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, 2008 OR

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

                        Commission file number: 000-27791


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


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


                            #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 [ ] 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 [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                 Yes [X] No [ ]

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


<PAGE>
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  [ ]                             Accelerated filer   [ ]
Non-accelerated filer    [ ]                      Smaller reporting company  [X]
(Do not check if a smaller reporting company)

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

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates 65,850,396 shares) based on the average bid and asked price as
of October 1, 2008 being $.03 per share: $1,975,512.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 80,453,729 shares of Common Stock as
of October 1, 2008.

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".



<PAGE>
                                     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. Apolo was entitled to recover all of its development costs on the
"NUP" including property payments before the partner with 20% could participate.
The total purchase price for "NUP" was $375,000. The Company made payments
amounting to $250,000 prior to termination of the project.

After general exploration programs including drilling failed to yield the
necessary Positive results, the Company discussed various options with the
property owner subsequent to its year ending June 30, 2008 and then 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 is not presently subject to any government regulation other than
that of the State of Nevada and pursuant to its obligations under the Securities
Exchange Act. The Company is comfortable with the requirements and regulations
and will abide by them.

Risk Factors
------------

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

2. The Company's success and possible growth will depend on its ability to
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 form a lack of liquidity in the future that
could impair its production efforts and adversely affect its results of
operations.

                                       1
<PAGE>
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.

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 80,453,729 common shares outstanding at October 1, 2008
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
<PAGE>

                                    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, 2007       $0.04             $0.04
        Dec  31, 2007       $0.04             $0.03
        March 31,2008       $0.04             $0.04
        June 30, 2008       $0.02             $0.02

As of October 6,2008, there were 62 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 has outstanding options from previous plans adopted.

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

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

In December, 2002, Stock Option Plan #3 was created for 7,500,000 shares. At the
present time there are no options outstanding. The price for these options was
$0.054 per share.

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

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

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

In May 2006, Stock Option Plan #7 was created for 8,000,000 shares. There are
still 2,350,000 options outstanding and they are held by Mr. Dinning, 600,000
shares, a former advisor, 750,000 shares, and Mr. Bojtos, 1,000,000 shares. The
price for the options under Plan #7 above options is $0.08 per share.

The per share option price for the stock subject to each option shall be as the
Board may determine. All options must be granted within ten years from the
effective date of the Plan. There is no express termination date for the options
although the Board may vote to terminate the Plan.

                                       3
<PAGE>
<TABLE>
<CAPTION>

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


<S>                             <C>                        <C>                    <C>
Equity compensation plans
approved by security            2,000,000                  0.09                   0
holders

Equity compensation plans
not approved by security        6,950,000                  0.13               1,875,000
holders

Total                           8,950,000                  0.12               1,875,000
</TABLE>

The directors in total, hold 5,800,000 of the outstanding options of 8,950,000
at June 30, 2008.


ITEM 6 Selected Financial Data

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


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 consists of
733.9 hectares and possesses 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. 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 From July 01, 2007 to June 30, 2008

REVENUES:
The Company had no revenues in the past fiscal year.

EXPENSES:
During the fiscal year ending June 30, 2008 the Company had exploration costs of
$886 as compared to $403,372 the previous year. This related to exploration
costs on NUP.


                                       4
<PAGE>
Overall, Company expenses decreased to $232,323 in the year ending June 30, 2008
as compared to $872,325 in the previous fiscal year. General and administrative
expenses have declined to $78,850 in the current year compared to $120,781 in
the previous fiscal year. Consulting and professional fees have decreased to
$152,587 in the current year from $348,172 in 2007.

There was no stock compensation charges in either 2008 or 2007.

Expenses for the year related primarily to evaluation of options available re
the Napal Gold Property in Indonesia, and seeking out other options in the
resource Industry.

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, 2008 was $5,803 compared to $17,616 in 2007 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.

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 6, 2008, the Company had 80,453,729 shares of common stock
Outstanding, and has raised total capital to date of approximately $ 7,000,000.

During the year, the Company did not raise any funds compared to $100,000 raised
In 2007 by way of sale of common stock.

Included in accounts payable of $148,691 at June 30, 2008 is the sum of $113,520
owing to Atna Resources Ltd regarding cancellation of the Beowawe agreement. The
Company retired additional $135,622 debt owning to Atna by issuance of 2,200,000
restricted common shares. The remaining accounts payable of $35,171 and accrued
expenses of $31,320 include fees and expenses due to former related parties,
sundry professional fees and various trade accounts outstanding.

Amounts due to Related Parties of $269,817 are due to current officers and
directors of the Company

INFLATION

Inflation has not been a factor during the fiscal year ending June 30, 2008.
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

<PAGE>

Item 8. Financial Statements

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.

We have audited the accompanying balance sheet of Apolo Gold & Energy Inc. (an
Exploration Stage Company) as of June 30, 2008 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the year ended
June 30, 2008 and for the period from April 16, 2002 (date of inception of the
exploration stage) to June 30, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we 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. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2008 and the
results of its operations and its cash flows for the year ended June 30, 2008
and for the period from April 16, 2002 (date of inception of the exploration
stage) to June 30, 2008 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, 2008                                   Chartered Accountant



                                       6
<PAGE>
Board of Directors
Apolo Gold & Energy, Inc.
Vancouver, British Columbia



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying consolidated balance sheets of Apolo Gold &
Energy, Inc. (formerly known as Apolo Gold, Inc.), an exploration stage company
and Nevada corporation, as of June 30, 2007, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the
year then ended and for the period from April 16, 2002 (inception of exploration
stage) through June 30, 2007. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Apolo Gold & Energy, Inc. as of
June 30, 2007, and the results of its operations, stockholders equity (deficit)
and its cash flows for the year then ended and for the period from April 16,
2002 (inception of exploration stage) through June 30, 2007, in conformity with
accounting principles generally accepted in the United States of America.

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


/s/ Williams & Webster, P.S.
----------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
September 28, 2007



                                       7
<PAGE>
<TABLE>
<CAPTION>


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

                                                            June 30,        June 30,
                                                              2008            2007
                                                           -----------    -----------
CURRENT ASSETS
<S>                                                        <C>            <C>
     Cash                                                  $     5,803    $    17,616
     Loan receivable                                                --         12,075
                                                           -----------    -----------
           Total Current Assets                                  5,803         29,691
                                                           -----------    -----------

FIXED ASSETS
     Mining equipment (Note 4)                                  95,174         95,174
     Less accumulated depreciation                             (95,174)       (45,396)
                                                           -----------    -----------
                                                                    --         49,778
                                                           -----------    -----------

                                                           $     5,803    $    79,469
                                                           ===========    ===========


CURRENT LIABILITIES
     Accounts payable and accrued expenses                 $   180,011    $   275,450
     Loans payable, related parties (Note 5)                   269,817        152,530
                                                           -----------    -----------
           Total Current Liabilities                           449,828        427,980
                                                           -----------    -----------

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

STOCKHOLDERS' DEFICIT (Notes 6 and 7)
     Common stock, 200,000,000 shares authorized, $0.001
           par value; 80,453,729 and 78,253,729 shares
           issued and outstanding, respectively                 80,454         78,254
     Additional paid-in capital                              6,930,374      6,825,874
     Accumulated deficit prior to exploration stage         (1,862,852)    (1,862,852)
     Deficit accumulated during exploration stage           (5,592,002)    (5,389,787)
                                                           -----------    -----------

     TOTAL STOCKHOLDERS' DEFICIT                              (444,026)      (348,511)
                                                           -----------    -----------

                                                           $     5,803    $    79,469
                                                           ===========    ===========
</TABLE>


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

                                       8
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                            Period from
                                                                                           April 16, 2002
                                                                                           (Inception of
                                                           Year Ended      Year Ended    Exploration Stage)
                                                            June 30,        June 30,          Through
                                                              2008            2007         June 30, 2008
                                                           ------------    ------------    ---------------
<S>                                                        <C>             <C>             <C>
REVENUES                                                   $         --    $         --    $            --
                                                           ------------    ------------    ---------------


EXPENSES
     Consulting and professional fees                           152,587         348,172          1,650,356
     Exploration costs                                              886         403,372          2,449,248
     Stock compensation expense                                      --              --            381,340
     General and administrative expenses                         78,850         120,781            963,973
                                                           ------------    ------------    ---------------
         TOTAL EXPENSES                                         232,323         872,325          5,444,917
                                                           ------------    ------------    ---------------

LOSS FROM OPERATIONS                                           (232,323)       (872,325)        (5,444,917)

OTHER INCOME (EXPENSE)
     Loss on sale of mining equipment                                --              --           (177,193)
     Gain on settlement of debt                                  28,922              --             28,922
     Other income                                                 1,186              --              1,186
                                                           ------------    ------------    ---------------
                                                                 30,108              --           (147,085)
                                                           ------------    ------------    ---------------


LOSS BEFORE INCOME TAXES                                       (202,215)       (872,325)        (5,592,002)

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

NET LOSS                                                   $   (202,215)   $   (872,325)   $    (5,592,002)
                                                           ============    ============    ===============


NET LOSS PER SHARE, BASIC AND DILUTED:                     $      (0.00)   $      (0.01)
                                                           ============    ============

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED:     79,936,789      75,349,484
                                                           ============    ============
</TABLE>


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

                                       9
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                           Period from
                                                                                         April 16, 2002
                                                                                          (Inception of
                                                               Year           Year      Exploration Stage)
                                                              Ended          Ended           Through
                                                             June 30,       June 30,         June 30,
                                                               2008           2007             2008
                                                           -----------    -----------    -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>            <C>            <C>
     Net loss                                              $  (202,215)   $  (872,325)   $      (5,592,002)
     Adjustments to reconcile net loss
        to net cash used by operating activities:
           Depreciation                                         49,779         15,320               95,176
           Loss on sale of mining equipment                         --             --              177,193
           Options exercised for services                           --             --              276,691
                       Gain on settlement of debt              (28,922)            --              (28,922)
           Stock issued for current debt                            --         43,500              470,041
           Stock issued for officer's wages and services            --        132,000              252,700
           Stock issued for professional services                   --             --              247,060
           Stock issued for exploration costs                       --             --              711,000
           Stock options granted                                    --             --              381,340
           Expenses paid on behalf of Company                       --             --               42,610
     Decrease (increase) in:
        Prepaid expenses                                            --             --                   --
        Security deposits                                           --          4,954                   --
        Loans and advance receivable                            12,075         16,425                   --
     Increase (decrease) in:
        Accounts payable                                        40,183        248,486              185,818
        Accrued expenses                                            --             --               (5,807)
        Accrued payables, related parties                      117,287        132,080              269,817
                                                           -----------    -----------    -----------------
Net cash (used) by operating activities                        (11,813)      (279,561)          (2,517,285)
                                                           -----------    -----------    -----------------

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                             --        100,000            2,397,835
                                                           -----------    -----------    -----------------
Net cash provided  by financing activities                          --        100,000            2,565,505
                                                           -----------    -----------    -----------------

NET INCREASE (DECREASE) IN CASH                                (11,813)      (179,561)               4,307

Cash, beginning of year                                         17,616        197,177                1,496
                                                           -----------    -----------    -----------------

Cash, end of year                                          $     5,803    $    17,616    $           5,803
                                                           ===========    ===========    =================


NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Note receivable from sale of mining equipment         $        --    $        --    $          45,000

</TABLE>

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


                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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


                                       11
<PAGE>
<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                                       12
<PAGE>
<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

Net loss for the
   year ended
   June 30, 2006             -           -               -               -      (1,404,004)              -    (1,404,004)
                    -----------  ----------   ------------    -------------   -------------  -------------  -------------
Balance,
  June 30, 2006     74,222,064   $   74,222   $  6,554,406      (1,862,852)   $ (4,517,461)  $           -  $    248,315

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 on
  September 24,
  2007               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)
                    ==========     =======     ===========      ===========   ============      ==========    ==========
</TABLE>


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


                                       13

<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------


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
with PT Metro Astatama, a limited liability corporation, incorporated under the
laws of Republic of Indonesia. Upon signing this agreement, the Company entered
a new exploration stage and commenced exploration of the Napal Gold Property,
not yet under production. See Note 3.

The Company's year-end is June 30.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

                                       14
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

Concentration of Risk
---------------------
The Company maintains its cash accounts in primarily one commercial bank in
Vancouver, British Columbia, Canada. The Canadian dollar account is insured up
to a maximum of $60,000 per account. However, the Company's business checking
account, which is maintained in United States dollars, is not insured.

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, 2008 and 2007, 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.

                                       15
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

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 but the property is not yet in production. Subsequent to the year ending
June 30, 2008, the Company terminated its exploration agreement on the NUP
property in Indonesia.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts for cash, notes receivable, accounts payable, loans payable
and accrued liabilities approximate their fair value. The Company is not exposed
to significant interest, credit or currency risk arising from these financial
instruments 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, 2008 and 2007 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
$202,215 for the year ended June 30, 2008 and has an accumulated deficit of
$7,454,854, has no revenues, and has limited cash resources.


                                       16
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

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

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.

The Company reviews its long-lived assets quarterly to determine if any events
or changes in circumstances have transpired which indicate that the carrying
value of its assets may not be recoverable. The Company determines impairment by
comparing the undiscounted future cash flows estimated to be generated by these
assets to their respective carrying amounts. Maintenance and repairs are
expensed as incurred. Replacements and betterments are capitalized. The cost and
related reserves of assets sold or retired are removed from the accounts, and
any resulting gain or loss is reflected in results of operations. As of June 30,
2008 and 2007 no impairment was recognized.

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.

                                       17
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

At June 30, 2008, the Company had net deferred tax assets calculated at an
expected rate of 33% of approximately $2,468,983 principally arising from
approximate net operating loss carry forward of $7,481,768 for income tax
purposes, which expire in the years 2015 through 2028. 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, 2008 and June 30, 2007 were as follows:

                                                  June 30,          June 30,
                                                    2008              2007
                                                 -----------      -----------
Net operating loss carry forward                 $ 7,483,685        7,252,639
                                                 ===========      ===========

Deferred tax asset                               $ 2,469,616      $ 2,393,370
Deferred tax asset valuation allowance           $(2,469,616)       2,393,370)
                                                 -----------      -----------
 Net deferred tax asset                          $        --      $        --
                                                 ===========      ===========


The change in the allowance account from June 30, 2007 to June 30, 2008 was
$76,246

Site Restoration Costs
----------------------
The Company has adopted SFAS No 143, Accounting for Assets Retirement
Obligations, which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred. SFAS
No. 143 requires the Company to record a liability for the present value of the
estimated site restoration costs with corresponding increase to the carrying
amount of the related long-lived assets. The liability will be accreted and the
asset will be depreciated over the life of the related assets. Adjustments for
changes resulting from the passage of time and changes to either the timing or
amount of the original present value estimate underlying the obligation will be
made. As at June 30, 2008 and 2007, the Company does not have any site
restoration costs.

Stock-Based Compensation
------------------------
The Company has 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.

                                       18
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

SFAS 123(revised) requires excess tax benefits be reported as a financing cash
inflow rather than as a reduction of taxes paid.

Revenue Recognition
-------------------
Sales are recorded when minerals are delivered to the purchaser, when it has a
written contract and when reasonable assurance exists regarding measurement and
collectability.

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.

Recent Accounting Pronouncements
--------------------------------
In September, 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, "Fair Value Measurements" (hereinafter
"SFAS No. 157"). This statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosure about fair value measurements. This statement applies under
other accounting pronouncements that require or permit fair value measurements.
This statement does not require any new fair value measurements, but for some
entities, the application of this statement may change current practice. The
adoption of this statement is estimated to have no immediate material effect on
the Company's financial condition or results of operations upon adoption.

In September, 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)" (hereinafter :SFAS No. 158"). This statement
requires an employer to recognize the overfunded or underfunded statues of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not for profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year end statement of
financial position, with limited exceptions. The adoption of this statement is
estimated to have no immediate material effect on the Company's financial
condition or results of operations upon adoption.


                                       19
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

In February, 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115" (hereinafter SFAS No. 159"). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. 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. 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.

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 Company is
currently assessing the impact of FAS 161.

                                       20
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

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.


NOTE 3 - MINERAL PROPERTIES

Indonesia
---------
On April 8, 2002, the Company signed an agreement to enter into a joint venture
with PT Metro Astatama, a limited liability corporation, incorporated under the
laws of Republic of Indonesia, who held the rights to explore the property and
Pt Napal Umbar Picung, the owners of the NUP property. The agreement enables 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 will
receive 734 hectares with a production permit number KW-098PP325 (KP) in place.
Although preliminary sampling on the property indicated the presence of gold,
significant additional work will be required to gain a better overview of the
potential of the property. According to the agreement, the Company will retain
80 percent of the net profits once production commences.

As of June 30, 2008, in accordance with the aforementioned agreement, the
Company had paid $225,000 in cash and issued 3,000,000 shares of its common
stock, with a fair market value of $330,000. The payment due September 15, 2006
was deferred to March 31, 2007 by mutual consent of the parties.. Payments due
since March 15, 2007 have not been made and after consultation with Pt. Umbar
Picung, the Company decided subsequent to the June 30, 2008 year end to
terminate its agreement on the property and return exploration rights to the
property owner.

Nevada
------
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 Inc, 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 Inc 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. Under terms of the
cancellation, the Company is required to pay to Atna the sum of $113,520 plus
issue 2,200,000 shares (paid).


                                       21
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

NOTE 4 - PROPERTY AND EQUIPMENT

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

Depreciation expense for the year ended June 30, 2008 and 2007 was $49,780 and
$15,320 respectively. Subsequent to June 30, 2008 the Company decided to abandon
the mining equipment and consequently charged an additional $34,460 to
depreciation in fiscal 2008 to reflect a change in the estimate of the salvage
value of the equipment due to the abandonment.

NOTE 5 - LOANS PAYABLE TO RELATED PARTIES

The Company's loans payable are due to directors of the Company. They are
non-interest bearing, have no stated terms of repayment and are unsecured.

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 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, 3008, the Company issued 2,200,000 restricted
common shares for debt settlement of $106,700 and the restricted common stock
was valued at $0.0485 per share.

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

                                       22
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

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 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:
<TABLE>
<CAPTION>

                                                                                                 Number of
                                                                                                securities
                                                  Number of                                      remaining
                                           securities to be       Weighted-average           available for
                                                     issued         exercise price         future issuance
  Equity  compensation  plans not          upon exercise of         of outstanding            under equity
  approved by security holders          outstanding options                options      compensation plans
  --------------------------------     ---------------------     ------------------     -------------------
<S>                                               <C>                       <C>
  2000 stock option plan                          1,000,000                 $ 0.14                       -
  2002 stock option plan                            200,000                 $ 0.10                       -
  2003 stock option plan                                  -                 $ 0.00                       -
  2004 and  2004A stock
  option plans                                    3,500,000                  $0.16                       -
  2005 stock option plan                          2,000,000                  $0.09                       -
  2006 stock option plan                          2,250,000                                      1,875,000
                                                                             $0.09
                                       ---------------------                            -------------------
  Total                                           8,950,000                                      1,875,000
                                       =====================                            ===================

</TABLE>

                                       23
<PAGE>

APOLO GOLD & ENERGY, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
--------------------------------------------------------------------------------

The following is a summary of stock option activity:

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

  Outstanding at June 30, 2006                  11,050,000       $0.11
  Granted                                           90,000       $0.09
  Exercised                                      2,190,000       $0.08
                                          ----------------  ----------------
  Outstanding at June 30, 2007                   8,950,000       $0.08
  Granted
                                                         -         -

  Exercised                                              -         -
                                          ----------------  ----------------
  Outstanding at June 30, 2008                   8,950,000       $0.08
                                          ================  ================



During the fiscal year ending June 30, 2007, the Company granted 90,000 options.
Of the options issued, 2,190,000 were exercised during the year ended June 30,
2007. These options were issued for services valued at $180,500. There were no
options granted or exercised during the fiscal year ending June 30, 2008.

NOTE 9 -   RELATED PARTY TRANSACTIONS

The Company accrued consulting fees as due to two officers for a total of
$120,000 during the year ended June 30, 2008 and in (2007 - $180,000), including
a consultant's fees.

On October 2, 2008, a director submitted his resignation as a director of the
Company. In addition, the director submitted an invoice for services of $24,000
that the Company does not recognize as there was no agreement and no
authorization for said expense.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Operating Lease
---------------
The Company leased office facilities in Vancouver, British Columbia under a two
year operating lease that was terminated by mutual consent September 30, 2008.
Rent expense to September 30, 2007 amounted to $4,459. The security deposit was
refunded to the Company subsequent to September 30, 2008.

Foreign Operations
------------------
The accompanying balance sheet at June 30, 2008 includes $5,803 of cash in
Canada and $95,174 of equipment, primarily in Indonesia. This equipment has been
fully depreciated at June 30, 2008. Although these countries are considered
economically stable, it is always possible that unanticipated events in foreign
countries could disrupt the Company's operations.

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





                                       24
<PAGE>

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, 2007 and 2006 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-15(e). 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.

As of June 30, 2008, the end of the period of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer /Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.


                                       25

<PAGE>

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.

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 were effective as of June 30, 2008.

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

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.

                                       26
<PAGE>
                                    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

NAME                AGE  POSITION                                     1ST YEAR
                                                                    WITH COMPANY
----                ---  --------                                   ------------
Peter Bojtos        59   Director Chairman, President & CEO              2006
Robert G. Dinning   69   Director Chief Financial Officer, Secretary     2000
David Yu            52   Director                                        2006

Business Experience
-------------------

Peter Bojtos.

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

Mr. Bojtos is a director of several resource companies, including Yukon-Nevada
Gold Corp Fischer-Watt Gold Co, Tournigan Gold Corp and US Gold Inc.

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

Robert G. Dinning C.A.

Mr. Dinning is a Chartered Accountant, and a life time member of the Alberta
Institute of Chartered Accountants. Mr. Dinning has Operated his own Business
and Management Consulting business since 1977, in the forestry, mining, and
software/high tech industries. Mr. Dinning has been active as a Director and
Officer and consultant in various public companies over the past 37 years. Prior
to commencing his consulting business, Mr. Dinning was CFO and Secretary of a
large publicly traded broadcast and sports Entertainment Company. Mr. Dinning is
also a director of Industrial Minerals, Inc., and Paramount Gold & Silver 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.

                                       27
<PAGE>

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, 2008 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. The independent 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.

                                       28
<PAGE>
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
----------------------------------------------------------------

To our knowledge, during the fiscal year ended June 30, 2008 our Directors and
Officers complied with all applicable Section 16(a) filing requirements. This
statement is based solely on a review of the copies of such reports that reflect
all reportable transactions furnished to us by our Directors and Officers and
their written representations that such reports accurately reflect all
reportable transactions.

Family Relationships
--------------------

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


                                       29
<PAGE>



ITEM 11. Executive Compensation

     The following table shows for the fiscal years ending June 30, 2008,and
2007, 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.
<TABLE>
<CAPTION>

                                           Summary Compensation Table

                                                                     Long Term Compensation
--------------------------------------------------------------------------------------------------------------
                                 Annual Compensation                 Awards              Payouts
--------------------------------------------------------------------------------------------------------------
                             Other Annual Securities
                                          Salary  Compensation      Underlying                   All Other
Name and Principle Position      Year       ($)       ($)           Options (#)               Compensation ($)
--------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>          <C>           <C>                          <C>
Peter Bojtos  President/CEO      2008     60,000                       Nil
Peter Bojtos  President/CEO      2007     60,000       0             1,500,000 Common             500,000
--------------------------------------------------------------------------------------------------------------
Robert Dinning CFO               2008     60,000                       Nil
Robert Dinning CFO               2007     60,000                       Nil                        500,000
--------------------------------------------------------------------------------------------------------------
</TABLE>

Above options totaling 500,000 each were exercised in February 2007.

Option Grants in Last Fiscal Year June 30, 2008 and 2007 - Nil
--------------------------------------------------------------

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option/Values

The following table sets forth the number and value of the unexercised options
held by each of the Named Executive Officers and Directors at June 30, 2008 and
as of June 30, 2007.

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
Aggregate Option Exercises in Last Fiscal Year and Option Values
---------------------------------------------------------------------------------------------------------------------
                                     Value       Number of Securities Underlying
                        Shares       Realized    Unexercised Options at FY-End    Value of Unexercised In-the Money
                        Acquired on  at FY-End   June 30, 2008  (#)               Options at June 30, 2008  (1)
Name                    Exercise (#) ($)         Exercisable/Unexercisable        Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                <C>
Peter Bojtos,                                        1,000,000 shares                   0
 CEO/Director              0                0

Robert Dinning,                                      4,300,000 Shares                   0
 CFO, Director             0                0

Glen Kelleway              0                0          300,000 Shares                   0

David Yu                   0                0          500,000 Shares                   0
</TABLE>

     (1) Option value based on the difference between the exercise price of
unexercised options and the closing sale price of $0.01 per share on
October 10, 2008.

                                       30
<PAGE>
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, 2008. 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 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:

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

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<PAGE>

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, 2008 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.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners holding five percent or
greater of the 80,453,729 shares of common stock outstanding as of September 15,
2007 and of Management assuming the exercise of outstanding options held by
management.


Title of  Name and Address(1)     Position         Amount and Nature      % of
Class     Beneficial Owner                         of Beneficial Owner    Class
--------  -------------------    ----------        -------------------  -------
Common    Peter Bojtos           Director, CEO       1,500,000 (2)        1.86%
          Robert Dinning         Director, CFO       6,703,333 (3)        8.33%
          David Yu               Director            6,100,000 (4)        7.58

          All officers and Directors
          as a Group (3 persons)                    14,303,333           17.77%

(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

(2)  Included stock options of 1,000,000 granted February 1, 2006 to Mr. Bojtos

(3)  Includes a stock option of 700,000 common shares, exercisable at $0.14 per
     share until July 1, 2008, a stock option for 100,000 common shares,
     exercisable at $0.09 per share until June 30, 2008, a stock option for
     1,000,000 common shares exercisable at $0.16 per share until June 10, 2009,
     a stock option for 2,000,000 common shares, exercisable at $0.08 per share
     until February 2, 2010 and a stock option for 1,000,000 exercisable at
     $0.08 per share until February 1, 2111.

(4)  Includes an option at $0.08 per share until Feb 2, 2010 for 500,000 shares



Item 13. Certain Relationships and Related Transactions:  None



                                       32
<PAGE>

Item 14. Exhibits and Reports on Form 8-K

A. Exhibits

   3.1         Articles of Incorporation (Incorporated by reference from Form
               10SB Registration filed October 25, 1999)

   3.2         By-Laws effective May 20, 2005 (Incorporated by reference from
               Current Report on Form 8-K filed on May 31, 2005

   3.3         Certificate of Amendment (Incorporated by reference from Annual
               Report on Form 10KSB filed on August 29, 2005.

   10.7        2000 Stock Option Plan (Incorporated by Reference from the S-8
               Registration Statement filed on August 7, 2000.)

   10.8        May 2002 Stock Option Plan (Incorporated by Reference from the
               S-8 Registration Statement filed on May 16, 2002.)

   10.9        December 2002 Stock Option Plan (Incorporated by Reference from
               the S-8 Registration Statement filed on December 2, 2002.)

   10.10       2003 Stock Option Plan (Incorporated by Reference from the S-8
               Registration Statement filed on September 29, 2003.)

   10.11       2004 Stock Option Plan (Incorporated by Reference from the S-8
               Registration Statement filed on April 7, 2004.)

   10.12       2005 Stock Option Plan (Incorporated by Reference from the S-8
               Registration Statement filed on December 2, 2005.)

   10.13       2006 Stock Option Plan (Incorporated by Reference from the S-8
               Registration Statement filed on May 4, 2006.)

   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)

   17.1        Resignation of Glen Kelleway dated October 2, 2008 (Incorporated
               by reference from the Current Report on Form S-8 filed October
               13, 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.

                                       33
<PAGE>
Item 15.  Principal Accountant Fees And Services

Williams & Webster PS, Certified Public Accountants, were the Company's
independent auditors to examine the financial statements of the Company for the
fiscal year ending June 30, 2007. Williams & Webster PS has performed the
following services and has been paid the following fees for these fiscal years.

Audit Fees: Williams & Webster PS was paid aggregate fees of approximately
$23,000 and $27,000 for the fiscal years ended June 30, 2007 and June 30, 2006
for professional services rendered for the audit of the Company's annual
financial statements and for the reviews of the financial statements included in
Company's quarterly reports on Form 10QSB during these fiscal years.

Audit -Related Fees: Williams & Webster PS was not paid any additional fees for
the fiscal year ended June 30, 2008 for assurance and related services
reasonably related to the performance of the audit or review of the Company's
financial statements.

Tax Fees: Williams & Webster PS was not paid any aggregate fees for the fiscal
year ended June 30, 2008 for professional services rendered for tax compliance,
tax advice and tax planning. This service was not provided.

Other Fees: Williams & Webster PS was paid no other fees for professional
services during the fiscal year ended June 30, 2008


                                       34

<PAGE>

                                   SIGNATURES

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

Date:    October 13, 2008
                                /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,       October 13, 2008
                                Director

/s/ Robert G. Dinning
------------------------
Robert G. Dinning               Chief Financial Officer,
                                Secretary, Director            October 13, 2008


/s/ David Yu
------------------------
David  Yu                       Director                       October 13, 2008




                                       35
<PAGE>
                                  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.
         32.2 Sarbanes Oxley Section 906 Certification from C.F.O.






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