OMB
APPROVAL 
OMB Number 3235-0063 
Expires: April 30, 2012 
Estimated average burden 
Hours per response 2,297


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

|           
|-----------
|FORM
  10-K
|           

(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, 2009 OR                         
|  |                                                                                                                                                       
|o | TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
  THE TRANSITION PERIOD FROM ______________ TO ______________

Commission file number: 000-27791

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

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

|                                         |  |  |           
|---------------------------------------- |  |  | ----------
|#12-1900 Indian River Cresc.             |  |  |           
|North Vancouver, British Columbia        |  |  | V7G 2R1   
|                                         |  |  |           
|(Address of principal executive offices) |  |  | (Zip Code)

Issuers telephone number: 604-970-0901

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)                                              

Indicate by
check mark if the registrant is well-known seasoned issuer, as defined in Rule
405 of the Securities Act Yes o No x

Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes x No o

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 o

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.
o

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. Seethe
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|                            |                      
|--------------------------- | ---------------------
|Large
  accelerated filer o | Accelerated
  filer o

Non-accelerated
filer (Do not check if a smaller reporting company) o

Smaller
reporting company x

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

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 75,350,396 shares) based on the average bid and asked price as
of December 31, 2008 being $0.01 per share: $753,504.

State the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: 97,653,729 shares of Common Stock as of
October 2, 2009.

Documents
Incorporated by Reference: None

---



NOTE REGARDING FORWARD LOOKING STATEMENTS

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

---



PART 1

ITEM 1.
DESCRIPTION OF BUSINESS.

History

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

After
incorporation in 1997 the Company focused on precious metals opportunities in
Latin and South America. Shortly thereafter the Company formed a subsidiary,
Compania Minera Apologold, C.A. a corporation, and on May 18, 1999 the
Venezuela subsidiary entered into an agreement with Empresa Proyectos Mineros
Goldma, C.A. in Caracas Venezuela, to acquire the diamond and gold mining
concession in Southern Venezuela known as Codsa 13, located in the Gran Sabana
Autonomous Municipality, State of Bolivar, Venezuela. This project was
subsequently cancelled in August 2001 because of poor testing results. The
subsidiary company in Venezuela has been dormant since 2001 and will not be
reactivated.

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

The NUP is
733.9 hectares in size and Apolo had an 80% interest. These claims are owned
privately by citizens of Indonesia and are not crown granted claims. Apolo was
entitled to recover all of its development costs on the NUP including
property payments before the partner with 20% can participate.

The total
purchase price for NUP was $375,000, of which payments amounting to $250,000
had been made. After various exploration programs including different drilling
programs failed to yield sufficient positive results, the Company discussed
various options with the property owner and decided to terminate its agreement
with the NUP property and return all exploration rights to the property owners.

The Companys
office is in North Vancouver B.C.at #12-1900 Indian River Cresc. V7G 2R1.

Government
Regulation

The Company
was aware of environmental requirements in the operation of a concession. The
Company is comfortable with the requirements and regulations and will abide by
them.

Item 1A 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 develop or
acquire new business operations.

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. The
Company is dependent on the ability of its management team to obtain the
necessary working capital to operate successfully. There is no assurance that
the Company will be able to obtain additional capital as required or if the
capital is available, to obtain it on terms favorable to the Company. The
Company may suffer from a lack of liquidity in the future that could impair its
production efforts and adversely affect its results of operations.

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

1

---



5. 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.

6. There are
currently 97,653,729 common shares outstanding at October 2, 2009 out of a
total authorized capital of 200,000,000 shares. The Board of Directors has the
power to issue such shares, subject to Shareholder approval, in some instances.

7. There are no
dividends anticipated by the Company.

Companys
Office

The Companys
office is at #12-1900 Indian River Cresc North Vancouver, BC, Canada V7G 2R1.
Its telephone number is 604-970-0901.

ITEM 2 -
Description of Property

Location and
Title

The Company
currently has no exploration properties, having terminated its exploration
Agreement on the NUP property in Indonesia.

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

2

---



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,
  2008  |  | $        | 0.02 |         | $ | 0.02 | 
|Dec 31, 2008     |  | $        | 0.01 |         | $ | 0.01 | 
|March
  31, 2009 |  | $        | 0.02 |         | $ | 0.02 | 
|June 30,
  2009  |  | $        | 0.02 |         | $ | 0.02 | 

As of October
2,2009, there were 60 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.

Equity
Compensation Plan Information

The Company
had outstanding options from previous plans adopted.

In August,
2000, Stock Option Plan #1 was created for a total of 5,000,000 shares. Mr.
Dinning, a director, had 700,000 stock options, but has cancelled these
options. A former director, held 300,000 which have now expired.

In May, 2002,
Stock Option Plan #2 was created for 5,000,000 shares. There were 100,000
options outstanding to a former director which have now expired.

In December,
2002, Stock Option Plan #3 was created for 7,500,000 shares and all were
exercised.

In September,
2003, Stock Option Plan #4 was created for 10,000,000 shares which were all
exercised.

In June, 2004,
Stock Option Plan #5 was created for 5,000,000 shares. Only 1,000,000 options
remained outstanding and these have been cancelled by the holder, Mr. Dinning.

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

In May 2006,
Stock Option Plan #7 was created for 8,000,000 shares. There were options
outstanding to Mr. Dinning for 600,000 shares and Mr. Bojtos for 1,000,000.
These options were cancelled and none are outstanding.

The Board of
Directors by resolution cancelled all options outstanding as they were to
directors only. All previous options outstanding to others had expired.

ITEM 6
SELECTED FINANCIAL DATA

As a smaller
business issuer, the Company is not required to include this Item.

3

---



ITEM 7 -
Managements Discussion and Analysis of Financial Condition and Results of
Operations/Plan of Operation

General
Overview

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

On April 16,
2002, the Company announced the acquisition of the mining rights to a property
known as the Napal Gold Property, (NUP). This property is located 48 km
south-west of Bandar Lampung, Sumatra, Indonesia. The property consisted of
733.9 hectares and possessed a Production Permit (a KP) # KW. 098PP325.

The terms of
the Napal Gold Property called for a total payment of $375,000 US over a
six-year period of which a total of $250,000 have been made to date. Company
paid $250,000 over the past 5 years and subsequent to the year ending June 30,
2008 the Company terminated its agreement on the NUP property and returned all
exploration rights to the owner.

The Company
continues to pursue opportunities in the natural resource industry and will
consider the acquisition of any other business opportunity in order to enhance
its value.

Results of
Operations - Period July 01, 2008 to June 30, 2009 REVENUES: The Company had no
revenues in the past fiscal year.

EXPENSES:

During the
fiscal year ending June 30, 2009 the Company had no exploration costs compared
to exploration costs of $ 886 in the year ending June 30, 2008. Total expenses
for the year declined to $175,805 compared to $232,323 in the year ending June
30, 2008. Consulting and professional fees constitute most of the expenses
incurred during the year.

General and
administrative expenses for the year declined to $17,517 compared to $78,850 in
the year ending June 30, 2008.

During the
year, certain exploration costs previously billed to it regarding its cancelled
Beowawe project in Nevada amounting to $113,520 were forgiven by the debt
holder and accordingly this recovery is reflected in Other Income. This reduces
the loss for the year to $62,285as compared to $202,215 for June 30, 2008.

There were no
stock compensation charges in either 2009 or 2008. However the Company incurred
$25,000 of expense in consulting and professional fees with respect to the
issuance of 2,500,000 shares to a consultant regarding a reorganization plan
which was abandoned prior to execution of any definitive agreements.

Expenses for
the year related primarily to evaluation of options available re the seeking
out of other business opportunities in the resource Industry and related
businesses within the resource sector.

The Company
continues to carefully control its expenses, and intends to seek additional
financing both for potential business opportunities it may develop. There is no
assurance that the Company will be successful in its attempts to raise
additional capital.

The Company
has no employees in its head office at the present time other than its
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, 2009 was $ 42 compared to $ 5,803 in 2008 and the Company
recognizes it may not have sufficient funds to conduct its affairs. It fully
intends to seek financing by way of loans, private placements or a combination
of both in the coming months.

4

---



LIQUIDITY AND
CAPITAL RESOURCES

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

At October 2,
2009, the Company had 97,653,729 shares of common stock Outstanding, and has
raised total capital since inception of approximately $ 7,400,000.

During the
year, the Company arranged for loans from its directors of $22,800 and did not
raise funds from any other source. These loans allowed the Company to continue
its operations, pay its professional fees, and seek out business opportunities.
Accounts payable at June 30, 2009 decreased to $30,616compared to $180,011
primarily as a result of the forgiveness of debt of $113,520. This debt was due
to Atna Resources Ltd regarding cancellation of the Beowawe agreement in
Nevada. The accounts payable at June 30, 2009 include amounts owing for
professional fees, and sundry amounts owing to former suppliers.

Amounts due to
Related Parties of $83,239 at June 30, 2009 vs. $269,817 at June 30, 2008 are
due to current officers and directors of the Company regarding cash advances to
the company. The reduction in the amount owed is a result of the Company
issuing 8,000,000 shares to Peter Bojtos and 5,800,000 shares to Robert
Dinning, valued at $0.025 per share on June 28, 2009for $345,000. This total
includes $120,000 of accrued fees expensed in fiscal 2009 and $225,000 of the
debt accrued from prior years.

INFLATION

Inflation has
not been a factor during the fiscal year ending June 30, 2009. While
inflationary forces are showing some signs of increasing in the next year, it
is not considered a factor in capital expenditures or production activities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

The Company
does not have any market risk sensitive financial instruments for trading or
other purposes. All Company cash is held in insured deposit accounts.

5

---



Item 8. Financial Statements and
Supplementary Data.

|                        |                                        |                      |             
|----------------------- | -------------------------------------- | -------------------- | ------------
|I.
  Vellmer Inc.       |                                        |                     
|Chartered
  Accountant* |                                        |                     
|                        |                                        |                     
|                        | 721  602 W. Hastings Street          
|                        | Vancouver, B.C., V6B 1P2              
|                        |                                        |                      |             
|                        |                                        | Tel:                 | 604-687-3773
|                        |                                        | Fax:                 | 604-687-3778
|                        | E-mail:                                | vellmer@i-vellmer.ca
|                        | * denotes an incorporated professional

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Stockholders,
Apolo Gold & Energy Inc.

I have audited
the accompanying balance sheets of Apolo Gold & Energy Inc. (an Exploration
Stage Company) as of June 30, 2009 and 2008 and the related statements of
operations, stockholders equity (deficit) and cash flows for the years ended
June 30, 2009 and 2008 and for the period from April 16, 2002 (date of
inception of the exploration stage) to June 30, 2009. These financial
statements are the responsibility of the Companys management. My
responsibility is to express an opinion on these financial statements based on
my audits.

I conducted my audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States of America). Those standards require that I plan and perform an
audit to obtain reasonable assurance 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. I believe that my audits provide a reasonable basis for
my opinion.

In my
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as of June 30, 2009 and 2008 and the
results of its operations and its cash flows for the year ended June 30, 2009 and 2008 and
for the period from April 16,
2002 (date of inception of the exploration stage) to June 30, 2009 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared using
accounting principles generally accepted in the Unites States of America
assuming that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company is an exploration stage company
and has incurred substantial losses, which raises substantial doubt about its
ability to continue as a going concern. Managements plans in regard to their
planned financing and other matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

|                  |                     
|----------------- | --------------------
|Vancouver, Canada | I
  Vellmer Inc.  
|October 6,
  2009 | Chartered Accountant

6

---



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

|                                                                                                                                                  |  |                 |            |                 |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | --------------- | - | ---------- | -
|                                                                                                                                                  |  | June 30,
  2009 |            | June 30,
  2008 |  
|                                                                                                                                                  |  |                 |            |                 |  
|ASSETS                                                                                                                                            |  |                 |            |                 |   |            |  
|CURRENT ASSETS                                                                                                                                    |  |                 |            |                 |   |            |  
|Cash                                                                                                                                              |  | $               | 42         |                 | $ | 5,803      |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|TOTAL ASSETS                                                                                                                                      |  | $               | 42         |                 | $ | 5,803      |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|LIABILITIES & STOCKHOLDERS DEFICIT                                                                                                               |  |                 |            |                 |   |            |  
|CURRENT LIABILITIES                                                                                                                               |  |                 |            |                 |   |            |  
|Accounts payable and accrued liabilities                                                                                                          |  | $               | 30,616     |                 | $ | 180,011    |  
|Loans payable, related parties (Note 5)                                                                                                           |  |                 | 83,238     |                 |   | 269,817    |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|Total Current Liabilities                                                                                                                         |  |                 | 113,854    |                 |   | 449,828    |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|COMMITMENTS AND CONTINGENCIES (Note 10)                                                                                                           |  |                 |           |                 |   |           |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|STOCKHOLDERS DEFICIT                                                                                                                             |  |                 |            |                 |   |            |  
|Common stock, 200,000,000 shares
  authorized, $0.001 par value; 97,653,729 and 80,453,729 shares issued and
  outstanding, respectively (Note 7) |  |                 | 97,654     |                 |   | 80,454     |  
|Additional paid-in capital                                                                                                                        |  |                 | 7,305,674  |                 |   | 6,930,374  |  
|Accumulated deficit prior to exploration
  stage                                                                                                  |  |                 | (1,862,852 | )               |   | (1,862,852 | )
|Deficit accumulated during exploration
  stage                                                                                                    |  |                 | (5,654,287 | )               |   | (5,592,002 | )
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|TOTAL STOCKHOLDERS DEFICIT                                                                                                                       |  |                 | (113,811   | )               |   | (444,026   | )
|                                                                                                                                                  |  |                 |            |                 |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                       |  | $               | 42         |                 | $ | 5,803      |  
|                                                                                                                                                  |  |                 |            |                 |   |            |  

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

7

---



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

|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|-------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ------------------------------ | - | --------------------------------------------------------------------------------------------- | - | - | ---------- | -
|                                                                                 |  | Year
  Ended
  June 30,
  2009 |            | Year
  Ended
  June 30,
  2008 |   | Period
  from
  April 16, 2002
  (Inception of
  Exploration Stage)
  Through
  June 30, 2009 |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|REVENUES                                                                         |  | $                              |           |                                | $ |                                                                                              |   | $ |           |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|EXPENSES                                                                         |  |                                |            |                                |   |                                                                                               |   |   |            |  
|Consulting and professional fees                                                 |  |                                | 158,288    |                                |   | 152,587                                                                                       |   |   | 1,808,644  |  
|Exploration costs                                                                |  |                                |           |                                |   | 886                                                                                           |   |   | 2,449,248  |  
|Stock compensation expense                                                       |  |                                |           |                                |   |                                                                                              |   |   | 381,340    |  
|General and administrative expenses                                              |  |                                | 17,517     |                                |   | 78,850                                                                                        |   |   | 981,490    |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|TOTAL EXPENSES                                                                   |  |                                | 175,805    |                                |   | 232,323                                                                                       |   |   | 5,620,722  |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|LOSS FROM OPERATIONS                                                             |  |                                | (175,805   | )                              |   | (232,323                                                                                      | ) |   | (5,620,722 | )
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|OTHER INCOME (EXPENSE)                                                           |  |                                |            |                                |   |                                                                                               |   |   |            |  
|Loss on sale of mining equipment                                                 |  |                                |           |                                |   |                                                                                              |   |   | (177,193   | )
|Gain on settlement of debt                                                       |  |                                | 113,520    |                                |   | 28,922                                                                                        |   |   | 142,442    |  
|Other income                                                                     |  |                                |           |                                |   | 1,186                                                                                         |   |   | 1,186      |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                | 113,520    |                                |   | 30,108                                                                                        |   |   | (33,565    | )
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|LOSS BEFORE INCOME TAXES                                                         |  |                                | (62,285    | )                              |   | (202,215                                                                                      | ) |   | (5,654,287 | )
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|INCOME TAXES                                                                     |  |                                |           |                                |   |                                                                                              |   |   |           |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|NET LOSS                                                                         |  | $                              | (62,285    | )                              | $ | (202,215                                                                                      | ) | $ | (5,654,287 | )
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|NET LOSS PER SHARE, BASIC AND DILUTED:                                           |  | $                              | (0.00      | )                              | $ | (0.00                                                                                         | ) |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND
  DILUTED: |  |                                | 82,137,189 |                                |   | 79,936,789                                                                                    |   |   |            |  
|                                                                                 |  |                                |            |                                |   |                                                                                               |   |   |            |  

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

8

---



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

|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|----------------------------------------------------------------------------- |  | ----------------------- | -------- | ----------------------------------------------------------------------------- | - | --------------- | - | - | ---------- | -
|                                                                              |  | Year
  Ended
  June 30, |          | Period
  from
  April 16, 2002
  (Inception of
  Exploration Stage)
  Through |  
|                                                                              |  | 2009                    |          | 2008                                                                          |   | June
  30, 2009 |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |  |                         |          |                                                                               |   |                 |   |   |            |  
|Net loss                                                                      |  | $                       | (62,285  | )                                                                             | $ | (202,215        | ) | $ | (5,654,287 | )
|Adjustments to reconcile net loss to net cash used
by operating
  activities: |  |                         |          |                                                                               |   |                 |   |   |            |  
|Depreciation                                                                  |  |                         |         |                                                                               |   | 49,779          |   |   | 95,176     |  
|Loss on sale of mining equipment                                              |  |                         |         |                                                                               |   |                |   |   | 177,193    |  
|Options exercised for services                                                |  |                         |         |                                                                               |   |                |   |   | 276,691    |  
|Gain on settlement of debt                                                    |  |                         | (113,520 | )                                                                             |   | (28,922         | ) |   | (142,442   | )
|Stock issued for current debt                                                 |  |                         |         |                                                                               |   |                |   |   | 470,041    |  
|Stock issued for officers wages and
services                                 |  |                         |         |                                                                               |   |                |   |   | 252,700    |  
|Stock issued for professional services (Note
7)                               |  |                         | 25,000   |                                                                               |   |                |   |   | 272,060    |  
|Stock issued for exploration costs                                            |  |                         |          |                                                                               |   |                |   |   | 711,000    |  
|Stock options granted                                                         |  |                         |         |                                                                               |   |                |   |   | 381,340    |  
|Expenses paid on behalf of Company                                            |  |                         |          |                                                                               |   |                |   |   | 42,610     |  
|Decrease (increase) in:                                                       |  |                         |          |                                                                               |   |                 |   |   |            |  
|Loans and advance receivable                                                  |  |                         |          |                                                                               |   | 12,075          |   |   |           |  
|Decrease (increase) in:                                                       |  |                         |          |                                                                               |   |                 |   |   |            |  
|Accounts payable                                                              |  |                         | (35,876  | )                                                                             |   | 40,183          |   |   | 264,277    |  
|Accrued expenses                                                              |  |                         |         |                                                                               |   |                |   |   | (5,807     | )
|Accrued payables, related parties                                             |  |                         | 180,920  |                                                                               |   | 117,287         |   |   | 387,663    |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|Net cash (used) by operating activities                                       |  |                         | (5,761   | )                                                                             |   | (11,813         | ) |   | (2,471,785 | )
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |  |                         |          |                                                                               |   |                 |   |   |            |  
|Purchase of fixed assets                                                      |  |                         |         |                                                                               |   |                |   |   | (95,174    | )
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |                         |          |                                                                               |   |                 |   |   |            |  
|Net proceeds from related party loans                                         |  |                         |         |                                                                               |   |                |   |   | 57,733     |  
|Proceeds from borrowings                                                      |  |                         |         |                                                                               |   |                |   |   | 84,937     |  
|Proceed from subscription receivable                                          |  |                         |         |                                                                               |   |                |   |   | 25,000     |  
|Proceeds from sale of common stock                                            |  |                         |         |                                                                               |   |                |   |   | 2,397,835  |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|Net cash provided by financing activities                                     |  |                         |         |                                                                               |   |                |   |   | 2,565,505  |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|NET INCREASE (DECREASE) IN CASH                                               |  |                         | (5,761   | )                                                                             |   | (11,813         | ) |   | (1,454     | )
|Cash, beginning of period                                                     |  |                         | 5,803    |                                                                               |   | 17,616          |   |   | 1,496      |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|Cash, end of period                                                           |  | $                       | 42       |                                                                               | $ | 5,803           |   | $ | 42         |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|SUPPLEMENTAL CASH FLOWS INFORMATION                                           |  |                         |          |                                                                               |   |                 |   |   |            |  
|Income taxes paid                                                             |  | $                       |         |                                                                               | $ |                |   | $ |           |  
|Interest paid                                                                 |  | $                       |         |                                                                               | $ |                |   | $ |           |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                  |  |                         |          |                                                                               |   |                 |   |   |            |  
|                                                                              |  |                         |          |                                                                               |   |                 |   |   |            |  
|Note receivable from sale of mining
equipment                                 |  | $                       |         |                                                                               | $ |                |   | $ | 45,000     |  
|Common stock issued on settlement of debt (Notes 5
and 7)                     |  | $                       | 367,500  |                                                                               | $ |                |   | $ | 367,500    |  

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

9

---



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

|                                                                                |  |                    |            |        |   |        |   |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |   |  |   |          |  
|------------------------------------------------------------------------------- |  | ------------------ | ---------- | ------ | - | ------ | - | ------------------------------ | --------- | -------------------------- | - | ---------------------------------------------------- | - | -------------------------------------------------- | ---------- | -------------------------------------------- | - | ------------------------------------------ | - | - | - |  | - | -------- | -
|                                                                                |  |                    |            |        |   |        |   | Additional
  Paid-in
  Capital |           | Subscriptions
  Receivable |   | Accumulated
  Deficit Prior
  to Exploration
  Stage |   | Accumulated
  Deficit During
  Exploration
  Stage |            | Accumulated
  Other
  Comprehensive
  Income |   | Total
  Stockholders
  Equity
  (Deficit) |  
|                                                                                |  | Common
  Stock     |            |        |   |        |   |                                |          
|                                                                                |  |                    |            |        |   |        |   |                                |          
|                                                                                |  | Number
  of Shares |            | Amount |   |        |   |                                |           |                            |  
|                                                                                |  |                    |            |        |   |        |   |                                |           |                            |   |                                                      |   |                                                    |            |                                              |  
|Balance, June 30, 2001                                                          |  |                    | 18,654,580 |        | $ | 18,654 |   | $                              | 1,265,282 |                            | $ |                                                     |   | $                                                  | (1,634,303 | )                                            | $ |                                           |   | $ |  |  | $ | (350,367 | )
|Issuance of common stock for services at an average of $0.05 per
share          |  |                    | 2,300,000  |        |   | 2,300  |   |                                | 112,700   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 115,000  |  
|Cancellation of stock used as payment for debt                                  |  |                    | (3,000,000 | )      |   | (3,000 | ) |                                | (32,000   | )                          |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | (35,000  | )
|Options exercised as payment for services at $0.05 per
share                    |  |                    | 700,000    |        |   | 700    |   |                                | 34,300    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 35,000   |  
|Issuance of common stock for debt retirement at $0.15 per
share                 |  |                    | 4,421,282  |        |   | 4,422  |   |                                | 658,771   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 663,193  |  
|Issuance of stock for mining rights                                             |  |                    | 3,000,000  |        |   | 3,000  |   |                                | 327,000   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 330,000  |  
|Options exercised at $0.07 per common share                                     |  |                    | 2,000,000  |        |   | 2,000  |   |                                | 138,000   |                            |   | (70,000                                              | ) |                                                    |           |                                              |   |                                           |   |   |  |  |   | 70,000   |  
|Options exercised as payment for services at $0.11 per common
share             |  |                    | 20,000     |        |   | 20     |   |                                | 2,180     |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 2,200    |  
|Net loss for the year ended June 30, 2002                                       |  |                    |           |        |   |       |   |                                |          |                            |   |                                                     |   |                                                    | (228,549   | )                                            |   | (575,370                                   | ) |   |  |  |   | (803,919 | )
|                                                                                |  |                    |            |        |   |        |   |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |   |  |   |          |  
|Balance, June 30, 2002                                                          |  |                    | 28,095,862 |        |   | 28,096 |   |                                | 2,506,233 |                            |   | (70,000                                              | ) |                                                    | (1,862,852 | )                                            |   | (575,370                                   | ) |   |  |  |   | 26,107   |  
|Options exercised as payment for services at $0.09 per common
share             |  |                    | 500,000    |        |   | 500    |   |                                | 44,500    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 45,000   |  
|Subscriptions received                                                          |  |                    |           |        |   |       |   |                                |          |                            |   | 70,000                                               |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 70,000   |  
|Options exercised as payment for services at $0.05 per common
share             |  |                    | 1,300,000  |        |   | 1,300  |   |                                | 67,700    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 69,000   |  
|Options exercised for cash of $150,000 and services at $0.06 per
  common share |  |                    | 3,400,000  |        |   | 3,400  |   |                                | 201,600   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 205,000  |  
|Options exercised as payment of legal services at $0.04 per common
  share      |  |                    | 39,000     |        |   | 39     |   |                                | 1,521     |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |  |  |   | 1,560    |  
|                                                                                |  |                    |            |        |   |        |   |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |   |  |   |          |  
|Balance Forward                                                                 |  |                    | 33,334,862 |        | $ | 33,335 |   | $                              | 2,821,554 |                            | $ |                                                     |   | $                                                  | (1,862,852 | )                                            | $ | (575,370                                   | ) | $ |  |  | $ | 416,667  |  

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

10

---



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

|                                                                    |  |                    |            |        |   |        |  |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |      |   |   |            |  
|------------------------------------------------------------------- |  | ------------------ | ---------- | ------ | - | ------ |  | ------------------------------ | --------- | -------------------------- | - | ---------------------------------------------------- | - | -------------------------------------------------- | ---------- | -------------------------------------------- | - | ------------------------------------------ | - | - | ---- | - | - | ---------- | -
|                                                                    |  |                    |            |        |   |        |  | Additional
  Paid-in
  Capital |           | Subscriptions
  Receivable |   | Accumulated
  Deficit Prior
  to Exploration
  Stage |   | Accumulated
  Deficit During
  Exploration
  Stage |            | Accumulated
  Other
  Comprehensive
  Income |   | Total
  Stockholders
  Equity
  (Deficit) |  
|                                                                    |  | Common
  Stock     |            |        |   |        |  |                                |          
|                                                                    |  |                    |            |        |   |        |  |                                |          
|                                                                    |  | Number
  of Shares |            | Amount |   |        |  |                                |           |                            |  
|                                                                    |  |                    |            |        |   |        |  |                                |           |                            |   |                                                      |   |                                                    |            |                                              |  
|Balance Forward                                                     |  |                    | 33,334,862 |        | $ | 33,335 |  | $                              | 2,821,554 |                            | $ |                                                     |   | $                                                  | (1,862,852 | )                                            | $ | (575,370                                   | ) | $ |     |   | $ | 416,667    |  
|Issuance of stock for services at $0.08 per share                   |  |                    | 600,000    |        |   | 600    |  |                                | 47,400    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 48,000     |  
|Issuance of stock for debt at $0.06 per common share                |  |                    | 2,348,615  |        |   | 2,348  |  |                                | 138,568   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 140,916    |  
|Options exercised for cash at $0.045 per common share               |  |                    | 1,111,112  |        |   | 1,111  |  |                                | 48,889    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 50,000     |  
|Options exercised at $0.05 per share for subscription
receivable    |  |                    | 500,000    |        |   | 500    |  |                                | 24,500    |                            |   | (25,000                                              | ) |                                                    |           |                                              |   |                                           |   |   |     |   |   |           |  
|Options exercised as payment for services at $0.05 per
share        |  |                    | 400,000    |        |   | 400    |  |                                | 19,600    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 20,000     |  
|Net loss for the year ended June 30, 2003                           |  |                    |           |        |   |       |  |                                |          |                            |   |                                                     |   |                                                    |           |                                              |   | (730,997                                   | ) |   |     |   |   | (730,997   | )
|Foreign currency translation gain                                   |  |                    |           |        |   |       |  |                                |          |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   | 682  |   |   | 682        |  
|                                                                    |  |                    |            |        |   |        |  |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |      |   |   |            |  
|Balance, June 30, 2003                                              |  |                    | 38,294,589 |        |   | 38,294 |  |                                | 3,100,511 |                            |   | (25,000                                              | ) |                                                    | (1,862,852 | )                                            |   | (1,306,367                                 | ) |   | 682  |   |   | (54,732    | )
|Options exercised as payment for services at $0.05 per common
share |  |                    | 525,000    |        |   | 525    |  |                                | 26,875    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 27,400     |  
|Stock subscription paid                                             |  |                    |           |        |   |       |  |                                |          |                            |   | 25,000                                               |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 25,000     |  
|Options exercised at $0.06 per share                                |  |                    | 11,125,000 |        |   | 11,125 |  |                                | 696,375   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 707,500    |  
|Issuance of stock for services at $0.20 per share                   |  |                    | 25,000     |        |   | 25     |  |                                | 4,975     |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 5,000      |  
|Issuance of stock for property acquisition at $0.16 per
share       |  |                    | 1,000,000  |        |   | 1,000  |  |                                | 159,000   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 160,000    |  
|Stock issued for cash at $0.30 per share                            |  |                    | 1,000,000  |        |   | 1,000  |  |                                | 299,000   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 300,000    |  
|Net loss for the year ended June 30, 2004                           |  |                    |           |        |   |       |  |                                |          |                            |   |                                                     |   |                                                    |           |                                              |   | (788,700                                   | ) |   |     |   |   | (788,700   | )
|Foreign currency translation gain (loss)                            |  |                    |           |        |   |       |  |                                |          |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   | (682 | ) |   | (682       | )
|                                                                    |  |                    |            |        |   |        |  |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |      |   |   |            |  
|Balance, June 30, 2004                                              |  |                    | 51,969,589 |        |   | 51,969 |  |                                | 4,286,736 |                            |   |                                                     |   |                                                    | (1,862,852 | )                                            |   | (2,095,067                                 | ) |   |     |   |   | 380,786    |  
|Options exercised at an average of $0.11 per share                  |  |                    | 859,000    |        |   | 859    |  |                                | 90,132    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 90,991     |  
|Issuance of stock for debt at $0.07 per share                       |  |                    | 1,088,075  |        |   | 1,088  |  |                                | 79,245    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 80,333     |  
|Issuance of stock for property acquisition at $0.09 per
share       |  |                    | 1,500,000  |        |   | 1,500  |  |                                | 133,500   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 135,000    |  
|Issuance of stock for services at $0.09 per share                   |  |                    | 150,000    |        |   | 150    |  |                                | 13,350    |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 13,500     |  
|Issuance of stock for services at $0.20 per share                   |  |                    | 50,000     |        |   | 50     |  |                                | 9,950     |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 10,000     |  
|Options exercised as payment for services at $0.08 per
share        |  |                    | 1,709,888  |        |   | 1,710  |  |                                | 133,580   |                            |   |                                                     |   |                                                    |           |                                              |   |                                           |   |   |     |   |   | 135,290    |  
|Net loss for the year ended June 30, 2005                           |  |                    |           |        |   |       |  |                                |          |                            |   |                                                     |   |                                                    |           |                                              |   | (1,018,390                                 | ) |   |     |   |   | (1,018,390 | )
|                                                                    |  |                    |            |        |   |        |  |                                |           |                            |   |                                                      |   |                                                    |            |                                              |   |                                            |   |   |      |   |   |            |  
|Balance, June 30, 2005                                              |  |                    | 57,326,552 |        | $ | 57,326 |  | $                              | 4,746,493 |                            | $ |                                                     |   | $                                                  | (1,862,852 | )                                            | $ | (3,113,457                                 | ) | $ |     |   | $ | (172,490   | )

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

11

---



APOLO GOLD & ENERGY INC. 
(An Exploration Stage Company) 
STATEMENT OF STOCKHOLDERS DEFICIT

|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  
|-------------------------------------------------------------------------------- |  | ------------------ | ---------- | ------ | - | ------ | - | ------------------------------ | --------- | ---------------------------------------------------- | - | -------------------------------------------------- | - | -------------------------------------------- | ---------- | ------------------------------------------ | - | - |  | - | ---------- | -
|                                                                                 |  |                    |            |        |   |        |   | Additional
  Paid-in
  Capital |           | Accumulated
  Deficit Prior
  to Exploration
  Stage |   | Accumulated
  Deficit During
  Exploration
  Stage |   | Accumulated
  Other
  Comprehensive
  Income |            | Total
  Stockholders
  Equity
  (Deficit) |  
|                                                                                 |  | Common
  Stock     |            |        |   |        |   |                               
|                                                                                 |  |                    |            |        |   |        |   |                               
|                                                                                 |  | Number
  of Shares |            | Amount |   |        |   |                                |           |                                                     
|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  
|Balance Forward - June 30, 2005                                                  |  |                    | 57,326,552 |        | $ | 57,326 |   | $                              | 4,746,493 |                                                      | $ | (1,862,852                                         | ) | $                                            | (3,113,457 | )                                          | $ |  |  | $ | (172,490   | )
|Issuance of stock for services at $0.06 per share                                |  |                    | 1,805,000  |        |   | 1,805  |   |                                | 116,695   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 118,500    |  
|Issuance of stock for property acquisition at $0.16 per
share                    |  |                    | 1,100,000  |        |   | 1,100  |   |                                | 64,900    |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 66,000     |  
|Options exercised for cash at $0.07 per common share                             |  |                    | 1,000,000  |        |   | 1,000  |   |                                | 69,000    |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 70,000     |  
|Options exercised as payment for services from $0.07 to $0.10 per
  common share |  |                    | 1,300,000  |        |   | 1,300  |   |                                | 112,700   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 114,000    |  
|Stock issued for cash at $0.10 per share                                         |  |                    | 5,600,000  |        |   | 5,600  |   |                                | 554,400   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 560,000    |  
|Issuance of stock for debt from $0.06 to $0.10 per share                         |  |                    | 3,726,125  |        |   | 3,726  |   |                                | 281,899   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 285,625    |  
|Stock issued for cash from $0.09 to $0.105 per share                             |  |                    | 2,364,387  |        |   | 2,365  |   |                                | 226,979   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 229,344    |  
|Stock options granted                                                            |  |                    |           |        |   |       |   |                                | 381,340   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 381,340    |  
|Net loss for the year ended June 30, 2006                                        |  |                    |           |        |   |       |   |                                |          |                                                      |   |                                                   |   |                                              | (1,404,004 | )                                          |   |  |  |   | (1,404,004 | )
|Balance, June 30, 2006                                                           |  |                    | 74,222,064 |        |   | 74,222 |   |                                | 6,554,406 |                                                      |   | (1,862,852                                         | ) |                                              | (4,517,461 | )                                          |   |  |  |   | 248,315    |  
|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  
|Issuance of stock for services at $0.10 per share                                |  |                    | 90,000     |        |   | 90     |   |                                | 8,910     |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 9,000      |  
|Issuance of stock for debt at $0.06 per share                                    |  |                    | 725,000    |        |   | 725    |   |                                | 42,775    |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 43,500     |  
|Issuance of stock for services from $0.08 to $0.09 per common
share              |  |                    | 2,100,000  |        |   | 2,100  |   |                                | 170,400   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 172,500    |  
|Common shares cancelled at $0.09 per share                                       |  |                    | (550,000   | )      |   | (550   | ) |                                | (48,950   | )                                                    |   |                                                   |   |                                              |           |                                            |   |  |  |   | (49,500    | )
|Issuance of stock for cash at $0.06 per share                                    |  |                    | 1,666,665  |        |   | 1,667  |   |                                | 98,333    |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 100,000    |  
|Net loss for the year ended June 30, 2007                                        |  |                    |           |        |   |       |   |                                |          |                                                      |   |                                                   |   |                                              | (872,325   | )                                          |   |  |  |   | (872,325   | )
|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  
|Balance, June 30, 2007                                                           |  |                    | 78,253,729 |        |   | 78,254 |   |                                | 6,825,874 |                                                      |   | (1,862,852                                         | ) |                                              | (5,389,787 | )                                          |   |  |  |   | (348,511   | )
|Issuance of stock for debt at $0.0485 per share                                  |  |                    | 2,200,000  |        |   | 2,200  |   |                                | 104,500   |                                                      |   |                                                   |   |                                              |           |                                            |   |  |  |   | 106,700    |  
|Net loss for the year ended June 30, 2008                                        |  |                    |           |        |   |       |   |                                |          |                                                      |   |                                                   |   |                                              | (202,215   | )                                          |   |  |  |   | (202,215   | )
|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  
|Balance, June 30, 2008                                                           |  |                    | 80,453,729 |        |   | 80,454 |   |                                | 6,930,374 |                                                      |   | (1,862,852                                         | ) |                                              | (5,592,002 | )                                          |   |  |  |   | (444,026   | )
|Issuance of stock for debt at $0.025 per share                                   |  |                    | 14,700,000 |        |   | 14,700 |   |                                | 352,800   |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   | 367,500    |  
|Isuance of stock for services at $0.01 per share                                 |  |                    | 2,500,000  |        |   | 2,500  |   |                                | 22,500    |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   | 25,000     |  
|Net loss for year ended June 30, 2009                                            |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              | (62,285    | )                                          |   |   |  |   | (62,285    | )
|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  
|Balance, June 30, 2009                                                           |  |                    | 97,653,729 |        | $ | 97,654 |   | $                              | 7,305,674 |                                                      | $ | (1,862,852                                         | ) | $                                            | (5,654,288 | )                                          | $ |  |  | $ | (113,811   | )
|                                                                                 |  |                    |            |        |   |        |   |                                |           |                                                      |   |                                                    |   |                                              |            |                                            |   |   |  |   |            |  

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

12

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS

Apolo Gold & Energy,
Inc. formerly known as Apolo Gold, Inc. (hereinafter the Company) was incorporated
in March of 1997 under the laws of the State of Nevada primarily for the
purpose of acquiring and developing mineral properties. The Company conducts
operations primarily from its administrative offices in Vancouver, British
Columbia, Canada. In 1997, the Company formed a subsidiary corporation
(Apologold C.A.) in Venezuela, which was originally used to acquire a
Venezuelan mining property. The subsidiary has had no financial transactions
since 2001 and is no longer active.

On April 16, 2002, the
Company signed an agreement to enter into a joint venture to explore a mineral
property (the Napal Gold Property) in Indonesia. Upon signing this agreement,
the Company entered a new exploration stage and commenced exploration of the
Napal Gold Property, not yet under production. In the year ended June 30, 2008,
the Company abandoned the Napal Gold Property and its exploration efforts in
Indonesia (see Note 3). As at June 30, 2009 and 2008 the Company does not have
any mineral property interests. The Company is presently investigating new
mineral property exploration and development investments.

The Companys year-end is
June 30.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Accounting
Method

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

Basic
and Diluted Loss Per Share

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

Cash
and Cash Equivalents

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

Concentration
of Risk

The Company maintains its
cash accounts in primarily one commercial bank in Vancouver, British Columbia,
Canada. The Canadian dollar account is insured up to a maximum of $100,000 per
account. However, the Companys business checking account, which is maintained
in United States dollars, is not insured. As at June 30, 2009, there were $19
federally uninsured (2008 - $5,107).

13

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

The Company is not exposed
to significant interest, credit or currency risk due to the short term nature
of its financial instruments.

Derivative
Instruments

The Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (hereinafter
SFAS No. 133), as amended by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities  Deferral of the Effective Date of FASB No.
133, and SFAS No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, and SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. These statements establish
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. They require that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those instruments at
fair value.

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

Historically, the Company
has not entered into derivatives contracts to hedge existing risks or for
speculative purposes. At June 30, 2009 and 2008, the Company has not engaged in
any transactions that would be considered derivative instruments or hedging
activities.

Estimates

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

Exit
or Disposal Activities

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

Exploration
Stage

The Company began a new
exploration stage on April 16, 2002 at which time it commenced the exploration
of the Napal Gold Property, including a drilling program. In the year ended
June 30, 2008, the Company abandoned the Napal Gold Property and its
exploration efforts in Indonesia (see Note 3). As at June 30, 2009 and 2008 the
Company does not have any mineral property interests. The Company is presently
investigating new mineral property exploration and development investments.

14

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

Fair
Value of Financial Instruments

The carrying amounts for
cash, accounts payable and accrued liabilities and loans payable to related
parties approximate their fair value due to their short term nature.

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.

Comprehensive
Income

In accordance with SFAS 130,
Reporting Comprehensive Income (SFAS 130), comprehensive income consists of
net income and other gains and losses affecting stockholders equity that are
excluded from net income, such as unrealized gains and losses on investments
available for sale, foreign currency translation gains and losses when the
Company has a functional currency other than U.S. dollars, and minimum pension
liability. For the year ended June 30, 2009 and 2008 the Companys financial
statements include none of the additional elements that affect comprehensive income.
Accordingly, net income and comprehensive income are identical.

Going
Concern

As shown in the financial
statements, the Company incurred a net loss of $62,285 for the year ended June
30, 2009 and has an accumulated deficit of, 7,517,139, no revenues, and limited
cash resources as at June 30, 2009.

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s
management 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. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

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

Impaired
Asset Policy

In October 2001, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (hereinafter SFAS No. 144). SFAS No. 144 replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed of. This standard establishes a single accounting model for
long-lived assets to be disposed of by sale, including discontinued operations.
SFAS No. 144 requires that these long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in continuing
operations or discontinued operations. The Company reviews its long-lived
assets quarterly to determine if any events or changes in circumstances

15

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

have transpired which
indicate that the carrying value of its assets may not be recoverable. As of
June 30, 2009 no impairment was deemed necessary. During the year ended June
30, 2008, the Company had abandoned its mining equipment resulting from
discontinued exploration operations in Indonesia (see further Note 4).

Mineral
Exploration and Development Costs

All exploration expenditures
are expensed as incurred. Significant property acquisition payments for active
exploration properties are capitalized. If no ore body able to be mined is
discovered, previously capitalized costs are expensed in the period the
property is abandoned.

Expenditures to develop new
mines, to define further mineralization in existing ore bodies, and to expand
the capacity of operating mines are capitalized and amortized on a
units-of-production basis over proven and probable reserves. Should a property
be abandoned, its capitalized costs are charged to operations. The Company
charges to operations the allocable portion of capitalized costs attributable
to properties sold. Capitalized costs are allocated to properties sold based on
the proportion of claims sold to the claims remaining within the project area.

Provision
for Taxes

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

At June 30, 2009, the
Company had net deferred tax assets calculated at an expected rate of 33% of
approximately $2,483,750 principally arising from approximate net operating
loss carry forward of $7,426,516 for income tax purposes, which expire in the years
2017 through 2029. As management of the Company cannot determine that it is
more likely than not that the Company will realize the benefit of the net
deferred tax asset, a valuation allowance equal to the net deferred tax asset
has been recorded. The significant components of the deferred tax asset at June
30, 2009 and June 30, 2008 were as follows:

|                                       |  |                 |            |                 |   |            |  
|-------------------------------------- |  | --------------- | ---------- | --------------- | - | ---------- | -
|                                       |  | June
  30, 2009 |            | June
  30, 2008 |  
|                                       |  |                 |            |                 |  
|Net operating loss carry forward       |  | $               | 7,526,516  |                 |   | 7,481,768  |  
|                                       |  |                 |            |                 |   |            |  
|                                       |  |                 |            |                 |   |            |  
|Deferred tax asset                     |  | $               | 2,483,750  |                 | $ | 2,468,983  |  
|Deferred tax asset valuation allowance |  | $               | (2,483,750 | )               |   | (2,468,983 | )
|                                       |  |                 |            |                 |   |            |  
|Net deferred tax asset                 |  | $               |           |                 | $ |           |  
|                                       |  |                 |            |                 |   |            |  

The change in the allowance
account from June 30, 2008 to June 30, 2009 was $14,767

16

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

|                                                 |  |                   |         |                   |   |         |  
|------------------------------------------------ |  | ----------------- | ------- | ----------------- | - | ------- | -
|                                                 |  | June
  30,
  2009 |         | June
  30,
  2008 |  
|                                                 |  |                   |         |                   |  
|Statutory rate                                   |  |                   | 33      | %                 |   | 33      | %
|                                                 |  |                   |         |                   |   |         |  
|Income taxes recovered at the effective tax rate |  | $                 | 22.296  |                   | $ | 66,662  |  
|Adjustment for temporary timing differences:     |  |                   |        |                   |   | 9,544   |  
|Adjustment for permanent timing differences:     |  |                   | (7,502  | )                 |   |        |  
|                                                 |  |                   |         |                   |   |         |  
|                                                 |  |                   | 14,767  |                   |   | 57,118  |  
|Benefit of tax losses not recognized in year     |  |                   | (14,767 | )                 |   | (57,118 | )
|                                                 |  |                   |         |                   |   |         |  
|                                                 |  |                   |         |                   |   |         |  
|Income tax recovery (expense) recognized in year |  | $                 |        |                   | $ |        |  
|                                                 |  |                   |         |                   |   |         |  

Reclamation
Costs

Reclamation costs that
related to current operations are charged to operations or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue
generation, are charged to operations. Liabilities are recorded when
environmental assessments and/or remedial efforts are probable, and the cost
can be reasonably estimated. Generally, the timing of these accruals coincides
with the earlier of completion of a feasibility study or the Companys
commitments to plan of action based on the then known facts.

Recent
Accounting Pronouncements

In December 2007, the FASB
issued SFAS No. 141(R), Business Combinations. This Statement replaces SFAS
No. 141, Business Combinations. This Statement retains the fundamental
requirements in Statement 141 that the acquisition method of accounting (which
Statement 141 called the purchase method) be used for all business combinations
and for an acquirer to be identified for each business combination. This
Statement also establishes principles and requirements for how the acquirer: a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree; b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase and c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS No. 141(R)
will apply prospectively to business combinations for which the acquisition
date is on or after Companys fiscal year beginning November 1, 2009. The
adoption of this statement is not expected to have a material effect on the
Companys financial statements.In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements. This
Statement amends ARB 51 to establish accounting and reporting standards for the
non-controlling (minority) interest in a subsidiary and for the deconsolidation
of a subsidiary. It clarifies that a non-controlling interest in a subsidiary
is an ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. SFAS No. 160 is effective for
the Companys fiscal year beginning November 1, 2009. The adoption of this
statement is not expected to have a material effect on the Companys financial
statements.

17

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

In March 2008, the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133 (FAS 161). FAS 161 changes
the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position, financial
performance, and cash flows. The guidance in FAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but
does not require, comparative disclosures for earlier periods at initial
adoption. The adoption of this statement is not expected to have a material
effect on the Companys financial statements.In May 2008, the FASB issued SFAS
No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No.
162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles. This statement shall be effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, the Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. We do not expect this adoption will
have a material impact on our financial statements.

In May 2008, the FASB issued
SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  an
interpretation of FASB Statement No. 60 (SFAS 163). SFAS 163 interprets
Statement 60 and amends existing accounting pronouncements to clarify their
application to the financial guarantee insurance contracts included within the
scope of that statement. SFAS 163 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and all interim periods
within those fiscal years. The Company is currently evaluating the impact of
SFAS 163 on its financial statements; it does not expect it to have a material
effect.

In May 2009, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 165, Subsequent Events (SFAS 165), which establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. The provisions of SFAS 165 are effective for interim
and annual reporting periods for the Company ending after June 15, 2009. The
adoption of this SFAS did not have a material impact on the Companys financial
statements as at June 30, 2009.

FAS 166 amends SFAS No. 140
by removing the exemption from consolidation for Qualifying Special Purpose
Entities (QSPEs). This Statement also limits the circumstances in which a
financial asset, or portion of a financial asset, should be derecognized when
the transferor has not transferred the entire original financial asset to an
entity that is not consolidated with the transferor in the financial statements
being presented and/or when the transferor has continuing involvement with the
transferred financial asset. The Company will adopt this Statement for interim
and annual reporting periods beginning on July 1, 2009. The Company does not
expect the adoption of this standard to have any material impact on financial
statements.

In June 2009, the FASB
issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R), (SFAS 167) and SFAS No. 166, Accounting for Transfers of Financial Assets  an
amendment of FASB Statement No. 140(SFAS 166). SFAS 167 amends
FASB Interpretation 46(R) to eliminate the quantitative approach previously
required for determining the primary beneficiary of a variable interest entity
and requires ongoing qualitative reassessments of whether an enterprise is the
primary beneficiary of a variable interest
entity. The Company does not expect the adoption of this standard to have a
material impact on the financial statements.

18

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

In June 2009, the Financial
Accounting Standards Board Issued Statements of Financial Accounting Standards
No. 168 The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles (SFAS 168). The FASB Accounting
Standards Codification has become the source of authoritative U.S. generally
accepted accounting principles (GAAP) recognized by the FASB effective
September 15, 2009. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws continue
to be sources of authoritative GAAP for SEC registrants. On the effective date
of this Statement, the Codification will supersede all then-existing non-SEC
accounting and reporting standards. As the principal source of authoritative
accounting literature following its release, we will be required to revise our
filings commencing with our quarterly period ended September 30, 2009 to
reflect references to the Codification.

Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force),
the AICPA, and the SEC did not, or are not believed by management to, have a
material impact on our present or future financial statements.

Revenue
Recognition

Sales are recorded when
minerals are delivered to the purchaser.

Segment
Information

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

Stock-Based
Compensation

The Company adopted SFAS No.
123(revised), Share-Based Payment,
to account for its stock options and similar equity instruments issued.
Accordingly, compensation costs attributable to stock options or similar equity
instruments granted are measured at the fair value at the grant date, and
expensed over the expected vesting period. Transactions in which goods or
services are received from non-employees in exchange for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. SFAS 123(revised) requires excess tax benefits be reported
as a financing cash inflow rather than as a reduction of taxes paid.

NOTE 3  MINERAL PROPERTIES

Indonesia

19

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

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, who held the rights to explore the property and Pt Napal
Umbar Picung, the owners of the NUP property. The agreement enabled the joint
venture to acquire the mining rights on the property known as the Napal Gold
Property, (NUP) located in Sumatra, Indonesia. In exchange for a commitment for
future incremental cash payments totaling $375,000, payable over six years, and
3,000,000 shares of the Companys restricted common stock, the Company would
receive 734 hectares with a production permit number KW-098PP325 (KP) in place.
Although preliminary sampling on the property indicated the presence of gold,
subsequent drilling showed inconclusive results, and the Company determined
that its findings to date were not sufficient to continue. The Company decided
to terminate its agreement on the property and return exploration rights to the
property owner during the year ended June 30, 2008.

On September 21, 2005, the
Company entered into an Exploration Agreement with Option for Joint Venture on
the Beowawe Project in Nevada. This Agreement was executed with Atna
Resources Ltd., of Vancouver BC Canada in regard to exploration on the Beowawe
Property located in Lander and Eureka Counties, Nevada. Under terms of the
Agreement, Atna Resources Ltd. granted the Company the exclusive right to
acquire an undivided 55% interest in the Beowawe Property by expending a total
of $1,700,000 within a four year period. The first year exploration requirement
was $250,000. The Company did not complete the required work program in the
allotted time period and subsequently negotiated a cancellation of the
Agreement, signed on February 14, 2007. In the fiscal year ending June 30,
2009, the remaining debt owing to Atna Resources Ltd. of $113,520 was forgiven.

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

NOTE 4  PROPERTY AND EQUIPMENT

In June 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations (hereinafter SFAS No.
143). SFAS No. 143 establishes guidelines related to the retirement of
tangible long-lived assets of the Company and the associated retirement costs.
This statement requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived assets.
The Company adopted SFAS No. 143 during the year ended June 30, 2002. As at
June 30, 2009 and 2008 estimated asset retirement costs were $nil.

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

Mining equipment is $nil at
June 30, 2009 and 2008. There was no depreciation in fiscal 2009 (2008 -
$49,780). In fiscal 2008 the Company charged an additional amount of $34,460 to
depreciation to reflect a change in the estimate of the salvage value of the
mining equipment, situated in Indonesia.

Maintenance and repairs are
expensed as incurred. Replacements and betterments are capitalized. The cost
and related reserves of assets sold or retired are removed from the accounts,
and any resulting gain or loss is reflected in results of operations.

20

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

NOTE 5  LOANS PAYABLE, RELATED PARTIES

The Companys loans payable
are due to its three Directors. They are non-interest bearing, unsecured and
have no stated terms of repayment. During the year, the Company issued
13,800,000 common shares at a deemed value of $0.025 to settle $354,000 of
liabilities due to two Directors.

NOTE 6  PREFERRED STOCK

The Companys directors
authorized 25,000,000 preferred shares with a par value of $0.001. The
preferred shares will have rights and preferences set from time to time by the
Board of Directors. As of June 30, 2008 and 2007, the Company has no preferred
shares issued and outstanding.

NOTE 7  COMMON STOCK

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

During the year ended June
30, 2009, the Company issued 2,500,000 restricted common shares for consulting
services received during fiscal 2009 at a value of $0.01 per share.

The Company further issued
14,700,000 restricted common shares at a price of $0.025 per share in
settlement of debt outstanding; 13,800,000 of these restricted common shares
were issued to two officers of the Company. The shares are valued at the
carrying value of the debt settled.

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

NOTE 8  COMMON STOCK OPTIONS

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

21

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

each option. All options
authorized by each plan 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 the Companys stock option plans as at
June 30, 2009 and 2008:

|                                                             |  |                                                                                    |           |                                                                 |   |                                                                                                              |  |  |           | 
|------------------------------------------------------------ |  | ---------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------ |  |  | --------- | 
|Equity compensation plans
  not approved by security holders |  | Number
  of
  securities to be
  issued
  upon exercise of
  outstanding
  options |           | Weighted-
  average
  exercise price
  of outstanding
  options |   | Number
  of
  securities
  remaining
  available for
  future issuance
  under equity
  compensation
  plans | 
|                                                             |  |                                                                                    |           |                                                                 |   |                                                                                                              | 
|2000 stock option plan                                       |  |                                                                                    | 1,000,000 |                                                                 | $ | 0.14                                                                                                         |  |  |          | 
|2002 stock option plan                                       |  |                                                                                    | 100,000   |                                                                 | $ | 0.10                                                                                                         |  |  |          | 
|2003 stock option plan                                       |  |                                                                                    | 0         |                                                                 | $ | 0                                                                                                            |  |  |          | 
|2004 and 2004A stock option plans                            |  |                                                                                    | 3,500,000 |                                                                 | $ | 0.16                                                                                                         |  |  |          | 
|2005 stock option plan                                       |  |                                                                                    | 2,000,000 |                                                                 | $ | 0.09                                                                                                         |  |  |          | 
|2006 stock option plan                                       |  |                                                                                    | 2,350,000 |                                                                 | $ | 0.09                                                                                                         |  |  | 1,875,000 | 
|                                                             |  |                                                                                    |           |                                                                 |   |                                                                                                              |  |  |           | 
|Total                                                        |  |                                                                                    | 8,950,000 |                                                                 |   |                                                                                                              |  |  | 1,875,000 | 
|                                                             |  |                                                                                    |           |                                                                 |   |                                                                                                              |  |  |           | 

The following is a summary
of stock option activity:

|                                      |  |                       |            |                                       |  |       |  
|------------------------------------- |  | --------------------- | ---------- | ------------------------------------- |  | ----- | -
|                                      |  | Number
  of 
  Shares |            | Weighted
  Average
  Exercise
  Price | 
|                                      |  |                       |            |                                       | 
|Outstanding at June 30, 2007 and 2008 |  |                       | 8,950,000  |                                       |  | 0.12  |  
|                                      |  |                       |            |                                       |  |       |  
|Granted                               |  |                       |           |                                       |  |      |  
|Exercised                             |  |                       |           |                                       |  |      |  
|Forfeited / cancelled                 |  |                       | (8,950,000 | )                                     |  | (0.12 | )
|                                      |  |                       |            |                                       |  |       |  
|                                      |  |                       |            |                                       |  |       |  
|Outstanding at June 30, 2009          |  |                       |           |                                       |  |      |  
|                                      |  |                       |            |                                       |  |       |  

22

---



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|APOLO GOLD & ENERGY, INC. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS 
  June 30, 2009
|                                                                                                             

The stock options were fully
vested as at June 30, 2009 and 2008.

NOTE 9  RELATED PARTY TRANSACTIONS

The Company had the
following related party balances and transactions, not otherwise disclosed in
the notes to these financial statements:

During the year ended June
30, 2009, the Company accrued consulting fees of $120,000 (2008 - $120,000) to
two Officers of the Company. The transaction was measured at the agreed upon
amount between the Company and the Officers.

NOTE 10  COMMITMENTS AND CONTINGENCIES

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.

23

---



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On September
10, 2008 the firm Williams & Webster, P.S. of Spokane, Washington, resigned
as the principal accountant to audit the Registrants financial statements.
Williams & Webster, P.S., were the auditors of the financial statements for
the fiscal years of the Registrant ended June 30, 2007 and 2006.

Except for the
following qualification, the report of Williams & Webster, P.S, for the
fiscal years of the Registrant ended June 30, 2007 and 2006 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principle:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | The accompanying financial statements have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 2 to the financial statements, the Company has no revenues
  and limited cash. In addition, the Companys significant operating losses
  raise substantial doubt about its ability to continue as a going concern.
  Managements plans regarding those matters also are described in Note 2. The
  financial statements do not include any adjustments that might result from
  the outcome of this uncertainty. | 

During the
fiscal years of the Registrant ended June 30, 2007 and 2006 and through
September 10, 2008, there were no disagreements with Williams & Webster,
P.S., on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Williams & Webster, P.S., would have caused Williams
& Webster, P.S., to make reference thereto in his report on the
Registrants financial statements for such year.

During the
fiscal years of the Registrant ended June 30, 2008 and 2007 and through
September 10, 2008, there were no reportable events with respect to the
Registrant as that term is defined in Item 304(a)(1)(iv) of Regulation S-B.

During the
fiscal years of the Registrant ended June 30, 2007 and 2006 and through
September 10, 2008, the Registrant did not consult with Williams & Webster,
P.S., with respect to any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-B.

ITEM 9A.
CONTROLS AND PROCEDURES

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

REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In connection
with the preparation of this Annual Report on Form 10-K for the year ended June
30, 2008, management, with the participation of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our internal controls
over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Our
Chief Executive Officer and Chief Financial Officer concluded and reported to
the Board of Directors that the design and operation of our internal controls
and procedures over financial reporting were not effective as of June 30, 2009
in that the Company failed to make certain adjustments that previously were not
considered material which due to the low operating activity of the Company
should have been considered material. As a result the internal controls have
been revised to lower the threshold at which adjustments are considered
material.

24

---



ITEM 9A(T). CONTROLS AND PROCEDURES.

This annual
report does not include an attestation report of the Companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the companys registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only managements report
in this annual report.

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT

(a)
Directors and Executive Officers

|                    |  |     |  |  |                                               |  |  |             
|------------------- |  | --- |  |  | --------------------------------------------- |  |  | ------------
|                    |  |     |  |  |                                               |  |  | 1ST YEAR    
|NAME                |  | AGE |  |  | POSITION                                      |  |  | WITH COMPANY
|                    |  |     |  |  |                                               |  |  |             
|Peter Bojtos        |  | 60  |  |  | Director
  Chairman, President & CEO          |  |  | 2006        
|Robert G.
  Dinning |  | 70  |  |  | Director
  Chief Financial Officer, Secretary |  |  | 2000        
|David Yu            |  | 53  |  |  | Director                                      |  |  | 2006        

Business
Experience

Peter Bojtos.

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

Mr. Bojtos is
a director of several resource companies, including Fischer-Watt Gold
Company,Inc, Tournigan Energy Ltd and US Gold Corp.

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

Robert G.
Dinning C.A.

Mr. Dinning is
a Chartered Accountant, and a life time member of the Alberta Institute of
Chartered Accountants. Mr. Dinning has hadhis own Business and Management
Consulting business since 1977, focusing primarily in the forestry, mining, and
software/high tech industries. Mr. Dinning has been active as a Director and
Officer and consultant in various public companies over the past 38 years.
Currently Mr. Dinning is also a director of Industrial Minerals, Inc.,
Paramount Gold & Silver Corp., ATAC Resources Ltd, Rockhaven Resources Ltd,
Sonora Gold & Silver Corp, and Gold Star Resources Corp.

David Yu

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

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

25

---



Committees:
Meetings of the Board

The Company
does not have a separate Compensation Committee, Audit Committee or Nominating
Committee. These functions are done by the Board of Directors meeting as a
whole. The Companys Board of Directors held both in person meetings during the
fiscal year ended June 30, 2009 and meetings by telephone. All corporate actions
by the Board of Directors were either consented to in writing by all Directors
or were agreed to unanimously at a meeting where proper notice had been given
and a quorum was present.

Audit
Committee

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

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

|  |                                                                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|* | understands
  generally accepted accounting principles and financial statements,                                                                          
|  |                                                                                                                                                           
|* | is able
  to assess the general application of such principles in connection with
  accounting for estimates, accruals and reserves,                      
|  |                                                                                                                                                           
|* | has
  experience preparing, auditing, analyzing or evaluating financial statements
  comparable to the breadth and complexity to our financial statements,
|  |                                                                                                                                                           
|* | understands
  internal controls over financial reporting, and                                                                                             
|  |                                                                                                                                                           
|* | understands
  audit committee functions.                                                                                                                  

Board of
Directors Independence

One of the
Companys directors isindependent within the meaning of definitions
established by the Securities and Exchange Commission or any self-regulatory
organization. This director is David Yu. The Company is not currently subject
to any law, rule or regulation requiring that all or any portion of its board
of directors include independent directors.

Director
Nominees

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

26

---



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

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

Security
Holder Communications with our Board of Directors

The Company
provides an informal process for security holders to send communications to our
board of directors. Security holders who wish to contact the board of directors
or any of its members may do so by writing to Apolo Gold Inc., #12-1900 Indian
River Cres, North Vancouver BC, Canada V7G 2R1. Correspondence directed to an
individual board member is referred, unopened, to that member. Correspondence
not directed to a particular board member is referred, unopened, to the
President and CEO.

Code of Ethics

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

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

During the
fiscal year ended June 30, 2009 our Directors and Officers have not complied
with all applicable Section 16(a) filing requirements. Directors Bojtos and
Dinning did not file a Form 4, Form 5 A or Form 13G on a timely basis. The
company did not have the resources to process said forms. Please see Item 13
Related Party Transactions.

Family
Relationships

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

27

---



ITEM 11.
EXECUTIVE COMPENSATION Furnish the information required by Item 402 of
Regulation S-K (§ 229.402 of this chapter) and paragraph (e)(4) and (e)(5) of
Item 407 of Regulation S-K

The
following table shows for the fiscal years ending June 30, 2009,and 2008, the
compensation awarded or paid by the Company to its Chief Executive Officer. No
executive officers of the Company had total salary and bonus exceeding $100,000
during such year.

|                                                        |                     |                            |  |                      |        |                  |         |                        |  |    
|------------------------------------------------------- | ------------------- | -------------------------- |  | -------------------- | ------ | ---------------- | ------- | ---------------------- |  | ---
|                                                        |                     | Summary Compensation Table
|                                                        |                     |                           
|                                                        |                     |                            |  |                      |        |                  |         | Long Term Compensation
|                                                        |                     |                            |  |                      |        |                  |         |                       
|                                                        | Annual Compensation |                            |  |                      | Awards |                  | Payouts
|                                                        |                     |                            |  |                      |        |                  |        
|Name and
  Principle Position 
  Other Compensation ($) |                     | Other Annual Year          |  | Securities Salary($) |        | Compensation ($) |         | Underlying Options (#) |  | All
|                                                        |                     |                            |  |                      |        |                  |         |                        |  |    
|Peter Bojtos
  President/CEO                            |                     | 2009                       |  | 60,000               |        |                  |         | Nil                    |  |    
|Peter Bojtos
  President/CEO                            |                     | 2008                       |  | 60,000               |        | 0                |         |                        |  |    
|                                                        |                     |                            |  |                      |        |                  |         |                        |  |    
|Robert
  Dinning CFO                                    |                     | 2009                       |  | 60,000               |        |                  |         | Nil                    |  |    
|Robert
  Dinning CFO                                    |                     | 2008                       |  | 60,000               |        |                  |         | Nil                    |  |    

|                                                                 |  |  |  |  |  |  |  |  |  | 
|---------------------------------------------------------------- |  |  |  |  |  |  |  |  |  | 
|                                                                 |  |  |  |  |  |  |  |  |  | 
|Option
  Grants in Last Fiscal Year June 30, 2009 and 2008 - Nil
|                                                                 |  |  |  |  |  |  |  |  |  | 

Compensation
of Directors

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

Other
Arrangements: There are no other arrangements.

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

The
  Companys CEO and CFO do not have employment agreements.

Termination of
  Employment and Change of Control Arrangement

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

Compensation Discussion and Analysis

The following
Compensation Discussion and Analysis (CD&A) provides information on the
compensation programs established for our Named Executive Officers during our
fiscal year ended June 30, 2009. All information provided herein should be read
in conjunction with the tables provided below.

Our Board of
Directors is responsible for establishing, implementing and monitoring the
policies governing compensation for our executives. Currently our Board does
not have a compensation committee. Our officers are members of our Board of
Directors and are able to vote on matters of compensation. We are not currently
under any legal obligation to

28

---



establish a
compensation committee and have elected not to do so at this time. In the
future, we may establish a compensation committee if the Board determines it to
be advisable or we are otherwise required to do so by applicable law, rule or
regulation. During the year ended June 30, 2008 our Board did not employ any
outside consultants to assist in carrying out its responsibilities with respect
to executive compensation, although we have access to general executive
compensation information regarding both local and national industry
compensation practices. In future periods we may participate in regional and
national surveys that benchmark executive compensation by peer group factors
such as company size, annual revenues, market capitalization and geographical
location.

The executive
employment market in general is very competitive due to the number of companies
with whom we compete to attract and retain executive and other staff with the
requisite skills and experience to carry out our strategy and to maintain
compliance with multiple Federal and State regulatory agencies. Many of these
companies have significantly greater economic resources than our own. Our Board
has recognized that our compensation packages must be able to attract and
retain highly talented individuals that are committed to our goals and
objectives, without at this time paying cash salaries that are competitive with
some of our peers with greater economic resources. Our compensation structure
is weighted towards equity compensation in the form of options to acquire
common stock, which the Board believes motivates and encourages executives to
pursue strategic opportunities while managing the risks involved in our current
business stage, and aligns compensation incentives with value creation for our
shareholders.

Components of Our Executive Compensation
Program

Our executive
compensation program incorporates components we believe are necessary in order
for the Company to provide a competitive compensation package relative to our
peers and to provide an appropriate mix between short-term and long-term cash
and non-cash compensation. Elements of our executive compensation are listed
below:

| |   |                                                                                            
| | - | -------------------------------------------------------------------------------------------
| |  | Base Salary                                                                                
| |   |                                                                                            
| |  | Stock Awards                                                                               
| |   |                                                                                            
| |  | Other
  benefits available to all employees                                                
| |   |                                                                                            
| |  | Items
  specific to our President and Chief Executive Officer per an employment
  agreement

Base Salary:
At present we do not have a salary structure for employees and executives is
based on skill set, knowledge and responsibilities. Base salaries may be
established as necessary. During the year ended June 30, 2009 none of our Named
Executive Officers received a salary increase.

Stock Awards:
A portion of compensation paid to our executives is equity based. We believe
equity compensation helps align the interests of our executives with the
interests of our shareholders. In that regard, our executives compensation is
subject to downside risk in the event that our common stock price decreases. In
addition, we believe stock awards provide incentives to aid in the retention of
key executives.

Other
Benefits: Our Executive Officers and employees receive no other benefits.

29

---



Item 12.
Security Ownership of Certain Beneficial Owners and Management

(a)
Security Ownership of Certain Beneficial Owners holding five percent or greater
of the 97,653,729 shares of common stock outstanding as of October 12, 2009 and
of Management assuming the exercise of outstanding options held by management.

|         |  |                                                     |  |                 |  |                     |  |       
|-------- |  | --------------------------------------------------- |  | --------------- |  | ------------------- |  | ------
|Title of |  | Name and
  Address (1)                              |  |                 |  | Amount and Nature   |  | % of  
|Class    |  | Beneficial
  Owner                                  |  | Position        |  | of Beneficial Owner |  | Class 
|         |  |                                                     |  |                 |  |                     |  |       
|Common   |  | Peter Bojtos                                        |  | Director,
  CEO |  | 8,500,000           |  | 8.70  
|         |  | Robert
  Dinning                                    |  | Director,
  CFO |  | 8,203,333           |  | 8.40% 
|         |  | David Yu                                            |  | Director        |  | 5,600,000           |  | 5.74% 
|         |  | All officers
  and Directors as a Group (3 persons) |  |                 |  | 22,303,333          |  | 22.84%

|    |                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Address
  of the executive officers and directors is that of the Company: #12-1900
  Indian River Cresc., North Vancouver, B.C. Canada V7G 2R1

Item 13.
Certain Relationships and Related Transactions: On June 28, 2009, the Company
issued 8,000,000 shares to Peter Bojtos and 5,800,000 to Robert Dinning, the
officers and directors of the Company. Valued at $0.025 per share, the issuance
resulted in a reduction of debt to these Affiliates of $345,000 of which
$120,000 were accrued fees expensed in fiscal 2009 and $225,000 was accrued
from the prior year. The Companys remaining Loans payable to these Affiliates
was $83,238 at June 30, 2009.

Item 14.

Principal
Accountant Fees And Services

I.Vellmer Inc.
Chartered Accountant, is the Companys independent auditor to examine the
financial statements of the Company for the fiscal year ending June 30, 2009.
I. Vellmer Inc has performed the audit for the fiscal years June 30, 2008 and
June 30, 2009 and have been paid all fees outstanding to date.

Audit Fees

I. Vellmer Inc. was paid aggregate fees of approximately $11,000 for the fiscal year ended June 30, 2008 and $nil for the fiscal year
ending June 30, 2007 for professional services rendered for the audit of the Company's annual financial statements and for the
reviews of the financial statements included in Company's quarterly reports on Form 10QSB during these fiscal years. I. Vellemer Inc.
was paid $4,400 in fees in connection with its reviews of the financial statements included in Company's quarterly reports on Form
10-Q for the fiscal year ended June 30, 2009.

Audit -Related
Fees

I. Vellmer Inc
was not paid any additional fees for the fiscal year ended June 30, 2009 for
assurance and related services reasonably related to the performance of the
audit or review of the Companys financial statements.

Tax Fees

I. Vellmer Inc
was not paid any aggregate fees for the fiscal year ended June 30, 2009 for
professional services rendered for tax compliance, tax advice and tax planning.
This service was not provided.

Other Fees

I.Vellmer Inc
was paid no other fees for professional services during the fiscal year ended
June 30, 2009

30

---



Item 15.
Exhibits

|     |                                                                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  | Articles of
  Incorporation (Incorporated by reference from Form 10SB Registration filed
  October 25, 1999)                                                                                                                      
|     |                                                                                                                                                                                                                                   
|3.2  | By-Laws
  effective May 20, 2005 (Incorporated by reference from Current Report on Form
  8-K filed on May 31, 2005                                                                                                               
|     |                                                                                                                                                                                                                                   
|3.3  | Certificate
  of Amendment (Incorporated by reference from Annual Report on Form 10KSB
  filed on August 29, 2005.                                                                                                                
|     |                                                                                                                                                                                                                                   
|14   | Code of Ethics
  (Incorporated by reference from Annual Report on Form 10KSB filed on August
  27, 2004)                                                                                                                          
|     |                                                                                                                                                                                                                                   
|16.1 | Letter of
  Williams & Webster, P.S., dated September 16, 2008, regarding change in
  certifying accountant of Apolo Gold & Energy, Inc. (Incorporated by reference
  from Current Report on Form 8-K filed on September 16, 2008)
|     |                                                                                                                                                                                                                                   
|31.1 | Sarbanes
  Oxley Section 302 Certification from C.E.O.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                   
|31.2 | Sarbanes
  Oxley Section 302 Certification from C.F.O.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                   
|32.1 | Sarbanes
  Oxley Section 906 Certification from C.E.O.                                                                                                                                                                            

SIGNATURES

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

|                         |                              
|------------------------ | -----------------------------
|Date:
  October 15, 2009 |                              
|                         | /s/ Peter
  Bojtos           
|                         |                              
|                         | Peter
  Bojtos, President/CEO

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

|                        |  |                            |  |  |                   
|----------------------- |  | -------------------------- |  |  | ------------------
|Signature               |  | Title                      |  |  | Date              
|                        |  |                            |  |  |                   
|                        |  |                            |  |  |                   
|/s/ Peter
  Bojtos      |  |                            |  |  |                   
|                        |  |                            |  |  |                   
|Peter Bojtos            |  | Chairman,President,
  CEO, |  |  |                   
|                        |  | Director                   |  |  | October 15,
  2009
|                        |  |                            |  |  |                   
|/s/ Robert
  G. Dinning |  |                            |  |  |                   
|                        |  |                            |  |  |                   
|Robert G.
  Dinning     |  | Chief
  Financial Officer, |  |  |                   
|                        |  | Secretary,
  Director      |  |  | October 15,
  2009
|                        |  |                            |  |  |                   
|/s/ David Yu            |  |                            |  |  |                   
|                        |  |                            |  |  |                   
|David Yu                |  | Director                   |  |  |                   
|                        |  | Director                   |  |  | October 15,
  2009

31

---



Exhibit Index

The following
exhibits are filed with the Annual Report on Form 10-K.

31.1
Sarbanes Oxley Section 302 Certification from C.E.O.

31.2
Sarbanes Oxley Section 302 Certification from C.F.O.

32.1
Sarbanes Oxley Section 906 Certification from C.E.O.

32

---