000       650       44,350            -

Net loss for the year ended June 30, 2001                          -         -            -            -
                                                          ----------    ------   ----------      -------
Balance, June 30, 2001                                    18,654,580    18,654    1,265,282            -

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

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

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

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

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

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

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

Net loss for the year ended June 30, 2002                          -         -            -            -
                                                         -----------   -------  -----------  -----------
Balance, June 30, 2002                                    28,095,862   $28,096  $ 2,506,233  $   (70,000)
                                                         ===========   =======  ===========  ===========
</TABLE>





                               APOLO GOLD, INC.
                         (An Exploration Stage Company)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  (Continued)


<TABLE>
<CAPTION>
                                                           Pre-exploration        Deficit             Total
                                                                Stage           Accumulated        Stockholders'
                                                            Accumulated     During Exploration       Equity
                                                              Deficit             Stage             (Deficit)
                                                            -----------     ------------------     -------------

<S>                                                        <C>              <C>                    <C>
Balance, June 30, 2000                                     $        -       $(1,193,859)           $ (16,263)

Options exercised at an average of $0.14 per
   share for cash                                                   -                 -               61,340

Issuance of common stock and exercise
   of options at an average of $0.07 per share for cash             -                 -               45,000

Net loss for the year ended June 30, 2001                           -          (440,444)            (440,444)
                                                           -----------      ------------          -----------
Balance, June 30, 2001                                              -        (1,634,303)            (350,367)

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

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

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

Issuance of common stock for debt retirement
   at $0.15 per share                                               -                 -              663,193

Issuance of stock for mining rights                                 -                 -              330,000

Options exercised at $0.07 per common share                                           -               70,000

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

Net loss for the year ended June 30, 2002                    (575,370)         (228,549)            (803,919)
                                                            ----------      ------------           ---------
Balance, June 30, 2002                                       (575,370)      $(1,862,852)           $  26,107
                                                            ==========      ============           =========
</TABLE>



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



                                      F-4
<PAGE>



<TABLE>
<CAPTION>

                                                                                                       Period From
                                                                                                      April 8, 2002
                                                                 Year                Year             (Inception of
                                                                Ending              Ending           Exploration Stage)
                                                            June 30, 2002        June 30, 2001           Through
                                                                                   (Restated)         June 30, 2002
                                                            ---------------     ----------------     -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                      <C>                 <C>                   <C>
     Net loss                                            $        (803,919)  $         (440,444)   $         (575,370)
     Adjustments to reconcile net loss
         to net cash used by operating activities:
            Depreciation                                            54,365               71,275                     -
            Gain on abandonment of mining property                       -                    -                     -
            Loss on sale of mining equipment                       132,193                    -               132,193
            Stock issued for officer's wages and services          152,200                    -                 2,200
            Stock issued for exploration costs                     330,000                    -               330,000
            Forgiveness of debt                                    (32,359)                   -                     -
            Expenses paid on behalf of Company                           -                    -                42,610
     Decrease (increase) in:
         Accounts receivable                                             -                    -                     -
     (Decrease) increase in:
         Accounts payable                                            3,471              (15,223)                3,471
         Accrued officer wages                                      20,000              109,785                20,000
         Accrued expenses                                           (3,750)                   -                     -
         Short-term notes payable                                        -              (10,000)                    -
Net cash (used) provided by discontinued operations                 54,855              (23,709)                    -
                                                            ---------------     ----------------     -----------------
Net cash (used) by operating activities                            (92,944)            (308,316)              (44,896)
                                                            ---------------     ----------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of mineral property                                        -                    -                     -
     Purchase of equipment                                               -              (11,442)                    -
     Cash used by investing activities in discontinued operations        -              (60,000)                    -
                                                            ---------------     ----------------     -----------------
Net cash (used) by investing activities                                  -              (71,442)                    -
                                                            ---------------     ----------------     -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from related party loans                          46,663              269,814                     -
     Proceeds from sale of common stock                             70,000              106,340                70,000
                                                            ---------------     ----------------     -----------------
Net cash provided  by financing activities                         116,663              376,154                70,000
                                                            ---------------     ----------------     -----------------

Increase (decrease) in cash                                         23,719               (3,604)               25,104

Cash, beginning of year                                              2,881                6,485                 1,496
                                                            ---------------     ----------------     -----------------

Cash, end of year                                        $          26,600   $            2,881    $           26,600
                                                            ===============     ================     =================

SUPPLEMENTAL CASH FLOW DISCLOSURES:

     Interest paid                                       $               -   $                -    $
                                                            ===============     ================     =================
     Income taxes paid                                   $               -   $                -    $
                                                            ===============     ================     =================

NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Common stock issued for services                    $         152,200   $                -    $            2,200
     Common stock issued for debt                        $         663,193   $                -    $                -
     Common stock issued for mining rights               $         330,000   $                -    $          330,000
     Note receivable from sale of mining equipment       $          45,000   $                -    $           45,000

</TABLE>


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



                                      F-5






<PAGE>

                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Apolo Gold, Inc. (the Company) was incorporated in March of 1997 under the laws
of the State of Nevada primarily for the purpose of acquiring and developing
mineral properties. The Company conducts operations primarily from its offices
in Vancouver, British Columbia, Canada. In 1997, the Company formed a subsidiary
corporation (Apologold C.A.) in Venezuela which had not financial transactions
during the year ended June 30, 2002 and was originally used to acquire a
Venezuelan mining property.

Apologold C.A. began production in the State of Bolivar, Venezuela in November
1999 using an open pit mining process. In June 2001, the Company abandoned this
Venezuelan property. During the year ended June 30, 2002, the Company determined
that further activity in Venezuela, was not economically feasible, and
discontinued all operations within this country. The accompanying financial
statements at June 30, 2001, have been restated to reflect the discontinued
operations of the Company.

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. 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.

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.

                                      F-6

<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration Stage
-----------------
The Company began a new exploration stage concerning the exploration of the
Napal Gold Property on April 8, 2002 and has not commenced production.

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

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

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.

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

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

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" (SFAS No. 144). SFAS No. 144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." This new standard establishes a single accounting model for
long-lived assets to be disposed of by sale, including discontinued operations.
Statement 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. This statement is effective
beginning for fiscal years after December 15, 2001, with earlier application
encouraged. The Company adopted SFAS No. 144 and does not believe that the
adoption will have a material impact on the financial statements of the Company

                                      F-8

<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impaired Asset Policy (continued)
---------------------------------
at June 30, 2002. 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.

Stock Based Compensation
------------------------
The Company accounts 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 SFAS No. 123, "Accounting for Stock
Based Compensation," the Company provides the pro forma effects on net income
and earnings per share as if compensation had been measured using the "fair
value method" described therein.

Derivative Instruments
----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities", which is effective for the Company as of January 1,
2001. 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 consolidated
balance sheet and measure those instruments at fair value.

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

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

At June 30, 2002, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.

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

                                      F-8

<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

Reclamation Costs
-----------------
Venezuela requires that a bond be posted prior to depletion of the mineral
reserves. At June 30, 2001, this bond was not posted and the Company has
abandoned this site. Management is confident that there is no further liability
related to this site.

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

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

At June 30, 2002, the Company had net deferred tax assets of approximately
$552,000, principally arising from approximate net operating loss carryforwards
of $2,300,000 for income tax purposes, which expire in the years 2013 through
2022. As management of the Company cannot determine that it is more likely than
not that the Company will realize the benefit of the net deferred tax asset, a
valuation allowance equal to the net deferred tax asset has been established at
June 30, 2002.

                                      F-9
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

Accounting Pronouncements
-------------------------
In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." This statement
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishment of liabilities and also provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. SFAS No. 140 is effective for recognition
and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000, and is effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31, 2001. The
Company believes that the adoption of this standard will not have a material
effect on the Company's results of operations or financial position.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 141 provides for the
elimination of the pooling-of-interests method of accounting for business
combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142
prohibits the amortization of goodwill and other intangible assets with
indefinite lives and requires periodic reassessment of the underlying value of
such assets for impairment. SFAS No. 142 is effective for fiscal years beginning
after December 15, 2001. An early adoption provision exists for companies with
fiscal years beginning after March 15, 2001. On October 1, 2001, the Company
adopted SFAS No. 142. Currently, the Company does not have assets with
indeterminate lives.

                                      F-10

<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements (continued)
-------------------------------------
In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (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. This statement is effective for financial statements issued
for the fiscal years beginning after June 15, 2002 and with earlier application
encouraged. The Company adopted SFAS No. 143 and does not believe that the
adoption will have a material impact on the financial statements of the Company
at June 30, 2002.

In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections", which
updates, clarifies and simplifies existing accounting pronouncements. FASB No.
4, which required all gains and losses from the extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item, net of related
tax effect was rescinded, as a result, FASB No. 64, which amended FASB 4, was
rescinded as it was no longer necessary. FASB No. 145 amended FASB No. 13 to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.
Management has not yet determined the effects of adopting this Statement on the
financial position or results of operations, except for the need to reclassify
debt extinguishments previously reported as extraordinary.


NOTE 3 - MINERAL PROPERTIES

Indonesia
---------
On April 8, 2002, the Company signed an agreement 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 totalling of
$375,000, payable over six years, and 3 million shares of the Company's
restricted common stock, the Company will receive 734 hectares with a Production
Permit number KW-098PP325 (KP) in place. Preliminary sampling on the property,
recently completed by an independent geologist/engineer, indicated an average
value ranging from 1.98 to 18.4 grams of gold per ton were present in five
shafts that have been tested. 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.


                                      F-11
<PAGE>


                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 3 - MINERAL PROPERTIES (continued)

Indonesia (continued)
---------------------
At June 30, 2002, the 3 million shares of common stock have been issued, with a
fair market value of $330,000, and $25,000 in cash has been paid, in accordance
with the above referenced agreement.

Venezuela
---------
In May 1999, the Company entered into an agreement through its subsidiary,
Apologold C.A., to acquire a mine in Venezuela. (See Note 8). Under the terms of
the agreement, the Company acquired control over all rights for the exploitation
of diamonds and gold in a mining concession called Codsa 13, which is located in
the jurisdiction of Gran Sabana Autonomous Municipality, State of Bolivar,
Venezuela. This site has been abandoned and during the year ended June 30, 2002,
the Company subsequently discontinued operations in Venezuela. See Note 1.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Major additions and improvements
are capitalized. Minor replacements, maintenance and repairs that do not
increase the useful lives of the assets are expensed as incurred. Depreciation
of property and equipment is being calculated using the straight-line method
over the expected useful lives of the assets. Depreciation expense for the year
ended June 30, 2002 was $54,365.

During the year ended June 30, 2002, the Company sold its mining equipment for a
$45,000 short-term note receivable and realized a loss of $132,193 on this
transaction. This note matures on September 30, 2002.


NOTE 5 - COMMON STOCK

During the year ended June 30, 2002, the Company issued 4,421,282 shares of
common stock for retirement of related party debt of $663,193. In the same
period, 700,000 options were exercised in payment of accrued wages of $35,000,
and 3,000,000 common stock shares were rescinded. The rescinded shares were in
relation to a transaction that was not completed. The Company issued 2,320,000
shares of common stock in consideration of services provided valued at $117,200.
In addition 3,000,000 shares of common stock were issued for the acquisition of
the Napal Gold Property. (See Note 3.) These shares were valued at $330,000. At
June 30, 2002, 2,000,000 common stock options were exercised for $70,000 and a
$70,000 subscription receivable.

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

                                      F-12
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 6 - STOCK OPTIONS

The Company's stock option plan, entitled the Apolo Gold, Inc. 2000 Stock Option
Plan (hereinafter "the Plan") was adopted in July 2000. Its purpose is to
advance the business and development of the Company and its shareholders by
affording to the employees, officers, directors and independent contractors or
consultants of the Company the opportunity to acquire a proprietary interest in
the Company by the grant of options to such persons under the Plan's terms. The
Plan provides that the Company's board of directors may exercise its discretion
in awarding options under the Plan, not to exceed 5,000,000 shares. The Board
determines the per share option price for the stock subject to each option. All
options must be granted within ten years from the effective date of the Plan.

There is no express termination date for the options, although the Board may
vote to terminate the Plan. The exercise price of the options will be determined
at the date of grant.

The following is a summary of stock option activity:
<TABLE>
<CAPTION>

                                                                                                 Weighted Average
                                                                        Number of Shares         Exercise Price
                                                                        ----------------        ------------------
<S>                                                                       <C>                             <C>
 Outstanding at 6/30/00                                                   4,541,000                       .14
  Granted                                                                           -
  Exercised                                                               (1,031,000)                     0.09
  Forfeited                                                                         -                        -
                                                                        --------------              ------------
  Outstanding at 6/30/01                                                   3,510,000                      0.15
                                                                        ==============              ============
  Options exercisable at 6/30/01                                           3,510,000                      0.15
                                                                        ==============              ============
  Weighted average fair value of options granted during 2001
                                                                     $          0.25
                                                                        ==============

                                                                         Number of Shares           Weighted Average
                                                                                                     Exercise Price
                                                                        ------------------         ------------------

  Outstanding at 6/30/01                                                   3,510,000                      0.15
  Granted                                                                  2,520,000                      0.09
  Exercised                                                               (2,720,000)                     0.07
  Forfeited                                                                        -                         -
                                                                        ------------                 -----------
  Outstanding at 6/30/02                                                   3,310,000                      0.18
                                                                        ============                 ===========
  Options exercisable at 6/30/02                                           3,120,000                      0.19
                                                                        ============                 ===========
 Weighted average fair value of options granted during 2002          $          0.08
                                                                        ============
</TABLE>


                                      F-13
<PAGE>
                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 6 - STOCK OPTIONS (continued)

The Company applies APB Opinion 25 in accounting for its stock option plan.
Accordingly, no compensation or consulting costs have been recognized for the
plan in fiscal 2002 or 2001. The Company granted 2,520,000 options during the
year ended June 30, 2002, and 700,000 were exercised for payment of accrued
officer's wages of $35,000 and 2,000,000 were exercised for $70,000 cash and a
$70,000 subscription receivable. In addition, 20,000 were exercised for legal
services provided valued at $2,200.

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

                                                             June 30, 2001
                                                         ----------------------
                 Net Loss:
                          As reported                    $           (440,444)
                          Pro forma                      $         (1,528,194)
                 Basic and diluted loss per share:
                          As reported                    $              (0.02)
                             Pro forma                   $              (0.08)

                                                             June 30, 2002
                                                         ----------------------
                 Net Loss:
                          As reported                    $           (803,919)
                          Pro forma                      $         (1,005,519)
                 Basic and diluted loss per share:
                          As reported                    $              (0.04)
                             Pro forma                   $              (0.05)

The fair value of each option granted is estimated on the grant date using the
Black-Scholes Option Price Calculation. The following assumptions were made in
estimating fair value: risk-free interest rate is 5%, volatility is 115% and
expected life is 5 years.


NOTE 7 - RELATED PARTIES

During the years ended June 30, 2002 and 2001, the Company received $46,663 and
$406,920 respectively, in cash advances from shareholders. These advances were
noninterest bearing, uncollateralized and exchanged for stock during the fiscal
year ended June 30, 2002. A certain shareholder returned 3,000,000 shares of
previously issued common stock that had been given in payment of $35,000 of
debt. This amount was reinstated as loan payable to a related party, and
subsequently paid via issuance of common stock during the year ended June 30,
2002. At June 30, 2002, the Company issued 4,421,282 shares for retirement of
related party debt of $663,193.

The Company has accrued $33,260 and $133,015 in wages due to the Company's
officers at June 30, 2002 and 2001, respectively.
<PAGE>



NOTE 8 - COMMITMENTS AND CONTINGENCIES

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

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

Operating Lease
---------------
The Company leases office facilities in Vancouver, British Columbia. The lease
is classified as a month-to-month tenancy and provides for monthly payments of
approximately $1,525 in U.S. dollars. During the year ended June 30, 2002, lease
expense totaled $18,332.

Equipment Purchase Contract
---------------------------
During the year ended June 30, 2000, the Company entered into an agreement to
purchase equipment located in Venezuela for a series of cash payments totaling
$100,000 plus 50,000 shares of its common stock valued at $0.01 per share.
During the year ending June 30, 2002, the unpaid balance of $27,500 was forgiven
and recorded as forgiveness of debt.

Foreign Operations
------------------
The accompanying balance sheet at June 30, 2002 includes $71,600 of assets in
Canada. Although this country is considered economically stable, it is always
possible that unanticipated events in foreign countries could disrupt the
Company's operations.

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.


NOTE 9 - GOING CONCERN

As shown in the financial statements, the Company incurred a net loss of
$803,919 for the year ended June 30, 2002 and has an accumulated deficit of
$2,438,222 since inception of the Company. The Company currently has no
operating mining properties and has limited cash resources.

                                      F-14
<PAGE>

                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (An Exploration Stage Company)
                                  June 30, 2002




NOTE 9 - GOING CONCERN (continued)

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.

                                      F-15



<PAGE>
PART III

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

         (a)  Directors and Executive Officers

NAME                AGE  POSITION                                     1ST YEAR
                                                                    WITH COMPANY
----                ---  --------                                   ------------
Martial Levasseur   68   Director, President                              1997
Robert E. Lee       67   Director, Vice-President                         1997
Robert G. Dinning   63   Director, Chief Financial Officer, Secretary     2000

Business Experience

Martial Levasseur.

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

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

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

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

Robert E. Lee.

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

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

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

Robert G. Dinning C.A.

Mr. Dinning is a Chartered Accountant, and member in good standing of the
Alberta and Canadian Institute of Chartered Accountants. Mr. Dinning is
currently Chairman and CFO of a technology company listed on the OTC and
headquartered in Phoenix Arizona. Mr. Dinning has operated his own
Business and Management Consulting business since 1977, in the forestry, mining,
and software/high tech industries. Mr. Dinning has been active as a Director
and Officer in various public companies over the past 25 years. Prior to
commencing his consulting business, Mr. Dinning was CFO and Secretary of
a large publicly traded broadcast and sports Entertainment Company.
<PAGE>
         (b)      Significant Employees:  None


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

The Company's three executive officers and directors have each filed Form 5 for
the fiscal year ended June 30, 2002.

Item 10. Executive Compensation

Compensation during the year fiscal year ended June 30, 2002 for Martial
Levasseur, President and CEO was $36,000. Compensation is accrued and not paid
out in cash. During the year, accumulated compensation was settled in a share
for debt transaction set forth below. No other form of compensation is paid.

Name                       Amount Owing     Shares Issued     Price Per Share
----                       ------------     -------------     ---------------

Martial Levasseur          $ 38,000         $0.15                253,333
Van Silver Holdings        $461,177         $0.15              3,074,514
Robert Dinning             $ 62,000         $0.15                413,333
Robert Lee                 $ 83,340         $0.15                555,602
Peter Levasseur            $ 18,675         $0.15                124,500
                           --------                            ---------
                           $663,192                            4,421,282
                           --------                            ---------

(a)  Option/SAR Grants in Last Fiscal Year (Individual Grants): The Company has
     made the following option grants during the fiscal year ended June 30, 2002
     for Martial Levasseur, CEO:

                  Amount   Price    Vesting Date    Expiry Date
                  -------  -----    ------------    ------------
Martial Levasseur 700,000  $0.09    July 1, 2002    May 31, 2007


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

     On May 1, 2002, the Company adopted an additional Stock Option Plan for a
     total of 5,000,000 shares. The Company policy and terms are identical to
     the original plan adopted July 2000. These options expire at varying dates
     between October 2003 and May 2007.

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

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

(e)  Compensation of Directors
<PAGE>
     1.   Standard Arrangements: The members of the Company's Board of Directors
          are reimbursed for actual expenses incurred in attending Board
          meetings.

     2.   Other Arrangements: There are no other arrangements.

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

     The Company's officer and directors do not have employment agreements And
     do accrue salaries as described above. These salaries have been Settled by
     shares for debt

Item 11. Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners holding five percent or
     greater of the 28,595,862 shares of common stock outstanding as of
     September 12, 2002.
<TABLE>
<CAPTION>



       Name and Address(1)          Position          Amount and Nature    % of
Title of   Beneficial Owner                           of Beneficial Owner   Class
Class
--------   -------------------         ----------        -------------------  -------
<S>        <C>                          <C>                 <C>                <C>
Common   Martial Levasseur            Director, CEO       6,449,277  (2)     22.55%

         Robert Elliot Lee            Director            1,595,602  (3)      5.58%

         Robert G. Dinning            Director, CFO         513,333           1.80

         All officers and Directors
            as a Group (3 persons)                        8,558,212          29.93%
</TABLE>

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

(2)  Includes 2,753,333 directly in name of Martial Levasseur and 3,695,944 in
     name Of Van Silver Holdings Inc, a holding company controlled by Martial
     Levasseur. In addition, Mr. Levasseur holds a stock option for 1,000,000
     common shares, exercisable at $0.14 per share until July 1, 2005, and a
     stock option for 700,000 common shares, exercisable at $0.09 per share
     until June 30, 2007.

(3)  Holdings include exercise of an option for 90,000 shares. As well, Mr. Lee
     holds a stock option for 910,000 common shares at $0.14 per share until
     July 1, 2005 and a stock option for 700,000 common shares, exercisable at
     $0.09 per share until June 30, 2007.

Item 12. Certain Relationships and Related Transactions:

During the year, accumulated compensation was settled in a share for debt
transaction set forth below. No other form of compensation is paid.

Name                       Amount Owing     Shares Issued     Price Per Share
----                       ------------     -------------     ---------------

Martial Levasseur          $ 38,000         $0.15               253,333
Van Silver Holdings        $461,177         $0.15             3,074,514
Robert Dinning             $ 62,000         $0.15               413,333
Robert Lee                 $ 83,340         $0.15               555,602
Peter Levasseur            $ 18,675         $0.15               124,500
                           --------                           ---------

                           $663,192                           4,421,282
                           --------                           ---------

Item 13. Exhibits and Reports on Form 8-K

A.       Exhibits

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

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

          10.1    NUP ACQUISTION AGREEMENT

         (11)     Statement Re: Computation of Per Share Earnings

B.       Reports on Form 8-K: None





<PAGE>
                                   SIGNATURES

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

Date: September 20, 2002

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


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

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

/s/ Martial Levasseur
-----------------------------
Martial Levasseur               President, Director           September 20, 2002

/s/ Robert E. Lee
-----------------------------
Robert E. Lee                   Vice President, Director      September 20, 2002

/s/ Robert G. Dinning
-----------------------------
Robert G. Dinning               Chief Financial Officer,
                                Secretary, Director           September 20, 2002

<PAGE>


Certification of Principal Executive Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings


I, Martial Levasseur, certify that:

     1.   I have read this annual report on Form 10-KSB of Apolo Gold Inc.;

     2.   To my knowledge, the information in this report is true in all
          important respects as of June 30, 2002; and

     3.   This report contains all information about the company of which I am
          aware that I believe is important to a reasonable investor, in light
          of the subjects required to be addressed in this report, as of June
          30, 2002.

     For purposes of this certification, information is "important to a
reasonable investor" if:


          (a) There is a substantial likelihood that a reasonable investor would
     view the information as significantly altering the total mix of information
     in the report; and

          (b) The report would be misleading to a reasonable investor if the
     information is omitted from the report.


BY:   /s/ Martial Levasseur                        Subscribed and sworn to
      -----------------------------------          before me this 30th day of
      Martial Levasseur, President and C.E.O.      September, 2002
      (Principal Executive Officer)

DATE: September 30, 2002
      ------------------                           /s/ Clive V. Forth
                                                   -------------------------
                                                   Notary Public

                                                   My Commission Expires:
                                                   Unlimited

                                                   Clive V. Forth
                                                   Barrister & Solicitor
                                                   Forth & Company
                                                   1600 - 777 Dunsmuir Street
                                                   PO Box 10425, Pacific Centre
                                                   Vancouver, BC  V7Y 1K4
                                                   Tel:  689-4899 Fax:  688-0094


<PAGE>

Certification of Principal Financial Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings


I, Robert G. Dinning, certify that:

     1.   I have read this annual report on Form 10-KSB of Apolo Gold Inc.;

     2.   To my knowledge, the information in this report is true in all
          important respects as of June 30, 2002; and

     3.   This report contains all information about the company of which I am
          aware that I believe is important to a reasonable investor, in light
          of the subjects required to be addressed in this report, as of June
          30, 2002.

     For purposes of this certification, information is "important to a
reasonable investor" if:


          (a) There is a substantial likelihood that a reasonable investor would
     view the information as significantly altering the total mix of information
     in the report; and

          (b) The report would be misleading to a reasonable investor if the
     information is omitted from the report.


BY:   /s/ Robert G. Dinning                        Subscribed and sworn to
      -----------------------------------          before me this 30th day of
      Robert G. Dinning, President and C.E.O.      September, 2002
      (Principal Executive Officer)

DATE: September 30, 2002
      ------------------                           /s/ CLive V. Forth
                                                   -------------------------
                                                   Notary Public

                                                   My Commission Expires:
                                                   Unlimited


                                                   Clive V. Forth
                                                   Barrister & Solicitor
                                                   Forth & Company
                                                   1600 - 777 Dunsmuir Street
                                                   PO Box 10425, Pacific Centre
                                                   Vancouver, BC  V7Y 1K4
                                                   Tel:  689-4899 Fax:  688-0094