FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             450 Fifth Street, N.W.
                             Washington D. C. 20549



(Mark  One

[X]  ANNUAL  REPORT  UNDER  SECTION  13 OR  15(d) OF THE  SECURITIES
EXCHANGE  ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2000 OR

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

                        Commission file number: 000-27791

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

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

                            #1458 - 409 Granville St.
                       Vancouver, British Columbia V6C 1T2
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number: 604-687-4150

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

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. [X]

State issuer's revenues for most recent fiscal year:  $91,841
                                                     ---------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates (5,864,580 shares) based on the average bid and asked price as
of September 21, 2000 being $0.21.5 per share: $1,260,885.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  17,714,580 shares of Common Stock as
of September 28, 2000.

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,  Inc,  (the Company) was  incorporated  in March 1997 under the
laws of the State of Nevada for the purpose of financing and operating  gold and
diamond   concessions   in  Venezuela,   as  well  as  other   precious   metals
opportunities.

     The  Company  formed  a  subsidiary,  Compania  Minera  Apologold,  C.A.  a
Venezuela  corporation  (the  Venezuela  subsidiary)  and on May  18,  1999  the
Venezuela  subsidiary  entered into an agreement with Empresa  Proyectos Mineros
Goldma,  C.A. to acquire the elluvial  diamond and gold mining  concession named
Codsa 13, located in the Gran Sabana Autonomous Municipality,  State of Bolivar,
Venezuela.  The purchase price for the concession was $3,500,000  (2,086,000,000
Bolivars).  A down payment of $50,000 (29,800,000 Bolivars) was made on or about
May 30,  1999.  A second  payment  of  $50,000  (29,800,000  Bolivars)  was made
November 15, 1999.  The  Venezuela  Subsidiary  agreed to establish at least one
mining  operation on the  concession  with a minimum  production  of 1,000 cubic
meters  per  day,  within  one  year  of  execution  of the  agreement  and  its
authentication  by the  Venezuela  government.  The agreement was first filed or
authenticated with the Venezuela government on May 18, 1999.


     The  Venezuela  subsidiary  negotiated  an extension  of this  agreement to
November 2000 with Empresa Proyectos Mineros Goldma, C.A.

     Once  production  commences,  the  Venezuela  Subsidiary  has agreed to pay
monthly  payments in the amount equal to twenty percent of the gross  production
from the mining  operation.  Fifty  percent of the monthly  payment  (10% of the
gross  production)  is to be credited as payment on the purchase price and fifty
percent is to be applied as rental  payment on mining  equipment  and  technical
assistance.

     The  Venezuela  Subsidiary  agreed  that  within  one year from the date of
authentication of the purchase  agreement with the Venezuelan  authorities,  the
amount of the monthly  payment is to be at least  $10,000 even if  production is

<PAGE>
insufficient to pay the minimum amount. Payments of the $10,000 minimum began in
June 2000 and have been paid each month since.

     All payments to the Seller may be paid in US dollars,  gold and diamonds as
priced in Venezuela, and shares in the Company, as selected by the Seller in any
combination  thereof.  The agreement  requires a further payment of a royalty to
the Seller in the amount of 2.5% of the annual net profits  from  operations  on
the  concession.  This royalty is payable as long as there is  production on the
property.  There is also a royalty  payable to the government of Venezuela of 4%
of gross  production.  The  agreement  also  requires  that an  existing  mining
operation by the Seller may continue and that the Seller may continue to conduct
exploration and testing until the entire purchase price has been paid.

     On May 20 1999,the  Company  entered into an assignment  agreement with its
Venezuelan  Subsidiary,  which  assigned  the rights and  obligations  under the
Concession  Agreement to the Company.  In addition to the obligations  under the
Concession  Agreement,  the Company paid  3,500,000 in shares of common stock to
AML  Diamond and Gold Exp.  As well,  the  Company  also agreed to pay a further
royalty in the amount of 7.5% of net  production  profits.  AML Diamond and Gold
Exp is owned by Albert  Aleong,  a  Venezuelan  resident  who has  worked at the
property site. He is not related to any directors or officers of the Company nor
is he currently working at the mine site.


Operations

     The Company is taking over an existing  elluvial  mining  operation  on the
concession Codsa 13. This existing operation  processed  approximately 250 cubic
yards of  material  per day by using  very  inefficient  mining  technology  and
equipment.  The existing process used sluice boxes where hand excavated  gravels
are washed over a ridged board to wash away lighter  sediments and allowing gold
to collect in the  "riffles".  The  Geological  Evaluation  commissioned  by the
Company from  Geological  & Mining  Exploration  Services,  S.A. of Las Cumbres,
Panama,  tested the tailings of the existing  operation and  concluded  that the
present  operation  recovers  less than 40% of existing  gold and  diamonds.  No
records of the volume of gravel  processed  or gold and diamonds  produced  were
maintained or if they were, they were not available to the Company.

     The Company has imported mining equipment including a floating dredge and a
"Super Bowl" gold ore processing machine that is fully installed on the property
and currently handling small production.  Once preliminary testing is completed,
the Company  expects to process a minimum of 1,000  cubic yards of elluvial  ore
per day.

     As the Company has not yet attained  full  production,  nor has it achieved
the desired one shift level of 1,000 yards per day,  there is no assurance  that
such  production will be attained.  Accordingly,  there can be no assurance that
the Company will operate at a profitable level.

     The mining process being used is open pit placer mining. A large pit is dug
and allowed to fill with ground water. Alluvial ore is pumped from the bottom of
the pit, screened for rough diamonds,  and then processed through the Super Bowl
for removal of gold ore. The Subsidiary  Company employs a crew of 20 people and
will operate  initially on a one-shift  basis.  When  production  procedures are
refined, the Company intends to implement a two-shift operation.

     Rough  diamonds  and gold will be sold to buyers in  Venezuela  while  some
diamonds may be sold in other world markets.

     The  Company  has no  employees  at present  other than its  officers.  The
Venezuela  Company  employs  20  people,  plus it hires as  consultants,  mining
engineers and other professionals as required.

<PAGE>
     The Company  expects to be  producing  1,000 cubic yards per day in October
2000. Production will increase to 2,000 cubic yards per day later in the year.


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.  These prices have been taken into  consideration  in the evaluation of
the property and its potential.  Operating costs have been determined,  possible
recovery of precious metals has been estimated, and the risks involved have been
determined.  There is no  assurance  that the  recovery of precious  metals will
occur as estimated.


Government Regulation

     The Company is aware of  environmental  requirements  in the  operation  of
concession.  The  Company  is  subject  to  regular  inspections  by  Government
authorities and to date has been approved after each inspection.  The Company is
also subject to a royalty of 4% on production  and is audited on a regular basis
by Government authorities.  The Company is comfortable with the requirements and
regulations and continues to abide by all regulations and requirements.


Risk Factors

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

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

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

     a)   Foreign  Operations  Risks are  significant as its principal  business
          operations will be located in St Elena, Venezuela. Although management
          intends to abide by all laws of the country,  including procurement of
          all necessary permits,  licenses, and other regulatory approvals,  the
          Company has no control  over the  regulatory  climate and the possible
          changes in laws and regulations.

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

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

     a)   There are  currently  17,714,580  common shares  outstanding  out of a
          total authorized capital of 200,000,000 shares.  There are 182,426,420
          shares of the Company  unissued.  The Board of Directors has the power
          to  issue  such  shares,  subject  to  shareholder  approval,  in some
          instances.  Although  the  Company  presently  has no  commitments  or
          contracts to issue any additional  shares to other persons,  it may in
          the future attempt to issue shares to acquire  properties,  equipment,
          or other products, or for corporate purposes.  Any additional issuance
          of shares by the Company form its'  authorized  but  unissued  shares,
          would  have  the  effect  of   diluting   the   interest  of  existing
          shareholders.


     b)   There are no  dividends  anticipated  by the  Company.  At the present
          time, the Company intends to focus on reduction of its property debt.


Company's Office

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



ITEM 2 - Description of Property

Location and Title

     The Company has acquired the  alluvial  diamond and gold mining  concession
named Codsa 13.

     Codsa 13 is located in the Gran Sabana  Autonomous  Municipality,  State of
Bolivar,  in the extreme  southeast  of  Venezuela.  It is  approximately  sixty
kilometers  north of Santa  Elena,  a village of 15,000  people with  sufficient
facilities and supplies to support the mining  operation.  Santa Elena has daily
flights to Caracas. The mining operation is accessible by gravel road from Santa
Elena.

     Title to the Codsa 13 mining  concession has been held by Empresa Proyectos
Mineros  Goldma,  C.A.  since 1992 and is the seller as  described  above to the
Company's Subsidiary.

Regional Geology

     Existing data on Codsa 13 defines it as part of the  Magnamatica de Roraima
Province,  of  Proterozoico,   between  1,800  and  1,650  million  years.  This
Magnamatica  Province  is  formed by a series of  formations,  described  in the
"Proyecto de Inventario de Resursos  Naturales de la Region de Guayana de C.V.G.
Technical Nigeria C.A. These formations are as follows:


Uairen Formations, Inferior and Superior Part

     Formed mainly by quartz sandstone and conglomerate of fine and coarse side,
sandstone  feldespatic,  limonite,  breccia lens and sandstone of white and pink
colors, lens of lutita vitreous.

Uaimpue Formations: Lower, Middle and Upper Part

     Formed  mainly by quartz  sandstone  of fine and medium  grain with crossed
stratification, "flat and leveled" parallel, pinkish and violet colors, vitreous
tufts,  volcanclastic sandstones red in color with pyrite crystals, fine grained
quartz like  sandstones,  vitreous tufts and green chert. The area is considered
as a diamond  bearing  and placer  gold field,  however  there is no  concluding
criteria on the primary deposits of the same.

<PAGE>
Description of Codsa 13

     The  gold  and  diamond  deposit  currently  being  exploited  on  Codsa 13
concession,  consists of a series of massive  stratum of fine and  thick-grained
quartz sands with white quartz edges and gravel with  unconsolidated sand quartz
matrix.

     This  sequence  graduates  toward the  ceiling to levels of very fine grain
similar to  volcanic  ash,  white in color and at a level of black in color,  of
quartz grains that make up a good level of stratigraphic reference.

     In the current  pits,  the base of the cystic  section  cannot be observed,
below the levels of gravel and a lens of breccia cemented with hematite limonite
exists.  The lowest level  observed  consists of very  homogenious  fine grained
sands,  with isolated quartz edges.  The sequence of sands with evidence of gold
contents, outcropping in the pits show an average thickness of 9 meters although
true thickness and morphology is unknown.

     The soil that is mainly a sandy area, with little organic contents,  is not
more than 0.50 meters.  The deposit forms a flat area with a slight  inclination
that reaches a subsurface  level at 1 meter deep. This will allow the Company to
maintain the  extraction pit full of water that will be adequate for the planned
extraction process.

     In the Codsa 13 concession, the potential zone for the contents of elluvial
with gold and  diamonds has not yet been  properly  defined,  although  there is
enough  evidence to consider that the undulated flat  morphology,  which forms a
filling  at the  level  of the  river,  could  contain  the main  potential.  In
addition,  there is evidence  that the area has been  affected  by  hydrothermal
processes of mineralization that increased the possibilities of mineralization.

     It is estimated  that the alluvium  zone is located at the  undulated  flat
areas, with an approximate  elevation of 10 meters above Rio Cuquenan level. The
current works in the two pits  indicates  that the deposits are extended in this
area and that the same contain gold and  diamonds.  The works carried out at the
higher topographical levels, have not given good results,  however the same have
not been carried out with  adequate  control of the  possible  levels of greater
interest.  The area covered by this undulated flat area,  which is considered as
the best potential covers nearly 3 square km. This represents a 9,000,000 square
meter area. If a minimum  thickness of 5 meters is taken into  consideration for
the sequence  alluvium,  the existing  potential is of 45,000,000  cubic meters,
which represent close to 112,500,000 tons of alluvial ore.


ITEM 3 - Legal Proceedings

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


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

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


PART II

ITEM 5 - Market for Common Equity and Related Stockholder Matters

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

<PAGE>
     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
    --------------------------------------------------------------
    June 30, 2000                   $0.31                    $0.19


     As of September 25 2000,  there were  fifty-eight  holders of record of the
Company's  common  stock  which does not  account  for the number of  beneficial
holders whose stock is held in the name of broker-dealers or banks.

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


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

General Overview

     Apolo Gold, Inc.  ("Company") was incorporated in March 1997 under the laws
of the State of Nevada for the  purpose of  financing  and  operating a gold and
diamond mining concession in Southeastern  Venezuela,  acquired by the Company's
subsidiary Compania Minera Apologold,  C.A. a corporation incorporated under the
laws of Venezuela.

     Compania Minera  Apologold,  C.A. entered into an agreement on May 18, 1999
with Empresa  Proyectos  Goldma,  C.A. to acquire the alluvial  diamond and gold
mining  concession  called  Codsa 13, that is located in Gran Sabana  Autonomous
Municipality  State  of  Bolivar,   Venezuela  for  a  total   consideration  of
$3,500,000(2,086,000  Bolivars).  Payments of $100,000 have been made to date on
this debt and starting  June 30, 2000,  the Company  commenced  minimum  monthly
payments of $10,000 until such time as they enter into full production.

     Compania  Minera  Apologold,  C.A.  also agreed to  establish  at least one
mining concession with a minimum production of 1,000 cubic meters per day within
one year  from the  date of  authentication  of the  purchase  agreement  by the
government of Venezuela.  This  authentication  occurred on May 18, 1999 and the
Company  subsequently  negotiated an extension to the one-year provision and now
must be in production by November 1, 2000. Production has already started on the
concession  and  volumes of 1,000  cubic  yards per day are  expected in October
2000. This should increase to 2,000 cubic yards per day later in the year.

     Once  production  commences,  Compania  Minera  Apologold,  C.A.  agreed to
monthly  payments in an amount equal to twenty  percent of the gross  production
from the mining  operation.  Fifty  percent of the monthly  payment  (10% of the
gross  production)  is to be credited as payment on the  purchase  price and the
remaining  fifty percent is to be applied as rental payment on mining  equipment
and technical assistance.  In the event production is inadequate, or delayed for
any reason,  minimum  payments of $10,000 per month shall be made.  This payment
schedule  continues until the debt is retired.  The same formula applies whereby
fifty  percent of the  $10,000 is applied to the debt and the  remaining  50% is
applied as a rental payment and technical assistance.

     All payments to the Seller can be made in US dollars,  gold and diamonds as
priced in Venezuela and shares in the Company,  or any combination  thereof,  as
agreed by the Seller.

     In  addition to the  foregoing,  a further  royalty  payment of 2.5% of the
annual net profits of the concession is to be paid to the Seller. The royalty is
payable as long as there is production on the property.

     A  royalty  of 4% of  production  is  also  payable  to the  government  of
Venezuela.

<PAGE>
Results of Operations - Period From July 01, 1999 to June 30, 2000

REVENUES: Revenues in the year ending June 30 2000 amounted to $91,841. This was
the result of testing  programs  carried out over the past several months.  Full
production is expected in October 2000.

EXPENSES:  During the year ending  June 30 2000,  the  Company  incurred  direct
expenses of $215,123, indirect expenses of 29,016 and general and administrative
expenses of $107,501.

A summary of these expenditures is as follows: Direct expenses:
         Cost of production                  $  69,737
         Depreciation and depletion             72,160
         Wages                                  65,470
         Supplies and sundry                     7,756
                                           ------------
                                               215,123
                                           ------------
Indirect expenses:
         Travel and camp expenses               29,016
                                           ------------

General and administrative:
         Legal and Professional fees          $ 15,600
         Consulting fees                        20,500
         Office and Administration              54,374
         Travel and promotion                   17,037
                                          -------------
  Total                                       $107,501
                                          -------------


     All of the above noted direct and indirect  expenses of $244,139 were wages
and expenses related to preparation of the property for production, installation
of equipment and the setup of production procedures.

     General  and  administrative   expenses  of  $107,501  included  legal  and
accounting  fees paid of $15.600,  agreement  preparation in Venezuela,  and the
preparation  and filing of quarterly  reports with the SEC and the audits of the
accounts.

     The Company  continues to carefully  control its  expenses,  and intends to
seek  financing  in the  future  to  provide  necessary  funds  to  conduct  its
production and further develop its property concession..

     The Company has no  employees  at the present  time other than its officers
and  directors  and  engages  personnel  through  consulting   agreements  where
necessary as well as outside attorneys,  accountants and technical  consultants.
Its subsidiary  employees between 15 and 20 people at the mine site in Venezuela
who are paid weekly in Bolivars.

     Cash on hand at June 30, 2000 was $6,485 and the Company recognizes it does
not have  sufficient  funds to conduct  ifs  affairs.  It fully  intends to seek
financing by way of loans, and private placements.

     NET LOSS:  The Company  incurred a net loss of $259,799 for the fiscal year
ended June 30, 2000.  It is expected that the net loss will be eliminated in the
fiscal year 2001.


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

     At June 30,  2000,  the  Company  had  17,573,580  shares of  common  stock
outstanding and has raised total capital to date of $1,177,577.  In addition the
Company  has  borrowed  $159,659  for a  total  capital  injection  to  date  of
$1,337,236.

     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.

     The Company is not in arrears on any of its obligations.

INFLATION

     Inflation  has not been a factor  during the fiscal  year  ending  June 30,
2000. While inflationary forces are moderately higher in the current year, it is
not considered a factor in capital expenditures or production activities.




<PAGE>
Item 7. Financial Statements.



                                APOLO GOLD, INC.



                                TABLE OF CONTENTS


INDEPENDENT AUDITOR'S REPORT                                        1

FINANCIAL STATEMENTS

         Consolidated Balance Sheets                                2

         Consolidated Statements of Operations                      3

         Consolidated Statement of Stockholders' Equity             4

         Consolidated Statements of Cash Flows                      5

NOTES TO FINANCIAL STATEMENTS                                       6




<PAGE>

((LOGO))
                            Williams & Webster, P.C.
               Certified Public Accountants & Business Consultants
                        Bank of America Financial Center
                          601 W. Riverside, Suite 1940
                             Spokane, WA 99201-0611
       509-838-5111 Fax: 509-838-5114 Email: wwpcpas@williams-webster.com


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


                          Independent Auditor's Report

We have audited the accompanying consolidated balance sheets of Apolo Gold, Inc.
as of June  30,  2000  and  1999  and the  related  consolidated  statements  of
operations and comprehensive loss, cash flows, and stockholders'  equity for the
years then ended.  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 audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Apolo Gold, Inc. as
of June 30, 2000,  and 1999 and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 9 to the
financial statements,  the Company's significant operating losses and default on
its equipment  purchase  contract raise  substantial  doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 9. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ Williams & Webster, P.S.
----------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
August 31, 2000




<PAGE>

                                APOLO GOLD, INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                            June 30,           June 30,
                                                                              2000               1999
                                                                         ---------------     --------------
ASSETS
     CURRENT ASSETS
<S>                                                                    <C>                <C>
         Cash                                                          $          6,485   $         10,143
         Accounts receivable                                                      4,880                  -
         Deposit                                                                      -             50,000
                                                                         ---------------     --------------
                                                                         ---------------     --------------
             Total Current Assets                                                11,365             60,143
                                                                         ---------------     --------------

     PROPERTY AND EQUIPMENT
         Equipment                                                              350,658              4,100
         Less accumulated depreciation                                          (61,694)               (34)
                                                                         ---------------     --------------
                                                                         ---------------     --------------
             Total Property and Equipment                                       288,964              4,066
                                                                         ---------------     --------------

     MINERAL PROPERTY                                                         2,999,500                  -
                                                                         ---------------     --------------


TOTAL ASSETS                                                           $      3,299,829   $         64,209
                                                                         ===============     ==============

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
     CURRENT LIABILITIES
         Accounts payable                                              $         57,454   $              -
         Loans payable                                                            5,000              5,000
         Accrued interest                                                       193,979
         Shareholder advances                                                   154,659            239,859
         Mineral property contract payable                                       60,000                  -
                                                                         ---------------     --------------
             Total Current Liabilities                                          471,092            244,859
                                                                         ---------------     --------------

     LONG-TERM LIABILITIES
         Mineral property contract payable, net of current portion            2,845,000                  -
                                                                         ---------------     --------------

         TOTAL LIABILITIES                                                    3,316,092            244,859
                                                                         ---------------     --------------

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

     STOCKHOLDERS' EQUITY (DEFICIT)
         Common stock, 200,000,000 shares authorized, $0.001
             par value; 17,573,580, and 12,942,250 shares
             issued and outstanding, respectively                                17,574             12,942
         Additional paid-in-capital                                           1,160,023            796,489
         Stock subscriptions receivable                                               -           (250,000)
         Accumulated deficit                                                 (1,193,859)          (740,081)
                                                                         ---------------     --------------

         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                   (16,263)          (180,650)
                                                                         ---------------     --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   $      3,299,829   $         64,209
                                                                         ===============     ==============

</TABLE>



   The accompanying notes are an integral part of these financial statements

                                      -2-



<PAGE>


                                APOLO GOLD, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                           For the            For the
                                                          Year Ended        Year Ended
                                                           June 30,          June 30,
                                                             2000              1999
                                                        ---------------   ----------------

<S>                                                   <C>                  <C>
REVENUES                                              $         91,841     $            -

COST OF REVENUES
     Direct costs                                              215,123                  -
     Indirect costs                                             29,016                  -
                                                        ---------------   ----------------
                                                        ---------------   ----------------
TOTAL COST OF REVENUES                                         244,139                  -
                                                        ---------------   ----------------

GROSS PROFIT (LOSS)                                           (152,298)                 -
                                                        ---------------   ----------------

EXPENSES
     Mineral property exploration expense                            -             70,919
     Consulting and professional fees                           36,100             27,000
     General and administrative expenses                        71,401              2,248
                                                        ---------------   ----------------
         TOTAL EXPENSES                                        107,501            100,167
                                                        ---------------   ----------------

LOSS FROM OPERATIONS                                          (259,799)          (100,167)

OTHER EXPENSES
     Interest Expense                                          193,979                  -
                                                        ---------------   ----------------

NET LOSS BEFORE INCOME TAXES                                  (453,778)          (100,167)

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

NET LOSS AFTER INCOME TAXES                            $      (453,778)          (100,167)
                                                        ===============   ================

NET LOSS PER COMMON SHARE,
     BASIC AND DILUTED                                 $        (0.029)            (0.008)
                                                        ===============   ================

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES OUTSTANDING,
     BASIC AND DILUTED                                      15,585,915         11,823,591
                                                        ===============   ================
</TABLE>



  The accompanying noates arae an integral part of these financial statements

                                      -3-





<PAGE>


                                APOLO GOLD, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY


<TABLE>
<CAPTION>

                                          Common Stock                Additional       Stock                           Total
                                              Number                   Paid-In    Subscriptions     Accumulated     Stockholders'
                                           of Shares        Amount     Capital      Receivable         Deficit         Equity
                                          -----------    ---------    ----------   ------------   ------------    -----------
<S>                                        <C>           <C>          <C>          <C>            <C>             <C>
Balance, June 30, 1998                     12,517,800    $  12,518    $  716,681   $   (250,000)  $   (639,914)   $  (160,715)

Issuance of shares at $0.12
    to $0.25 per share for cash               324,450          324        78,908              -              -         79,232

Issuance of shares at $0.01
    per share for equipment                   100,000          100           900              -              -          1,000

Net loss for the year ended June 30, 1999           -            -             -              -       (100,167)      (100,167)
                                           ----------    ---------      --------      ---------       --------      ---------
Balance, June 30, 1999                     12,942,250       12,942       796,489       (250,000)      (740,081)      (180,650)

Issuance of shares at $0.01
    for cash                                3,520,000        3,520        31,680              -              -         35,200

Issuance of shares at $0.35
    for equipment                             120,252          120        42,068              -              -         42,188

Issuance of shares at $0.35
    for cash                                  499,363          499       174,178              -              -        174,677

Issuance of shares an average of $0.24 per share
    for services and debt                     491,715          492       115,608              -              -        116,100

Payment of stock subscriptions receivable           -            -             -        250,000              -        250,000

Net loss for the year ended June 30, 2000           -            -             -              -       (453,778)      (453,778)
                                        -------------  -----------  ------------  -------------   -------------   -----------
Balance, June 30, 2000                  $  17,573,580   $   17,574   $ 1,160,023  $           -   $ (1,193,859)   $   (16,263)
                                        =============  ===========  ============  =============   =============   ===========
</TABLE>


  The accompnaying notes are an intergral part of these financial statements.

                                      -4-
<PAGE>

                                APOLO GOLD, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                         For the Year           For the Year
                                                                            Ending                 Ending
                                                                        June 30, 2000            June 30, 1999
                                                                    --------------------   ----------------------
Cash flows from operating activities:
<S>                                                                 <C>                    <C>
      Net loss                                                      $           (453,778)  $             (100,167)
      Adjustments to reconcile net loss
          to net cash used by operating activities:
              Depreciation                                                        61,660                       34
              Depletion                                                           10,500                        -
              Stock issued for services                                           16,100                    1,000

      Decrease (increase) in:
          Accounts receivable                                                     (4,880)                       -
          Accounts payable                                                        14,954                        -
          Accrued interest                                                       193,979                        -
          Deposits                                                                     -                  (50,000)
          Short term notes payable                                                     -                    5,000
                                                                    --------------------   ----------------------
Net cash (used) by operating activities                                         (161,465)                (144,133)
                                                                    --------------------   ----------------------
Cash flows from investing activities:
      Purchase of mineral property                                               (55,000)                       -
      Purchase of equipment                                                     (261,870)                  (4,100)
                                                                    --------------------   ----------------------
Net cash (used) by investing activities                                         (316,870)                  (4,100)
                                                                    --------------------   ----------------------
Cash flows from financing activities:
      Net proceeds from shareholder loans                                         14,800                   77,942
      Proceeds from collection of subscriptions receivable                       250,000                        -
      Proceeds from sale of common stock                                         209,877                   78,240
                                                                    --------------------   ----------------------
Net cash provided  by financing activities                                       474,677                  156,182
                                                                    --------------------   ----------------------
Increase (Decrease) in cash                                                       (3,658)                   7,949

Cash, beginning of year                                                           10,143                    2,194
                                                                    --------------------   ----------------------
Cash, end of year                                                   $              6,485   $               10,143
                                                                    ====================   ======================
Supplemental disclosures:

Interest paid                                                       $                  -   $                    -
                                                                    ====================   ======================
Income taxes paid                                                   $                  -   $                    -
                                                                    ====================   ======================
Non-cash investing and financing activities:

      Common stock issued for services                              $             16,100   $                1,000
      Common stock issued for equipment                             $             42,188   $                    -
      Common stock issued for debt                                  $            100,000   $                    -
      Property and equipment purchased on financing contract        $          3,600,000   $                    -

</TABLE>


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

                                      -5-

<PAGE>

                                APOLO GOLD, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Apolo Gold, Inc. (the Company) was  incorporated in March of 1997 under the laws
of the State of Nevada  primarily  for the purpose of acquiring  and  developing
mineral properties.  The Company conducts operations  primarily from its offices
in  Vancouver,  British  Columbia,  Canada.  The Company has formed a subsidiary
corporation   in   Venezuela.   Although   this  entity  has  had  no  financial
transactions,  the Company used this  subsidiary to acquire a Venezuelan  mining
property.

In  November  1997,  the  Company  incorporated  Apologold  C.A.  (a  Venezuelan
company).  The Company owns 99 shares of the 100 shares issued by Apologold C.A.
The remaining share is owned by a citizen of Venezuela. See Note 6.

Apologold C.A. began  production in the State of Bolivar,  Venezuela in November
1999 using an open pit mining process.

The Company's year-end is June 30.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Apolo Gold, Inc. 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 generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Accounting Method
-----------------
The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

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 was the same, as there were no common stock equivalents outstanding.

Estimates
---------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.



<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Development Stage in Prior Years
--------------------------------
The Company was formed in March 1997, and was in the  development  stage through
June 30, 1999.  The year 2000 is the first year during which it is considered an
operating company.

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

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

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

The Venezuelan  government  does not require  foreign  entities to maintain cash
reserves in Venezuela.

Foreign Currency Translation
----------------------------
Assets and liabilities of the Company's  foreign  operations are translated into
U.S.  dollars at the  year-end  exchange  rates,  and revenue and  expenses  are
translated at the average exchange rates during the period. Exchange 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
---------------------
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.  At June 30, 2000,  the Company has
written off amounts expended for its Panama  operations  (Notes 4 and 6) and has
determined that there was no further impairment of long-lived assets.

Provision for Taxes
-------------------
At June  30,  2000,  the  Company  has a net  operating  loss  of  approximately
$1,000,000,  which may be offset  against future taxable income through 2019. No
provisions  for taxes or tax benefit from net operating loss  carryforwards  has
been  reported in the  financial  statements  as it is currently  unknown if the
carryforwards will expire unused.


<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments
----------------------
In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities." This standard  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
balance sheet and measures those  instruments  at fair value.  At June 30, 2000,
the  Company  has not  engaged  in any  transactions  that  would be  considered
derivative instruments or hedging activities.

Reclamation Costs
-----------------
Management  believes  reclamation  costs at its mining  site in State of Bolvar,
Venezuela will be minimal.  The reclamation  process is expected to be completed
by the Apologold C.A. work crew.  Venezuela requires that a bond be posted prior
to depletion of the mineral reserves. The Company will begin to accrue $12,000 a
year for reclamation costs after one year of full production.  At June 30, 2000,
this bond has not been posted.

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

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

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

Revenue Recognition
-------------------
Sales are recorded  when minerals are  delivered to the  purchaser.  The Company
sells  its  products  immediately  upon  extraction  and does not  maintain  any
inventory.

Reclassifications
-----------------
Certain  amounts from prior periods have been  reclassified  to conform with the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented.


<PAGE>



NOTE 3 - MINERAL PROPERTIES

Venezuela
---------
In May 1999,  the Company  entered  into an  agreement  through its  subsidiary,
Aplogold  C.A., to acquire a mine in  Venezuela.  See Note 6. Under the terms of
the agreement, the Company acquired control over all rights for the exploitation
of diamonds and gold in a mining concession called Codsa 13, which is located in
the  jurisdiction  of Gran  Sabana  Autonomous  Municipality,  State of Bolivar,
Venezuela.

The mining property is being depleted using the units of production  method base
upon proven and probable reserves. The depletion expense for the year ended June
30, 2000 is $10,500.

Panama
------
In October  1997,  the  Company  entered  into an  agreement  to  purchase a 99%
interest in Golden Cycle of Panama, Inc. (a Panamanian company).  Under terms of
the agreement, the Company assumes all profits and expenses for operating Golden
Cycle's  mine  located  at the  Conception  River  Basin,  Calovebora  Township,
District  of Santa Fe,  Province  of  Veraguas,  Republic  of  Panama.  Although
expenditures  have  been  made  on the  property  and  core  samples  have  been
promising,  operations  have been  abandoned due to nondelivery of the shares of
Golden's  stock.  The  Company is  attempting  to restore the  agreement  to its
original  terms (Note 6) and all  amounts  expended  for the  venture  have been
charged to operations as incurred.

Foreign Operations
------------------
The  accompanying  balance sheet includes  $3,288,464  relating to the Company's
assets in Venezuela. Although this country is considered economically stable, it
is always possible that unanticipated  events in foreign countries could disrupt
the Company's operations.

Segment Information
-------------------
The Company adopted SFAS No. 131,  "Disclosures  about Segments of an Enterprise
and  Related  Information,"  in the year  ended  June  30,  2000.  SFAS No.  131
supersedes  SFAS  No.  14,  "Financial  Reporting  for  Segments  of a  Business
Enterprise,"  replacing the "industry  segment"  approach with the  "management"
approach.  The management approach designates the internal  organization that is
used by management for making operating  decisions and assessing  performance as
the source of the  Company's  reportable  segments.  SFAS No. 131 also  requires
disclosures  about products and services,  geographic areas and major customers.
The adoption of SFAS No. 131 did not affect the Company's  results of operations
or financial  position,  but did affect the disclosure of segment information as
illustrated in Note 9.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost.  Major  additions and  improvements
are  capitalized.  Minor  replacements,  maintenance  and  repairs  that  do not
increase the useful  lives of the assets are expensed as incurred.  Depreciation
of property and equipment is being  calculated  using the  straight-line  method
over the expected useful lives of the assets.  Depreciation expense for the year
ended June 30, 2000 was $61,660.

<PAGE>
NOTE 5 - MINERAL PROPERTY CONTRACT PAYABLE

The contracted purchase price for the Company's  Venezuelan mine was $3,500,000,
which  consisted of a cash deposit paid of $100,000 and a  non-interest  bearing
loan in the amount of  $3,400,000.  The loan,  collateralized  by the mine,  was
recorded at its present  value to reflect an effective  interest  rate of 5.92%.
The loan calls for initial  minimum  payments of $5,000 per month  commencing in
June 2000. The loan matures in 2002. See Note 8.

NOTE 6 - COMMON STOCK

During  1998,   services  were  performed  by  directors  in  payment  of  stock
subscriptions  receivable.  These  services were valued at $54,000.  The Company
also issued 1,000,000 shares of common stock for stock subscriptions receivable,
valued at $0.25 per share,  which is the fair market  value of the shares on the
date of issuance. This amount was fully paid in September 1999.

During 1999,  the Company  issued 100,000 shares of common stock in exchange for
services.  The shares were  valued at $0.01 per share,  which is the fair market
value of the shares on the date of issuance.

As part of a purchase  agreement,  the Company  issued  50,000  shares of common
stock to Mohammed  Youssef  Merhi,  and  3,500,000  shares of common  stock as a
finder's  fee to AML Diamond and Gold Exp.,  Inc.  The stock was issued at $0.01
per share. (Note 6.)

The Company issued 120,252 shares of common stock for mining equipment valued at
$42,188 and 492,000  shares of common  stock for $100,000 in debt and $16,100 in
services.  A total of 469,078  shares of common  stock was issued for an average
cash price of $0.24 per share.

NOTE 7 - RELATED PARTIES

As of June 30, 2000 and 1999,  the Company has  received  $154,659  and $239,859
respectively,   in  cash  advances  from   shareholders.   These   advances  are
noninterest-bearing,  uncollateralized and are expected to be repaid in the year
ended June 30, 2001.

The Company leases office facilities in Vancouver,  British Columbia.  The lease
is classified as a  month-to-month  tenancy and provides for monthly payments of
$2,228. During the year ended June 30, 2000, lease payments totaled $26,730.




<PAGE>



NOTE 8 - COMMITMENTS AND CONTINGENCIES

Apologold C.A. (a Venezuelan Company)
-------------------------------------
In May 1999, the Company  through  Apologold  C.A.  entered into an agreement to
acquire a mine in Venezuela. The terms of the acquisition are as follows.


1.   Contract  purchase  price of  $3,500,000.  The  Company  paid a deposit  of
     $100,000 to obtain the property and obligated  itself to pay  $3,400,000 of
     non-interest bearing debt. (See Note 5.)

2.   As part of the  transaction,  the Company issued 50,000 shares of its stock
     to the seller for $0.01 per share.

3.   The seller  retains a 10% royalty  payment from  production  as payment for
     rent and  operational  and technical  assistance and receives a 10% royalty
     payment  from  production  to be applied  against the purchase  price.  The
     minimum monthly  payments are $5,000 for rent and operational and technical
     assistance  and $5,000 toward the purchase  price.  This is in effect until
     the purchase price is paid in full.

4.   The  seller  retains  a net  production  royalty  of 2.5%  after  ownership
     transfers. (Note 5.)

Equipment Purchase Contract
---------------------------
During the year ended June 30,  2000,  the Company  entered into an agreement to
purchase  equipment located in Venezuela for $100,000 cash plus 50,000 shares of
its common stock  valued at $0.01 per share.  The terms of payment in regards to
the $100,000 are as follows:

Payments of $25,000 were due in November and December 1999 and in March and June
2000.  During the year ended June 30, 2000,  $57,500 was paid in cash and stock.
At June 30, 2000, $42,500 is in arrears and is expected to be paid in the second
half of 2000.

Golden Cycle of Panama, Inc. (a Panamanian Company)
---------------------------------------------------
In October  1997,  the  Company  entered  into an  agreement  to  purchase a 99%
interest in Golden Cycle of Panama, Inc. (a Panamanian  Company).  The agreement
called for a 6% royalty  from gold  production  or minimum  payments  of $15,000
until May 1998, at which time the minimum  payment  increased to $20,000 until a
total of  $5,000,000  had been paid.  In  addition,  the  Company  was to make a
payment of approximately  $97,000 for payment of Golden's outstanding debts. The
Company made payments as agreed,  however,  the shares of common stock of Golden
were never  delivered.  Further  development of the mineral  properties has been
suspended  pending  restoration  of this  agreement  to its  original  standing.
Management does not expect to receive Golden's stock and has charged $629,117 to
operations as incurred for the year ended June 30, 1999. See Note 3.


<PAGE>

NOTE 8 - COMMITMENTS AND CONTINGENCIES -  (continued)

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

NOTE 9 - SUBSEQUENT EVENTS

The  Company is  continuing  efforts to restore a purchase  agreement  for a 99%
interest in Golden Cycle of Panama,  Inc. to its original  standing.  Management
does not expect to receive Golden's common stock as originally agreed. (Note 6.)

On July 20, 2000, the Company's board of directors approved the Apolo Gold, Inc.
2000 stock option plan.  Under this plan,  5,000,000 shares of common stock have
been set  aside to be issued  to  officers,  directors  and key  employees.  The
exercise price of the options will be determined at the date of grant.

NOTE 10 - REPORTING SEGMENTS

As described in Note 2, the Company adopted SFAS No. 131 for 2000. The Company's
operations are  classified  into two principal  reporting  segments that provide
different products or services.  Separate management of each section is required
because each business unit is subject to different  marketing,  production,  and
technology strategies.

The table below presents information about the Company's reportable segments:
<TABLE>
<CAPTION>

                                                    For Year Ending June 30, 2000
                                                  -------------------------------
                                      ApoloGold, Inc.    Apologold C.A    Eliminations      Consolidated
                                      ------------------------------------------------------------------
<S>                                    <C>               <C>              <C>               <C>
External revenue                       $       -         $  91,841        $        -        $   91,841
Intersegment revenue                           -                 -                 -                 -
                                       ---------         ---------        ----------        ----------
 Total net revenue                     $       -         $  91,841        $        -        $  (91,841)
                                       =========         =========        ==========        ==========
Operating Income (loss)                $(107,501)        $(152,298)       $        -        $ (259,799)
                                       =========         =========        ==========        ==========
(Options) Corporate expenses                                                                     -
                                                                                            ----------
Income (loss) before income taxes                                                           $ (259,799)
                                                                                            ==========
Depreciation and depletion             $   3,427        $   68,733        $        -        $   72,160
                                       =========        ==========        ==========        ==========
Interest expense                       $       -        $  193,979        $        -        $  193,979
                                       =========        ==========        ==========        ==========
Identifiable assets                    $       -        $3,299,829        $        -        $3,299,829
                                       =========        ==========        ==========
General corporate assets                                                                    $        -
                                                                                            ----------
 Total assets                                                                               $3,299,829
                                                                                            ==========
</TABLE>

<PAGE>

NOTE 10 - REPORTING SEGMENTS  (continued)

Apolo Gold, Inc., the first reportable segment, is a holding for Apologold C.A.,
the operating  company.  The second reportable segment derives its revenues from
the sale of minerals mined in Venezuela.

The accounting  policies for the two  reportable  segments are the same as those
described  in the  summary  of  significant  accounting  policies.  The  Company
allocates resources to and evaluates performance of its operating segments based
on operating income.

NOTE 11 - GOING CONCERN

As  shown  in the  financial  statements,  the  Company  incurred  a net loss of
$453,778  for the year ended  June 30,  2000 and has an  accumulated  deficit of
$1,193,859 since inception.

The Company is actively seeking additional capital and management  believes that
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.

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.  Management plans to attract  additional  investment
capital and believes that significant and imminent private placements as well as
income from operations will generate  sufficient cash for the Company to operate
for the next few years.

NOTE 12 - YEAR 2000 ISSUES

The Company has  modified  its  business  technologies  to be ready for the Year
2000.  Critical data processing  systems have been reviewed and the Company does
not expect a  significant  effect on internal  operations.  However,  like other
companies,  Apolo Gold, Inc. could be adversely affected if the computer systems
its  suppliers  or  customers   use  do  not  properly   process  and  calculate
date-related  information  and data for the  period  surrounding  and  including
January 1, 2000. This is commonly known as the "Year 2000" issue.  Additionally,
this issue could  impact  non-computer  systems and devices  such as  production
equipment,  elevators,  etc.  The  costs  related  to Year 2000  compliance  are
expensed as incurred.  As of June 30, 2000, the Company had not  experienced any
significant problems arising from Year 2000 issues.


<PAGE>
PART III

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

     (a) Directors and Executive Officers

<TABLE>
<CAPTION>

NAME                AGE   POSITION                                            1ST YEAR WITH COMPANY

<S>                 <C>                                                       <C>
Martial Levasseur   66    President, Director                                 1997
Robert E. Lee       65    Director, Vice-President, Treasurer                 2000
Robert G. Dinning   61    Director, Chief Financial Officer, Secretary        2000
</TABLE>


Business Experience

Martial Levasseur.

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

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

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

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


Robert E. Lee.

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

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

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


Robert G. Dinning C.A.

     Mr. Dinning is a Chartered  Accountant,  and member in good standing of the
Alberta  and  Canadian  Institute  of  Chartered  Accountants.  Mr.  Dinning has
operated his own Business and Management  Consulting business since 1977, in the
forestry, mining, and software/high tech industries. Mr. Dinning has been active
as a Director and Officer in various  public  companies  over the past 25 years.
Prior to commencing his consulting  business,  Mr. Dinning was CFO and Secretary
of Western  Communications  Ltd., a large publicly  traded  broadcast and sports
Entertainment Company.

<PAGE>
     (b) Significant Employees: None

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

     The Company's three executive officers and directors have each timely filed
Form 5 for the fiscal year ended June 30, 2000.

Item 10. Executive Compensation

     a)   Summary  Compensation  Table:  The  Company  has  omitted  the Summary
          Compensation  Table as it has not paid any  non-cash  compensation  or
          bonuses  and  nor  has  any  such  compensation  been  accrued.   Cash
          Compensation  during the year  fiscal  year  ended  June 30,  2000 for
          officers and directors was as follows:

                  M. Levasseur                       $  3,000
                  R. E. Lee                          $ 14,500
                  R.G. Dinning                             -


     b)   Option/SAR Grants in Last Fiscal Year (Individual Grants): The Company
          had not made any option  grants  during the fiscal year ended June 30,
          2000.  The Company has a Stock Option Plan,  entitled the "Apolo Gold,
          Inc.  2000 Stock  Option  Plan" (the  "Plan") that was adopted in July
          2000.  Its purpose is to advance the business and  development  of the
          Company and its shareholders by affording to the employees,  officers,
          directors and  independent  contractors  or consultants of the Company
          the  opportunity  to acquire a proprietary  interest in the Company by
          the grant of Options to such persons under the Plan's terms. Article 3
          of the Plan provides that the Board shall  exercise its  discretion in
          awarding Options under the Plan, not to exceed 5,000,000  shares.  The
          per share Option  price for the stock  subject to each Option shall be
          as the Board may  determine.  All Options  must be granted  within ten
          years  from  the  effective  date of the  Plan.  There  is no  express
          termination  date for the  Options,  although  the  Board  may vote to
          terminate  the Plan.  Under the Plan,  there  following  Options  were
          granted in July 2000 to the executive officers and directors:
<TABLE>
<CAPTION>

Name                    # of Shares Underlying Option     Exercise Price    Expiration Date
-------------------------------------------------------------------------------------------
<S>                     <C>                                <C>                   <C>
Robert Edward Lee       1,000,000                          $0.14            July 1, 2005
Robert Dinning          1,000,000                          $0.14            July 1, 2005
Martial H. Levasseur    1,000,000                          $0.14            July 1, 2005
</TABLE>


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

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

     (e)  Compensation of Directors

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

          2.   Other Arrangements: There are no other arrangements.

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

<PAGE>
     The Company's  officer and directors do not have employment  agreements and
do not presently draw a salary.  The Company expects that as and when additional
funding or revenue is obtained,  a salary and other  compensation  such as stock
options will be adopted.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a)  Security  Ownership of Certain  Beneficial Owners holding five percent
          or greater of the 17,714,580  shares of common stock outstanding as of
          September 28, 2000 plus the 3,000,000  shares  underlying  outstanding
          options granted to the executive officers and directors.
<TABLE>
<CAPTION>

Title of Class        Name and Address                    Amount and Nature        % of
                      of Beneficial Owner                 of Beneficial Owner      Class
----------------------------------------------------------------------------------------


<S>                                                          <C>                   <C>
Common                AML Diamond & Gold                     3,500,000             16.9%
                      Exploration, Inc.
                      Apartado 6-5172, El Dorado Panama
                      Republica De Panama
</TABLE>

     (b)  Security Ownership of Management
<TABLE>
<CAPTION>

                      Name and Address(1)           Position        Amount and Nature        % of
Title of Class        of Beneficial Owner                           of Beneficial Owner      Class
---------------------------------------------------------------------------------------------------

<S>                                                                 <C>        <C>           <C>
Common                Robert Elliot Lee             Director        5,150,000  (2)           24.9%


                      Martial Levasseur             Director        5,150,000  (3)           24.9%

                      Robert G. Dinning             Director, CFO   1,050,000  (4)            5.1%
--------------------------------------------------------------------------------------------------
                      All officers and Directors
                      as a Group (3 persons)                       11,350,000                54.9%
</TABLE>

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

     (2)  Includes 1,000,000  underlying an exercisable  option;  950,000 shares
          held by Robert Edward Lee, Mr. Lee's son;  350,000 held by Katrina Lee
          the daughter of Mr. Lee; and 350,000 held by Shari Lee the daughter of
          Mr. Lee.  Robert  Elliot Lee  disclaims  beneficial  ownership  in the
          shares held by his adult children.

     (3)  Includes 1,000,000 underlying an exercisable option;  950,000 held by:
          Peter Levasseur, the son of Martial Levasseur;; 350,000 shares held by
          John Levasseur,  the son of Martial Levasseur; and 350,000 shares held
          by  Anna  Levasseur,  the  daughter  of  Martial  Levasseur.   Martial
          Levasseur  disclaims  beneficial  ownership  in the shares held by his
          adult children.

     (4)  Includes 1,000,000  underlying an exercisable option and 50,000 shares
          held by Castle Creek Corp.,  for which Mr.  Dinning is the  beneficial
          owner.

<PAGE>
Item 12. Certain Relationships and Related Transactions:  None

Item 13. Exhibits and Reports on Form 8-K

A.   Exhibits

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

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

     (27) Financial Data Schedule

B.   Reports on Form 8-K: None





<PAGE>



                                   SIGNATURES

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

Date: September 28,2000

 /s/ Robert E. Lee
-----------------------------
Robert E. Lee, Vice President


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

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

/s/ Martial Levasseur
------------------------
Martial Levasseur       President, Director          September 28, 2000

/s/ Robert E. Lee
------------------------
Robert E. Lee           Vice President, Treasury,    September 28, 2000
                        Principal Operating Officer


/s/ Robert G. Dinning
------------------------
Robert G. Dinning       Chief Financial Officer,
                        Secretary, Director          September 28, 2000




<PAGE>