FORM 10-KSB

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                       SECURITIES AND EXCHANGE COMMISSION
                             450 Fifth Street, N.W.
                              Washington D.C. 20549
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(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2005 OR

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

                        Commission file number: 000-27791


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


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


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


                     Issuer's telephone number: 604-687-4150


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

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

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

                                 Yes [X] No [ ]

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

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 (37,024,725) shares) based on the average bid and asked price
as of August 19, 2005 being $.06 per share: $2,221,484.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 58,631,552 shares of Common Stock as
of August 19, 2005.

Documents Incorporated by Reference: None



<PAGE>
                    NOTE REGARDING FORWARD LOOKING STATEMENTS

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



                                    PART 1

ITEM 1.  DESCRIPTION OF BUSINESS.

History

Apolo Gold & 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.

The Company then explored precious metals opportunities in Latin and South
America. Shortly thereafter the Company formed a subsidiary, Compania Minera
Apologold, C.A. a Venezuela corporation, and on May 18, 1999 the Venezuela
subsidiary entered into an agreement with Empresa Proyectos Mineros Goldma, C.A.
in Caracas Venezuela, to acquire the diamond and gold mining concession in
Southern Venezuela known as Codsa 13, located in the Gran Sabana Autonomous
Municipality, State of Bolivar, Venezuela.

On April 19, 2001, the 1999 agreement was amended regarding CODSA 13 and the
Company then conducted exploration on the property from May 1, 2001 to July
2001. A combination of poor test results and disagreements with the concession
holder resulted in the Company closing the camp on August 6, 2001. A
cancellation letter was delivered to Empresa Proyectos Goldma C.A. advising them
that the Company was abandoning the Codsa 13 site and terminating the agreement.
The Venezuelan subsidiary has been inactive since 2001 and there are no plans to
reactivate it.

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


                                       2
<PAGE>
The "NUP" is 733.9 hectares in size and Apolo has an 80% interest. These are not
crown granted claims, but are claims owned privately by citizens of Indonesia.
Apolo is entitled to recover all of its costs re development of the "NUP"
including property payments before the partner with 20% can participate. The
property owner has worked very closely with Apolo management in regard to
development of the property and his assistance has been invaluable.

The total purchase price for "NUP" is $375,000. To date the Company has made
payments amounting to $200,000 on the property, with a balance remaining of
$175,000. The Company is obligated to make semi-annual payments in March and
September each year of $25,000 payment until the balance owing is retired.

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

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

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

During the past year, the Company worked extensively on an underground adit and
this work continues to this date. Currently the workers are on vacation until
the end of August when they will return to the adit. To date approximately 280
feet of crosscutting and drifting has been completed on Vein #1. This work is
slow and tedious as most of the work is being done by hand and hand held power
drills. The vein consists of very solicified rock and progress has been slow.
There is approximately 30 feet remaining to intercept below shaft #4. All
drifting on the vein will be sampled every 2 meters. In 2003, 2 diamond drill
holes intercepted 2 meters of 64.6 grams gold per tonne, 1,350 grams silver per
tonne and 2 meters of 29.6 grams per tonne and 651 grams silver per tonne.
Samples taken in Vein #1 to date have averaged 6.75 grams gold per tonne and 303
grams silver per tonne.

As this Camp zone area is open to the South, and to depth, the Company intends
to carry out additional drilling in this zone. While the Company is pursuing the
vein to the South, it also intends to follow the vein to the North where the
vein is known to extend at least 320 meters.

A further drilling program will be undertaken once additional financing is
secured, and will continue in the area of drill hold's #3 and #8 to intercept
the zone to a further depth of at least 200 meters. This will consist of 12 to
15 drill holes to delineate this zone.


                                       3
<PAGE>
On December 10, 2003, the Company, and its partner PT Metro Astatama, executed
an Agreement with PT Karya Bukit Utama of Bandar Lampung, Sumatra for the
acquisition of mining rights to a property adjoining the "NUP" called "KBU". PT
Karya Bukit Utama holds a permit from the Ministry of Mines and Energy, Republic
of Indonesia, in the form of Mining Exploitation Authorization KP Number KW 96
0082 for 28 hectares and KP Number KW 96 PP 0083 for 905.3 hectares.

During the past year, the Company conducted extensive testing and exploration on
the KBU, and spent approximately $250,000 including property payments, on this
site. On January 10, 2005, the Company advised its partner, Pt. Metro Astatama,
that it was terminating the agreement and abandoning the KBU property as its
testing results were deemed to be unsatisfactory as it relates to possible
development of the KBU and the property payments related to it. Pt. Metro
Astatama in turn advised the KBU property owner of Apolo's decision, as required
under the terms of the agreement.

It is the intention of the Company to focus its attention on the development of
NUP and with additional drilling planned, it hopes to accumulate sufficient data
to make a decision regarding production.


Operations


The Company employs approximately 10 people locally at the mine site near Bandar
Lampung, Sumatra at the present time. All of these employees are paid the local
rate for their services. As well, the Company has a mining consultant working
full time at the mine site who offers special mechanical, structural, welding,
and general operating skills not found locally. Management of the project is
under the direction of the President and CEO, Mr. Levasseur, who spends
considerable time at the site and directs all activities regarding the mining
and exploration program and the proposed drilling program.

Corporate headquarters are located in Vancouver B.C. where the Company leases
space at #1209-409 Granville St. V6C 1T2. The Company also maintains an office
in Bandar Lampung, Sumatra.

Principal Markets

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

Government Regulation

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

Risk Factors

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

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


                                       4
<PAGE>
     3.   Liquidity and need for additional financing is a concern for the
          Company. At the present time, the Company does not have sufficient
          cash to finance its operations if its production schedule is delayed
          further. The Company is dependent on the ability of its management
          team to obtain the necessary working capital to operate successfully.
          There is no assurance that the Company will be able to obtain
          additional capital as required, or if the capital is available, to
          obtain it on terms favorable to the Company. The Company may suffer
          form a lack of liquidity in the future that could impair its
          production efforts and adversely affect its results of operations.

     4.   Foreign Operations Risks are significant as its principal business
          operations will be located in Sumatra, Indonesia. Although management
          intends to and has abided by all laws of the country, including
          procurement of all necessary permits, licenses, and other regulatory
          approvals, the Company has no control over the regulatory climate and
          the possible changes in laws and regulations. There are no known
          political issues in South Sumatra where the property is located and
          the Company is pleased with the level of cooperation needed to develop
          the project as contemplated.


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

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

     7.   There are currently 58,631,552 common shares outstanding at August 17,
          2005 out of a total authorized capital of 200,000,000 shares. There
          are 141,368,448 shares of the Company unissued. The Board of Directors
          has the power to issue such shares, subject to shareholder approval,
          in some instances. Although the Company presently has no commitments
          or contracts to issue any additional shares to other persons, it may
          in the future attempt to issue shares to acquire properties,
          equipment, or other products, or for corporate purposes. Any
          additional issuance of shares by the Company from its authorized but
          unissued shares, would have the effect of diluting the interest of
          existing shareholders.

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

Company's Office

         The Company's administrative headquarters were relocated to #1209-409
         Granville St, Vancouver, BC, Canada V6C 1T2 on March 1, 2005, and its
         telephone number is 604-687-4150. The Company also maintains an office
         in Bandar Lampung, Sumatra,Indonesia.

ITEM 2 - Description of Property

Location and Title

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


                                       5
<PAGE>
On December 10, 2003, the Company and its 20% partner, PT Metro Astatama,
acquired the mining rights to a gold/silver property from Pt Karya Bukit Utama
of Bandar Lampung, Sumatra. This property is directly adjoining the "NUP"
property above and consists of a total of 933.3 hectares over two KP's. As
indicated above, work on this property ceased pursuant to Notice to Terminate
Agreement issued to Pt. Metro Astatama on January 10, 2005 after a detailed
review of results from testing and exploration on this property in 2004 were
deemed to be inadequate for further development.


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

The Company held its annual general meeting of shareholders on May 20, 2005 in
Vancouver, British Columbia. 45,744,920 shares were present at the meeting by
proxy given to management equally 81% of the 56,216,664 eligible to vote at the
meeting. At the meeting Management's nominees for director, Martial Levesseur,
Robert E. Lee, Robert Dinning and Rodney Kincaid, each received 97% of the votes
cast for election. The shareholders also approved an amendment to the Articles
of Incorporation to Change the name of the corporation to "Apolo Gold & Energy
Inc." and an Amendment to the Articles of Incorporation to authorize a
25,000,000 share class of Preferred Stock. The shareholders also approved the
Apolo Gold & Energy Inc., 2005 Stock Option Plan and ratified Williams &
Webster, Certified Public Accountants, as Auditors of the Company's Financial
Statements.


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, 2004         $0.17             $0.17
        Dec  31, 2004         $0.08             $0.07
        March 31,2005         $0.08             $0.07
        June 30, 2005         $0.08             $0.07

As of August 19,2005, there were 51 holders of record of the Company's common
stock. That does not include the number of beneficial holders whose stock is
held in the name of broker-dealers or banks. As of August 8, 2005, there are
41,212,592 shares in broker/dealer accounts.

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


                                       6
<PAGE>
Equity Compensation Plan Information

During the fiscal year the Company has adopted a 2005 Stock Option Plan, duly
approved on February 2, 2005. The Plan provides that the Board shall exercise
its discretion in awarding options under the Plan, not to exceed 6,000,000
shares.

The Company still has outstanding options from previous plans adopted. In
August, 2000, Stock Option Plan #1 was created for a total of 5,000,000 shares.
At the present time there are still 1,500,000 options outstanding and they are
held by two directors and an advisor to the board, Mr. Brant Little. Mr.
Dinning, a director, has 700,000 stock options, Mr. Kelleway, a director, has
300,000 and Mr Little, a consultant, has 500,000 options. Both Mr. Kelleway and
Mr. Little have options 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 2,100,000 options outstanding and they are equally
held by three directors at 700,000 shares each. Mr. Levasseur, Mr. Dinning and
Mr. Lee each hold 700,000 shares. The price on these options was $0.09 per
share.

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

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

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

During the year, options of 1,800,000 to Martial Levasseur and 1,210,000 to
Robert Lee were cancelled.

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.

<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                  0.08              0
holders

Equity compensation plans
not approved by security       7,350,000                   0.13          3,230,000
holders

Total                          9,350,000                   0.13          3,230,000
</TABLE>

The directors in total, hold 6,100,000 of the outstanding options of
9,350,000 at June 30, 2005 and a consultant and advisor to the board holds the
remaining 3,250,000 options.


                                       7
<PAGE>

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

General Overview

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

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

The terms of the Napal Gold Property call for a total payment of $375,000 US
over a six-year period of which a total of $200,000 have been made to date.
Payments of $25,000 are due in March and September each year until the total
obligation is retired.

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

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

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

As a result of the work program into the fall of 2003, the Company identified a
high-grade zone of about 80,000 tons of gold-silver mineralization which showed
in excess of 7 grams gold per ton and in excess of 160 grams of silver per ton.

This area is located approximately 1 Km from the mill site, which is located on
the adjoining property known as the "KBU".


                                       8
<PAGE>
On December 10, 2003, the Company, and its partner, PT Metro Astatama, acquired
the mining rights to a property directly adjoining the "NUP" property known as
the "KBU" property. The property mining rights were acquired from PT Karya Bukit
Utama for a down payment of $50,000 plus a payment schedule of $500,000 per year
until the balance is retired. On July 14, 2004, an amendment was executed
whereby the June 30 and December 15, 2004 payments totaling $400,000 were
amended to monthly payments up to February 15, 2005 totaling $400,000. Property
payments of $185,000 were made up to December 31, 2004 and on January 10, 2005,
the Company advised its partner, Pt Metro Astatama, that it was terminating the
agreement, as is its right, because of less than satisfactory testing results
during the calendar year 2004. Pt Karya Bukit were accordingly advised, pursuant
to the terms of the agreement, of the intention of Apolo Gold to terminate its
agreement and abandon the property.

In February, 2005, the Company signed a Letter of Intent with Balmoral Companies
of Dublin Ohio wherein Apolo Gold & Energy acquired a 22% interest in the rights
to an oil property located in Kazakhstan. Balmoral and its partner ViewPoint
Technology Inc have executed an Absolute Assignment of its interest in this
property to Apolo in return for a total of 1,500,000 restricted common shares
valued at $0.09 each. Each company received 750,000 restricted shares. Balmoral
had acquired this interest September 14, 2004 in an agreement with Profit
Limited Company of Almaty Kazakhstan. When this agreement was executed, it was
the Company's intention to arrange financing and develop the property in
Kazakhstan known as "2D in BOZINGEN 28. Blok" near the town of Kizilorda,
Kazakhstan. As part of any financing, and as a condition of its agreement with
Profit Company Limited, it was necessary that Profit Limited Company provide
technical data to Apolo Gold & Energy Inc. This was clearly spelled out in the
agreement with Profit. On May 23, 2005, Apolo sent a letter to Profit again
requesting the necessary geological information. To date this information has
not been received. Accordingly, Apolo Gold & Energy Inc has sent a formal letter
to Profit Company Limited terminating the agreement.

On June 28, 2005, the Company executed an Investment Agreement with Dutchess
Private Equities Fund, II, LP for up to $10,000,000 in equity financing. Equity
financing will be required as the Company advances its development of its NUP
property in Sumatra, Indonesia and pursues other mining opportunities. The
Company is also pursuing oil and gas opportunities and realizes a need to have
the ability to access equity market opportunities. The contemplated financing
with Dutchess Private Equities Fund, II,LP will require the filing of a
registration statement which the Company will do before the end of August 2005.

On August 19, 2005, the Company signed a Letter of Intent with Atna Resources
Ltd of Vancouver BC, Canada regarding the Beowawe Project in Nevada. Under the
terms of the Letter of Intent, Apolo Gold & Energy will invest approximately
$2,200,000 over a four year period to earn a 55% interest. Should Apolo
undertake a bankable feasibility study, its interest will increase to 70%. Under
terms of the Letter of Intent, Apolo will have a 30 day window to conduct a
preliminary review of data and visit the property to satisfy itself of the
viability of proceeding with the project. At that time, the parties will then
enter into a Joint Venture Agreement and proceed as specified in the Letter of
Intent.

The Company intends to have technical staff review existing data, and visit the
site, located north-east of Reno, and advise Atna Resources no later than
September 22, 2005 of its intentions. Should the Joint Venture Agreement be
executed, the Company will issue to Atna 100,000 restricted common shares of its
stock and undertake to spend a minimum of $250,000 in the first year of a four
year exploration program. The second year program calls for $350,000, the third
year calls for $450,000 and the fourth year calls for $650,000. In addition to
this, there are Underlying Agreements calling for annual payments of
approximately $110,000 per year.

                                       9
<PAGE>
The Company intends to raise additional capital in order to ensure it has
sufficient resources to execute its plans for exploration as outlined above. The
Company is exploring loans, equity and joint ventures as possible alternatives.
There is no assurance that said funds can be obtained for the program.

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

Results of Operations - Period From July 01, 2004 to June 30, 2005

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

During the fiscal year ending June 30, 2005, the Company had exploration costs
of 487,108 as compared to 397,395 the previous year. This included the cost of
all consultants engaged regarding the development of the property, all property
payments, underground adit costs, and the cost of trenching, mapping etc.

EXPENSES: During the year ending June 30 2005, the Company incurred total
expenses of $1,018,390, compared to $788,700 the previous year.

These expenses were all related to exploration costs re the Napal Gold Property
as well as testing and exploration costs as they relate to the KBU property in
Sumatra, Indonesia.

Consulting and professional fees were up this year to $377,235 from $216,796 the
previous year.

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

The Company has no employees in its head office at the present time other than
,its Officers and Directors, and engages personnel through consulting agreements
where necessary as well as outside attorneys, accountants and technical
consultants. The mine site employs 10 people who are paid weekly in cash as is
the custom in Sumatra.

Cash on hand at June 30, 2005 was $3,467 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 a shareholders of the Company. The Company currently has
total debts of $268,055,which consists of accounts payable of $20,226, accrued
expenses of $93,500 and loans from related parties of $158,871.

At August 17, 2005, the Company had 58,631,552 shares of common stock
outstanding and has raised total capital to date of approximately $ 4,750,000.

During the year, the Company raised a total of $90,991 by way of sale of common
stock. In comparison, a total of $1,007,500 was raised the previous year. The
funds assisted in the underground development of the adit on the NUP property.

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


                                       10
<PAGE>
INFLATION

Inflation has not been a factor during the fiscal year ending June 30, 2005.
While inflationary forces are showing some signs of increasing in the next year,
it is not considered a factor in capital expenditures or production activities.







                                       11
<PAGE>
Item 7. Financial Statements.





                            APOLO GOLD & ENERGY, INC.



                                TABLE OF CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM                                                            1

FINANCIAL STATEMENTS

         Consolidated Balance Sheets                                       2

         Consolidated Statements of Operations                             3

         Consolidated Statement of Stockholders' Equity (Deficit)          4

         Consolidated Statements of Cash Flows                             6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                 7




<PAGE>



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


             Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Apolo Gold &
Energy, Inc. (formerly known as Apolo Gold, Inc.), an expoloration stage company
and Nevada corporation, as of June 30, 2005 and 2004, and the related
consolidated statements of operations, cash flows, and stockholders' equity
(deficit) for the years then ended and for the period from April 16, 2002
(inception of exploration stage) through June 30, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Apolo Gold & Energy,
Inc. as of June 30, 2005 and 2004, and the results of its operations and its
cash flows for the years then ended and for the period from April 16, 2002
(inception of exploration stage) through June 30, 2005, 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 10 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 10. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
August 22, 2005


                                      F-1
<PAGE>

<TABLE>
<CAPTION>


APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------------



                                                                   June 30,       June 30,
                                                                    2005            2004
                                                                 -----------    -----------
ASSETS
<S>                                                              <C>            <C>
     CURRENT ASSETS
         Cash                                                    $     3,467    $   375,385
         Receivable from jount venture partner                        25,000             --
         Prepaid expenses                                              2,280          6,840
                                                                 -----------    -----------
            Total Current Assets                                      30,747        382,225
                                                                 -----------    -----------

     FIXED ASSETS
         Mining equipment                                             86,127         62,491
         Less accumlated depreciation                                (16,767)        (4,464)
                                                                 -----------    -----------
                                                                      69,360         58,027
                                                                 -----------    -----------


TOTAL ASSETS                                                     $   100,107    $   440,252
                                                                 ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
     CURRENT LIABILITIES
         Accounts payable and accrued expenses                   $    20,226    $    26,133
         Accrued expenses                                             93,500             --
         Accrued payables, related parties                           158,871         33,333
                                                                 -----------    -----------
            Total Current Liabilities                                272,597         59,466
                                                                 -----------    -----------

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

     STOCKHOLDERS' EQUITY (DEFICIT)
         Preferred stock, 25,000,000 shares authorized, $0.001
            per value, none issued                                        --             --
         Common stock, 200,000,000 shares authorized, $0.001
            par value; 57,326,552 and 51,969,589 shares
            issued and outstanding, respectively                      57,326         51,969
         Additional paid-in capital                                4,746,493      4,286,736
         Accumulated deficit prior to exploration stage           (1,862,852)    (1,862,852)
         Deficit accumulated during exploration stage             (3,113,457)    (2,095,067)
                                                                 -----------    -----------

         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                       (172,490)       380,786
                                                                 -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $   100,107    $   440,252
                                                                 ===========    ===========
</TABLE>

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

                                      F-2


<PAGE>

<TABLE>
<CAPTION>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
---------------------------------------------------------------------------------------------------------

                                                                                            Period from
                                                                                           April 16, 2002
                                                                                           (Inception of
                                                            Year Ended       Year Ended  Exploration Stage)
                                                             June 30,         June 30,        through
                                                               2005             2004       June 30, 2005
                                                           ------------    -------------  --------------
<S>                                                        <C>             <C>             <C>
REVENUES                                                   $         --    $         --    $         --
                                                           ------------    ------------    ------------


EXPENSES
     Consulting and professional fees                           377,235         216,796         872,031
     Exploration costs                                          487,108         397,395       1,643,009
     General and administrative expenses                        153,116         174,509         420,293
     Foreign currency transaction gain (loss)                       931            (682)            931
                                                           ------------    ------------    ------------
        TOTAL EXPENSES                                        1,018,390         788,700       2,935,333
                                                           ------------    ------------    ------------

LOSS FROM OPERATIONS                                         (1,018,390)       (788,700)     (2,935,333)

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

LOSS FROM OPERATIONS                                         (1,018,390)       (788,700)     (3,112,526)

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

NET LOSS                                                   $ (1,018,390)   $   (788,700)   $ (3,112,526)
                                                           ============    ============    ============

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

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED:     54,112,853      47,207,499
                                                           ============    ============
</TABLE>

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

                                      F-3



<PAGE>

<TABLE>
<CAPTION>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



                                                            Common Stock                                           Accumulated
                                                    --------------------------    Additional                      Deficit Prior
                                                         Number                     Paid-in     Subscriptions     to Exploration
                                                       of Shares       Amount       Capital      Receivable           Stage
                                                    -------------------------    -------------  --------------    --------------
<S>                                                   <C>              <C>          <C>           <C>               <C>
Balance, June 30, 2001                                18,654,580   $   18,654    $  1,265,282    $          -     $ (1,634,303)

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

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

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

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

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

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

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

Net loss for the year ended June 30, 2002                      -            -               -               -         (228,549)
                                                      ----------    ---------    ------------       ---------     ------------

Balance, June 30, 2002                                28,095,862       28,096       2,506,233         (70,000)      (1,862,852)

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

Subscriptions received                                         -            -               -          70,000                -

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

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

Options exercised as payment of legal services
   at $0.04 per common share                              39,000           39           1,521               -                -
                                                      ----------    ---------    ------------       ---------     ------------
Balance, June 30, 2003                                33,334,862       33,335       2,821,554               -       (1,862,852)

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

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

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

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             -                -

Net loss for the year ended June 30, 2003                     -           -               -             -                -

Foreign currency translation gain                             -           -               -             -                -
                                                  -------------  ----------  --------------  ------------  ---------------
Balance forward                                      38,294,589      38,294       3,100,511       (25,000)      (1,862,852)

</TABLE>



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

                                      F-4



<PAGE>
<TABLE>
<CAPTION>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(continued)


                                                              Accumulated         Total
                                                             Deficit During   Stockholders'
                                                              Exploration        Equity
                                                                Stage          (Deficit)
                                                             --------------   -------------
<S>                                                           <C>              <C>
Balance, June 30, 2001                                       $         -      $ (350,367)

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

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

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

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

Issuance of stock for mining rights                                    -         330,000

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

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

Net loss for the year ended June 30, 2002                       (575,370)       (803,919)
                                                              ----------      ----------

Balance, June 30, 2002                                          (575,370)         26,107

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

Subscriptions received                                                 -          70,000

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

Options exercised for cash of $150,000 and services
   at $0.06 per common share                                           -         205,000

Options exercised as payment of legal services
   at $0.04 per common share                                           -           1,560
                                                              ----------      ----------
Balance, June 30, 2003                                          (575,370)        416,667

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

Issuance of stock for debt
   at $0.06 per common share                                           -         140,916

Options exercised for cash at
   $0.045 per common share                                             -          50,000

Options exercised at $0.05 per share
   for subscription receivable                                         -               -

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

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

Foreign currency translation gain                                      -             682
                                                              ----------      ----------
Balance Forward                                               (1,306,367)     $  (55,414)



</TABLE>



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

                                       F-4
                                  (continued)


<PAGE>
<TABLE>
<CAPTION>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)




                                                              Common Stock                                          Accumulated
                                                       ---------------------------    Additional                   Deficit Prior
                                                           Number                      Paid-in       Subscriptions to Exploration
                                                          of Shares      Amount        Capital       Receivable        Stage
                                                       ---------------------------  --------------  ------------  ---------------
<S>                                                           <C>             <C>          <C>       <C>           <C>
                                                       ---------------  ----------  --------------  ------------  ---------------
Balance Forward                                            38,294,589      38,294       3,100,511       (25,000)      (1,862,852)

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

Stock subscription paid                                             -           -               -        25,000                -

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

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

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

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

Net loss for the year ended June 30, 2004                           -           -               -             -                -

Foreign currency translation gain                                   -           -               -             -                -
                                                       ---------------  ----------  --------------  ------------  ---------------
Balance, June 30, 2004                                     51,969,589      51,969       4,286,736             -       (1,862,852)

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

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

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

Issuance of stock for services at $0.09 per share             200,000         200          23,300             -                -

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

Net loss for the year ended June 30, 2005                           -           -               -             -                -
                                                       ===============  ==========  ==============  ============  ===============

Balance, June 30, 2005                                     57,326,552   $  57,326   $   4,746,493   $         -   $    (1,862,852)
                                                       ===============  ==========  ==============  ============  ===============
</TABLE>



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

                                       F-5




<PAGE>
<TABLE>
<CAPTION>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(Continued)

                                                        Accumulated         Total
                                                        Deficit During   Stockholders'
                                                        Exploration        Equity
                                                           Stage          (Deficit)
                                                       --------------   -------------

<S>                                                     <C>               <C>
Balance, June 30, 2003                                    (1,306,367)        (54,732)

Options exercised as payment for services
   at $0.05 per common share                                       -          27,400

Stock subscription paid                                            -          25,000

Options exercised at $0.06 per share                               -         707,500

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

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

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

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

Foreign currency translation gain                                  -            (682)
                                                       --------------   -------------

Balance, June 30, 2004                                    (2,095,067)        380,786

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

Issuance of stock for debt at $0.07 per share                      -          80,333

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

Issuance of stock for services at $0.09 per share                  -          23,500

Options exercised as payment for services at
$0.08 per share                                                    -         135,290

Net loss for the year ended June 30, 2005                 (1,018,390)     (1,018,390)
                                                        ------------     -----------

Balance, June 30, 2005                                  $ (3,113,457)    $  (172,490)
                                                        ============     ===========



</TABLE>



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

                                       F-5
                                  (continued)



<PAGE>

<TABLE>
<CAPTION>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------

                                                                                          Period from
                                                                                         April 16, 2002
                                                                                         (Inception of
                                                               Year           Year      Exploration Stage)
                                                               Ended          Ended         through
                                                           June 30, 2005  June 30, 2004  June 30, 2005
                                                           -------------  -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>            <C>            <C>
     Net loss                                               $(1,018,390)   $  (788,700)   $(3,113,457)
     Adjustments to reconcile net loss
        to net cash used by operating activities:
            Depreciation                                         12,303          4,464         16,767
            Loss on sale of mining equipment                         --             --        177,193
            Options exercised for services                      135,291         27,400        162,691
            Stock issued for current debt                            --             --        140,916
            Stock issued for officer's wages and services            --             --          2,200
            Stock issued for professional services               23,500          5,000        247,060
            Stock issued for exploration costs                  135,000        160,000        645,000
            Expenses paid on behalf of Company                       --             --         42,610
     Decrease (increase) in:
        Accounts receivable                                     (25,000)            --        (25,000)
        Prepaid expenses                                          4,560         (6,840)        (2,280)
     Increase (decrease) in:
        Accounts payable                                         (5,970)         6,831          4,746
        Accrued expenses                                         88,958         (7,920)        87,693
        Accrued payables, related parties                       101,138             --         95,798
                                                            -----------    -----------    -----------
Net cash used by operating activities                          (548,610)      (599,765)    (1,518,063)
                                                            -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                   (23,636)       (62,491)       (86,127)
                                                            -----------    -----------    -----------
Net cash used by investing activities                           (23,636)       (62,491)       (86,127)
                                                            -----------    -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from related party loans                       24,400          5,270         57,733
     Proceeds from borrowings                                    84,937             --         84,937
     Proceed from subscription receivable                            --         25,000         25,000
     Proceeds from sale of common stock                          90,991      1,007,500      1,438,491
                                                            -----------    -----------    -----------
Net cash provided  by financing activities                      200,328      1,037,770      1,606,161
                                                            -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH                                (371,918)       375,514          1,971

Cash, beginning of year                                         375,385            553          1,496
                                                            -----------    -----------    -----------

Cash, end of year                                           $     3,467    $   376,067    $     3,467
                                                            ===========    ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Common stock issued for services                       $    23,500    $     5,000    $   247,060
     Common stock issued for  current debt                  $    80,333    $        --    $   221,249
     Common stock issued for exploration costs              $   135,000    $   160,000    $   645,000
     Note receivable from sale of mining equipment          $        --    $        --    $    45,000
     Options exercised for services                         $   135,291    $    27,400    $   162,691

</TABLE>


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

                                      F-6
<PAGE>


APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________


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 offices in Vancouver, British
Columbia, Canada. In 1997, the Company formed a subsidiary corporation
(Apologold C.A.) in Venezuela, which was originally used to acquire a Venezuelan
mining property. The subsidiary had no financial transactions during the years
ended June 30, 2004 and 2005.

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

The Company's year-end is June 30.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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



                                      F-7
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________


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, 2005 and 2004, the
Company has not engaged in any transactions that would be considered derivative
instruments or hedging activities.

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

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



                                      F-8
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________



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

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

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

Impaired Asset Policy
---------------------
In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144"). SFAS No. 144
replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of." This standard establishes a single
accounting model for long-lived assets to be disposed of by sale, including
discontinued operations. SFAS No. 144 requires that these long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or discontinued operations. The
Company reviews its long-lived assets quarterly to determine if any events or
changes in circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable.

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.


                                      F-9
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________




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

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

At June 30, 2005, the Company had net deferred tax assets calculated at an
expected rate of 33% of approximately $1,650,000 principally arising from
approximate net operating loss carryforward of $5,000,000 for income tax
purposes, which expire in the years 2014 through 2025. As management of the
Company cannot determine that it is more likely than not that the Company will
realize the benefit of the net deferred tax asset, a valuation allowance equal
to the net deferred tax asset has been established at June 30, 2005. The
significant components of the deferred tax asset at June 30, 2005 and June 30,
2004 were as follows:

                                                    Year ended   Year ended June
                                                  June 30, 2005     30, 2004
                                                  -------------  ---------------
Net operating loss carry forward                   $ 5,000,000      $ 3,960,000
                                                   ===========      ===========

Deferred tax asset                                 $ 1,650,000      $ 1,347,000
Deferred tax asset valuation allowance             $(1,650,000)     $(1,347,000)


The change in the allowance account from June 30, 2004 to June 30, 2005 was
$303,000. The change in the allowance account from June 30, 2003 to June 30,
2004 was $260,271.

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



                                      F-10
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________



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

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

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

The Company accounts for stock issued for compensation in accordance with APB
25, "Accounting for Stock Issued to Employees." Under this standard,
compensation cost is the difference between the exercise price of the option and
fair market of the underlying stock on the grant date and is recognized when
options are exercised. In accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock Based Compensation," the Company
provides the pro forma effects on net income and earnings per share as if
compensation had been measured using the "fair value method" described therein.
See Note 7.



                                      F-11
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________



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


NOTE 3 - MINERAL PROPERTIES

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

At June 30, 2005, in accordance with the aforementioned agreement, the Company
had paid $175,000 in cash and issued 3,000,000 shares of its common stock, with
a fair market value of $330,000. An additional $25,000 was paid subsequent to
June 30, 2005.

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


                                      F-12
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________



At June 30, 2005, in accordance with the aforementioned agreement, the Company
had paid $300,000 in cash, including $185,000 during the current year and issued
1,000,000 shares of its common stock, with a fair market value of $200,000 at
the time of issuance.

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


NOTE 4 - PROPERTY AND EQUIPMENT

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

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

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

Depreciation expense for the year ended June 30, 2005 and 2004 was $12,303 and
$4,464, respectively. The Company evaluates the recoverability of property and
equipment when events and circumstances indicate that such assets might be
impaired. The Company determines impairment by comparing the undiscounted future
cash flows estimated to be generated by these assets to their respective
carrying amounts. Maintenance and repairs are expensed as incurred. Replacements
and betterments are capitalized. The cost and related reserves of assets sold or
retired are removed from the accounts, and any resulting gain or loss is
reflected in results of operations.


                                      F-13
<PAGE>
APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________



NOTE 5 - COMMON STOCK

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

During the year ended June 30, 2005, options to purchase 1,709,888 shares of
common stock at an average price of $0.08 per share were exercised in exchange
for services valued at $135,291. Additionally, 859,000 options were exercised to
purchase common stock for cash of $90,991.

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

During the year ended June 30, 2004, options to purchase 525,000 shares of
common stock at $0.05 per share were exercised in exchange for services valued
at $27,400 and 11,125,000 options were exercised to purchase common stock for
cash of $707,500. The Company issued 1,000,000 shares of common stock as payment
for property acquisition worth $160,000 and an additional 1,000,000 shares of
common stock were issued for $300,000 cash. The Company paid services of $5,000
with the issuance of 25,000 shares of common stock.

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


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.


                                      F-14
<PAGE>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________


NOTE 7 - COMMON STOCK OPTIONS

The Company has six 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, and February
2005, 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 and 15,000,000 for the 2004 and the 2004A Plans. 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>                    <C>
  2000 stock option plan                     1,500,000                $ 0.14                      -
  2002 stock option plan                     2,100,000                $ 0.10                      -
  2003 stock option plan                       250,000                $ 0.05                      -
  2004  and  2004A  stock  option
  plans                                      3,500,000                $ 0.16                      -
  2005 stock option plan                     2,000,000                $ 0.09               3,230,000
                                       ---------------------                            -------------------
  Total                                      9,350,000                                     3,230,000
                                       =====================                            ===================

</TABLE>


                                      F-15

<PAGE>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________




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

                                                                 Number of Shares     Weighted Average
                                                                                         Exercise Price
                                                                 -----------------   -------------------
<S>                                                                    <C>           <C>
  Outstanding at June 30, 2003                                         5,510,000     $             0.11
  Granted                                                             14,600,000                   0.09
  Exercised                                                          (11,650,000)                  0.06
                                                                 -----------------   -------------------
  Outstanding at June 30, 2004                                         8,460,000                   0.13
  Granted                                                              6,768,888                   0.08
  Exercised                                                           (2,568,888)                  0.09
  Cancelled                                                           (3,310,000)                  0.15
                                                                 -----------------   -------------------
  Outstanding at June 30, 2005                                         9,350,000     $             0.11
                                                                 =================   ===================
Weighted average fair value of options granted during 2005       $          0.08
                                                                 =================
</TABLE>

The Company applies APB Opinion 25 in accounting for its stock option plans.
Accordingly, no compensation or consulting costs have been recognized for the
plan in fiscal 2005 or 2004. The Company granted 6,768,888 during the year ended
June 30, 2005. Of the options issued, 1,709,888 were issued and exercised for
services valued at $135,291 and 859,000 were exercised for $90,991 in cash.

The Company granted 14,600,000 during the year ended June 30, 2004. Of the
options issued, 525,000 were exercised for payment of services valued at $27,400
and 11,125,000 were exercised for $707,500 in cash.

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

                                            Year Ended June       Year Ended
                                                  30,            June 30, 2004
                                                 2005
                                           ------------------   ---------------
    Net Loss:
             As reported                   $     (1,018,361)    $     (788,700)
             Pro forma                     $     (1,423,091)    $   (2,572,117)
    Basic and diluted net loss per share:
             As reported                   $          (0.02)    $        (0.02)
                Pro forma                  $          (0.03)    $        (0.05)

The fair value of each option granted is estimated on the grant date using the
Black-Scholes Option Price Calculation. The following assumptions were made in
estimating fair value for 2005 and 2004: risk-free interest rate is 4%,
volatility is 135.04% and 112%, respectively, and expected life is 1.5 to 5
years.

                                      F-16
<PAGE>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________





NOTE 8 - RELATED PARTIES

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


NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Lease
---------------
The Company leases office facilities in Vancouver, British Columbia under a one
year operating lease expiring February 28, 2006 that provides for monthly
payments of approximately $1,400 in U.S. dollars. During the year ended June 30,
2005, lease expense totaled approximately $15,700.

Foreign Operations
------------------
The accompanying balance sheet at June 30, 2005 includes $3,467 of cash in
Canada and $86,127 of equipment in Indonesia. Although these countries are
considered economically stable, it is always possible that unanticipated events
in foreign countries could disrupt the Company's operations.

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

On June 28, 2005, the Company executed an investment agreement with Dutchess
Private Equities Fund, II, LP for up to $10,000,000 in equity financing. Equity
financing will be required as the Company advances its development of its NUP
property in Sumatra, Indonesia and pursues other mining opportunities. The
Company is also pursuing oil and gas opportunities and realizes a need to have
the ability to access equity market opportunities.


NOTE 10 - GOING CONCERN

As shown in the financial statements, the Company incurred a net loss of
$1,018,361 for the year ended June 30, 2005 and has an accumulated deficit of
$4,976,280 since inception of the Company. The Company currently has no
operating mining properties, has no revenues, and has limited cash resources.



                                      F-17
<PAGE>

APOLO GOLD & ENERGY, INC.
(Formerly known as Apolo Gold, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
June 30, 2005
________________________________________________________________________________




These factors indicate that the Company may be unable to continue in existence.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue existence. The Company is actively seeking additional capital
and management believes that new properties can ultimately be developed to
enable the Company to continue its operations. However, there are inherent
uncertainties in mining operations and management cannot provide assurances that
it will be successful in its endeavors. See Note 1.

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


NOTE 11 - SUBSEQUENT EVENTS

On August 19, 2005, the Company signed a letter of intent with Atna Resources
Ltd of Vancouver BC, Canada regarding the Beowawe Project in Nevada. Under the
terms of the letter of intent, Apolo Gold & Energy will invest approximately
$2,200,000 over a four year period to earn a 55% interest. Should Apolo
undertake a bankable feasibility study, its interest will increase to 70%. Under
terms of the letter of intent, Apolo will have a 30 day window to conduct a
preliminary review of data and visit the property to satisfy itself of the
viability of proceeding with the project. At that time, the parties will then
enter into a joint venture agreement and proceed as specified in the letter of
intent.

Subsequent to June 30, 2005, $78,500 of debt was exchanged for 1,305,000 shares
of common stock.




                                      F-18
<PAGE>

Item 8a.  Controls and Procedures

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

On or about June 30, 2005, the end of the period of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer /
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

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


PART III

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

         (a)  Directors and Executive Officers

NAME                AGE  POSITION                                     1ST YEAR
                                                                    WITH COMPANY
----                ---  --------                                   ------------
Martial Levasseur   71   Director, President                             1997
Robert E. Lee       70   Director                                        1997
Robert G. Dinning   66  Director, Chief Financial Officer, Secretary     2000
Rodney Kincaid      50  Director                                         2005
Glenn Kelleway      44  Director                                         2005


                                       12

<PAGE>
Business Experience

Martial Levasseur.

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

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

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

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

Robert 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 35 years. Prior
to commencing his consulting business, Mr. Dinning was CFO and Secretary of a
large publicly traded broadcast and sports Entertainment Company.

Robert E. Lee.

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

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


Rodney Kincaid

Mr. Kincaid is a graduate of Tennessee Temple University and the University of
Missouri in Business Communication. Since 1989 he has been President and CEO of
Balmoral Financial Companies and Viewpoint Technology & Energy Inc, of Columbus
Ohio. He has considerable international experience in Central Europe, Asia and
North Africa re oil and gas, mining, and technology entities. Mr. Kincaid has
significant international experience including successful transactions in the
Middle East, Central Asia, and in North African countries such as Egypt and
Libya.


Glen Kelleway

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

                                       13
<PAGE>

(b) Significant Employees:

Brant Little, Advisor to the Board.

Mr.Little has been an advisor to the Board for 3 years and brings to the Company
25 years of Investment Banking experience. His experience is primarily related
to precious metals resource companies and he has raised in excess of $100
million for various companies during this time.


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, 2005 and meetings by telephone. All corporate
actions by the Board of Directors were unanimously consented to at meetings or
in writing after telephone discussion.

Audit Committee

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

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

*    understands generally accepted accounting principles and financial
     statements,

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

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

*    understands internal controls over financial reporting, and

*    understands audit committee functions.

Board of Directors Independence

None of the Company's directors are "independent" within the meaning of
definitions established by the Securities and Exchange Commission or any
self-regulatory organization. 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.



                                       14
<PAGE>
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.

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

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

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


Security Holder Communications with our Board of Directors

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


                                       15
<PAGE>
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, 2005 our Directors and Officers
complied with all applicable Section 16(a) filing requirements except all three
directors did not timely file a Form 4 re granting of Options which were
reported on Form 5. This statement is based solely on a review of the copies of
such reports that reflect all reportable transactions furnished to us by our
Directors and Officers and their written representations that such reports
accurately reflect all reportable transactions.

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

Item 10. Executive Compensation

     The following table shows for the fiscal years ending June 30, 2005, 2004
and 2003, 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
Name and Principle Position        Year     ($)                     Options (#)       All Other Compensation ($)
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>          <C>        <C>                         <C>
Martial Levasseur President/CEO  2005     36,000       0                                       0
-----------------------------------------------------------------------------------------------------------------
Martial Levasseur President/CEO  2004     24,000                    1,000,000 Common           0
-----------------------------------------------------------------------------------------------------------------
Martial Levasseur President/CEO  2003     18,000       0              700,000 Common     $12,000 paid in
                                                                                         restricted stock.
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Above options for 1,000,000 were cancelled in February, 2005. Above options
totaling 700,000 are unexercised as of August 19, 2005.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Option Grants in Last Fiscal Year June 30, 2005
--------------------------------------------------------------------------------------------------------------
Individual Grants
--------------------------------------------------------------------------------------------------------------
Name                             Number of
                                  Common Shares
                                   Underlying
                                 Options         % of Total Options Granted in    Exercise Price    Expiration
                                 Granted (#)     Fiscal Year ended June 30, 2005  ($/Sh)            Date
--------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>                   <C>               <C>   <C>
Robert Dinning,                   2,000,000                  34.4%                 $0.08 per Share   02/02/10
CFO, Director
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       16
<PAGE>
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, 2004 and as of June 30, 2005.
<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, 2005  (#)               Options at June 30, 2005  (1)
Name                    Exercise (#) ($)         Exercisable/Unexercisable        Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S>                            <C>         <C>   <C>                              <C>
Martial Levasseur               0          0       700,000 Shares/                 $0
Pres./CEO, Dir.                                  Exercisable
---------------------------------------------------------------------------------------------------------------------
Robert Dinning,                 0          0     4,400,000 Shares/                 $0
CFO, Director                                    Exercisable
---------------------------------------------------------------------------------------------------------------------
Robert Lee,                     0          0       700,000 Shares/                 $0
Secretary, Dir.                                  Exercisable
---------------------------------------------------------------------------------------------------------------------
</TABLE>

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



Compensation of Directors

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

     Other Arrangements: There are no other arrangements.

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

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

Termination of Employment and Change of Control Arrangement

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


Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners holding five percent or
greater of the 58,631,552 shares of common stock outstanding as of August 19,
2005 and of Management assuming the exercise of outstanding options held by
management.


                                       17
<PAGE>

Title of  Name and Address(1)     Position         Amount and Nature     % of
Class     Beneficial Owner                        of Beneficial Owner    Class
--------  -------------------    ----------        -------------------  -------
Common    Martial Levasseur      Director, CEO       7,917,892 (2)       13.81%
          Robert Dinning         Director, CFO       5,703,333 (3)        9.95%
          Robert Lee             Director            2,585,602 (4)        4.51%
          Rodney Kincaid         Director            1,500,000 (5)        2.62%
          Glen Kelleway          Director              300,000 (6)        0.51%
          Brant Little           Consultant          3,600,000 (7)        6.29%
           All officers and Directors
           as a Group (3 persons)                   21,606,827           37.69%

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

(2)  Includes 2,753,333 directly in name of Martial Levasseur and 4,464,559 in
     name Of Van Silver Holdings Inc., a holding company controlled by Martial
     Levasseur. In addition, Mr. Levasseur holds a stock option for 700,000
     common shares, exercisable at $0.09 per share.

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

(4)  Includes a stock option of 700,000 common shares, exercisable at $0.09 per
     share until June 30, 2007.

(5)  Includes 750,000 restricted common shares in the name of Balmoral Financial
     Services, and 750,000 restricted common shares in the name of Viewpoint
     Technology, both companies controlled by Mr. Kincaid.

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

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

Item 12. Certain Relationships and Related Transactions:

     In February, 2005, the Company signed a Letter of Intent with Balmoral
     Companies of Dublin Ohio wherein Apolo Gold & Energy acquired a 22%
     interest in the rights to an oil property located in Kazakhstan. Balmoral
     and its partner ViewPoint Technology Inc. executed an Absolute Assignment
     of its interest in this property to Apolo in return for a total of
     1,500,000 restricted common shares valued at $0.09 each. Each company
     received 750,000 restricted shares. Rodney Kincaid is the Managing Partner
     of Balmoral and was elected to the Company's board of directors on May 20,
     2005. In May 2005, the Company requested technical data and when none was
     forthcoming, terminated the agreement in August, 2005. Please see
     Management's Discussion and Analysis of Financial Condition, starting on
     page 7.


Item 13. Exhibits and Reports on Form 8-K

A. Exhibits

     3.1  Articles of Incorporation (Incorporated by reference from Form 10SB
          Registration SEC File # : 000-27791 filed October 25, 1999)
     3.2  By-Laws of Corporation (Incorporated by reference from Current Report
          on Form 8-K Registration SEC File # : 000-27791 filed May 31, 2005)
     3.3  Certificate of Amendment dated May 24, 2005
     10.1 NUP ACQUISITION AGREEMENT (Incorporated by reference from Annual
          Report on Form 10KSB filed on September 30, 2002
     10.2 KBU ACQUISITION AGREEMENT 10.3 Addendum to KBU ACQUISITION AGRREEMENT
     14   Code of Ethics
     31.1 Sarbanes Oxley Section 302 Certification
     31.2 Sarbanes Oxley Section 302 Certification
     32.1 Sarbanes Oxley Section 906 Certification
     32.2 Sarbanes Oxley Section 906 Certification


                                       18
<PAGE>
B. Reports on Form 8-K:

In May 2005, the Company filed a Current Report on Form 8-K to report the
results of its Annual General Meeting of Shareholders, the appointment of Mr.
Kelleway to the board of directors and an amendment to the Company's by-laws.


Item 14.  Principal Accountant Fees And Services

Williams & Webster PS, Certified Public Accountants, are the Company's
independent auditors to examine the financial statements of the Company for the
fiscal year ending June 30, 2005. 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 $20,000 for the
fiscal year ended June 30, 2005 for professional services rendered for the audit
of the Company's annual financial statements and for the reviews of the
financial statements included in Company's quarterly reports on Form 10QSB
during these fiscal years.

Audit -Related Fees

Williams & Webster PS was not paid any additional fees for the fiscal year ended
June 30, 2005 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, 2005 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, 2005




                                       19
<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:    August 25, 2005
                                /s/ Martial Levasseur
                                --------------------------------------
                                Martial Levasseur, 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/ Martial Levasseur
------------------------
Martial Levasseur          President, Director                August 25, 2005


/s/ Robert G. Dinning
------------------------
Robert G. Dinning          Chief Financial Officer,
                           Secretary, Director                August 25, 2005

/s/ Robert E. Lee
------------------------
Robert E. Lee              Director                           August 25, 2005


/s/ Rodney Kincaid         Director                           August 25, 2005
------------------------
Rodney Kincaid


/s/ Glenn Kelleway         Director                           August 25, 2005
------------------------
Glenn Kelleway








                                       20
<PAGE>