SB-2

As filed with the Securities and Exchange Commission on October 18, 2005

Registration Statement No. 333-_________

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

APOLO GOLD & ENERGY INC.
(Name of small business issuer in its charter)

Nevada	1000	98-02049656
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial  Classification Code Number)	(I.R.S. Employer Identification No.)

Suite 1209, 409 Granville Street Vancouver, British Columbia V6C 1T2       (604) 687-4150	Nevada Corporate Headquarters, Inc.   101 Convention Center Drive 7th Floor Las Vegas, Nevada 89109        (702) 873-9027
(Address and telephone number of principal executive offices and address of principal place of business)	(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public:     As soon as practicable following the date on which the Registration Statement becomes effective.

        If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [   ]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)		Proposed maximum aggregate offering price			Amount of registration fee
Selling Securities Holder Common Stock	105,259,779	$	.07	$	7,368,184	.53	$	867	.24

(1) Estimated price in accordance with Rule 457(c)and based upon the last reported sale on the OTC Bulletin Board Market on October 17, 2005.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS
Apolo Gold & Energy Inc.
Offering up to 105,259,779 common shares

This prospectus relates to the resale of up to 100,000,000 shares of our common stock by Dutchess Private Equities Fund, II, LP, (“Dutchess”) of 50 Commonwealth Ave, Ste #2, Boston, MA 02116 pursuant to an Investment Agreement, and the resale of up to 5,259,779 shares by other selling securities holders. We expect to receive cash proceeds from any “puts” pursuant to the Investment Agreement we have entered into with Dutchess. We will not receive any sale proceeds from the selling securities holders. All costs associated with this registration will be borne by us.

Dutchess is an “underwriter” within the meaning of the Securities Act of 1933, as amended, in connection with the resale of our common stock under the Investment Agreement.

The shares of common stock are being offered for sale by Dutchess and the other selling securities holders at prices established on the Over-the-Counter Bulletin Board or in negotiated transactions during the term of this offering. Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol APLL. On October 17, 2005, the last reported closing sale price of our common stock was $0.07 per share.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD PURCHASE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
SEE “RISK FACTORS” BEGINNING ON PAGE 5.

You should rely only on the information provided in this prospectus or any supplement to this prospectus and information incorporated by reference. We have not authorized anyone else to provide you with different information. Neither the delivery of this prospectus nor any distribution of the shares of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. It is a criminal offense to make any representation to the contrary.

Subject to Completion, the date of this prospectus is October __, 2005.

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TABLE OF CONTENTS

PROSPECTUS SUMMARY	3
RISK FACTORS	5
USE OF PROCEEDS	8
DETERMINATION OF OFFERING PRICE	8
DILUTION	9
SELLING SECURITY HOLDERS	11
PLAN OF DISTRIBUTION	12
LEGAL PROCEEDINGS	13
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	14
MANAGEMENT	17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
DESCRIPTION OF SECURITIES	21
INTEREST OF NAMED EXPERTS AND COUNSEL	21
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21
INDEMNIFICATION OF DIRECTORS AND OFFICERS	22
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	22
DESCRIPTION OF BUSINESS	23
DESCRIPTION OF PROPERTY	25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	27
EXECUTIVE COMPENSATION	27
FINANCIAL STATEMENTS	F-	1

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PROSPECTUS SUMMARY

The following information is a summary of the prospectus and it does not contain all of the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the financial statements and the notes relating to the financial statements.

OUR COMPANY

Apolo Gold Inc, was incorporated in March 1997 under the laws of the State of Nevada for the specific purpose of finding, financing, exploring, developing, and operating precious metals concessions. In May 2005, we changed our name to Apolo Gold & Energy Inc. Initially we focused our exploration opportunities in Latin and South America. In 2002 we entered into agreements for mining rights in Indonesia. On September 21, 2005, the Company executed an Exploration and Option to Joint Venture Agreement with Atna Resources Ltd of Vancouver BC Canada regarding the Beowawe Project in Nevada. Under the terms of the Agreement, Apolo is obligated to spend a minimum of $250,000 over the next year and if it chooses to proceed with the Joint Venture option, it may invest approximately $2,200,000 over a four year period to earn a 55% interest. Apolo can increase its interest to 70% by completing a bankable feasibility study.

Selected Financial Data as of fiscal year ended June 30, 2005

Income from Operations	$	0
Total assets	$	100,107
Total Liabilities	$	268,055
Capital stock	$	4,803,790
Accumulated Deficit		($4,971,738	)
Dividends declared		0

HOW TO CONTACT US

Our executive offices are located at #1209 — 409 Granville St., Vancouver, British Columbia V6C 1T2. Our phone number is 604 687 4150. Our website address is www.apologold.com. Information contained on our website does not constitute part of this prospectus and our website address should not be used as a hyperlink to our website.

SALES BY OUR SELLING SECURITIES HOLDERS

This prospectus relates to the resale of up to 100,000,000 shares of our common stock by Dutchess pursuant to an Investment Agreement, and resale of 5,259,779 shares by other selling securities holders.

For the purpose of determining the number of shares subject to registration with the Securities and Exchange Commission for Dutchess, we have assumed that we will issue not more than 100,000,000 shares pursuant to the exercise of our put right under the Investment Agreement, although the number of shares that we will actually issue pursuant to that put right may be more than or less than 100,000,000, depending on the trading price of our common stock. We currently have no intent to exercise the put right in a manner that would result in our issuance of more than 100,000,000 shares, but if we were to exercise the put right in that manner, we would be required to file a subsequent registration statement with the Securities and Exchange Commission and for that registration statement to be deemed effective prior to the issuance of any such additional shares.

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THE OFFERING

Common stock offered     105,259,779 shares by selling securities holders

Use of proceeds     We will not receive any proceeds from or by the selling securities holders. We expect to receive cash proceeds from any “puts” pursuant to the Investment Agreement we have entered into with Dutchess. The proceeds from our exercise of the put right pursuant to the Investment Agreement will be used for working capital and general corporate expenses, expansion of internal operations, and potential acquisition costs. See “Use of Proceeds.”

Symbol for our common stock     Our common stock trades on the OTCBB Market under the symbol "APLL"

The Investment Agreement

This prospectus relates to the resale of up to 100,000,000 shares of our common stock by Dutchess, who will become a stockholder pursuant to our Investment Agreement. Under the Investment Agreement, we are allowed to “put” to Dutchess up to $10,000,000. We shall not be entitled to submit a put notice until after the previous put has been completed. The purchase price for the common stock identified in the put notice shall be equal to 95% of the lowest closing best bid price of the common stock during the five consecutive trading day period immediately following the date of our notice to them of our election to put shares.

We can only put shares to Dutchess under the Investment Agreement when we meet the following conditions:

— A registration statement has been declared effective and remains effective for the resale of the common stock subject to the Equity Line of Credit;

— Our common stock has not been suspended from trading for a period of five consecutive trading days and we have not have been notified of any pending or threatened proceeding or other action to delist or suspend our common stock;

— We have complied with our obligations under the Investment Agreement and the Registration Rights Agreement;

— No injunction has been issued and remains in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of our common stock; or

— The issuance of the common stock will not violate any shareholder approval requirements of any exchange or market where our securities are traded.

— The Investment Agreement will terminate when any of the following events occur:

— Dutchess has purchased an aggregate of $10,000,000 of our common stock; or

— 36 months after the SEC declares this registration statement effective.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors, other information included in this prospectus and information in our periodic reports filed with the SEC. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected, and you may lose some or all of your investment.

RISKS RELATED TO OUR BUSINESS

1.     WE HAVE A HISTORY OF LOSSES SINCE INCEPTION AND IF WE CONTINUE TO INCUR LOSSES, THE PRICE OF OUR SHARES CAN BE EXPECTED TO FALL.

We expect to continue to incur losses in the foreseeable future as we expend substantial resources. In the current year losses amounted to $1,018,390. We have incurred cumulative losses of $4,976,309. If we continue to incur losses, the price of our shares can be expected to fall. We may continue to incur substantial and continuing net losses beyond the next six months. We may never generate substantial revenues or reach profitability.

2.     OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT OBTAIN ADDITIONAL FINANCING, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY CEASE TO EXIST.

Our auditors, Williams and Webster, PC, included an explanatory paragraph n their Report of Independent Registered Public Accounting Firm on our June 30, 2005 consolidated financial statements indicating that there is substantial doubt about our ability to continue as a going concern. We will require additional funds in the future, and any independent auditors report on our future financial statements may include a similar explanatory paragraph if we are unable to raise sufficient funds or generate sufficient cash from operations to cover the cost of our operations. The existence of the explanatory paragraph may adversely affect our relationship with prospective customers, suppliers and potential investors, and therefore could have a material adverse effect on our business, financial condition and results of operations.

3.     OUR CONTINUED EXISTENCE IS DEPENDENT UPON OUR ABILITY TO RAISE ADDITIONAL CAPITAL, WHICH MAY NOT BE READILY AVAILABLE.

There is currently limited experience upon which to assume that our business will prove financially profitable or generate more than nominal revenues. From inception, we have generated funds primarily through the sale of securities. We may not be able to continue to sell additional securities. We expect to raise funds in the future through sales of our debt or equity securities until a time, if ever, that we are able to operate profitably. We may not be able to obtain funds in this manner or on terms that are beneficial to us. Our inability to obtain needed funding can be expected to have a material adverse effect on our operations and our ability to achieve profitability. If we fail to generate increased revenues or fail to sell additional securities you may lose all or a substantial portion of your investment.

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4.     THE LIMITED PUBLIC MARKET FOR OUR SHARES MAY MAKE IT DIFFICULT TO TRANSFER OUR SHARES.

Although our stock is traded on the over-the-counter bulletin board, there is limited trading in our stock and thus no established market for our securities. Holders of our stock may find it difficult to trade their shares until a time that there is a more established market for our securities.

5.     WE DO NOT ANTICIPATE DECLARING ANY DIVIDENDS IN THE FORESEEABLE FUTURE AND MAY NEVER DO SO.

We anticipate that, following the completion of this offering and for the foreseeable future, earnings, if any, will be retained for the development of our business and will not be distributed to shareholders as cash dividends. The declaration and payment of cash dividends, if any, by us at some future time will depend upon our results of operations, financial condition, cash requirements, future prospects, limitations imposed by credit agreements or senior securities and any other factors deemed relevant by our Board of Directors.

RISKS RELATED TO THIS OFFERING

6.     OUR STOCK PRICE IS VOLATILE AND YOU MAY NOT BE ABLE TO SELL YOUR SHARES FOR HIGHER THAN WHAT YOU PAID.

Our common stock is quoted on the “OTC — Bulletin Board Service” under the symbol “APLL”. The market price of our common stock has been and is likely to continue to be highly volatile and subject to wide fluctuations due to various factors, many of which may be beyond our control, including: annual variations in operating results; and changes in financial estimates and recommendations by securities analysts. In addition, there have been large price and volume fluctuations in the stock market, which have affected the market prices of securities of many companies, often unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may adversely affect the market price of our common stock. In the past, volatility in the market price of a company’s securities has often led to securities class action litigation. This litigation could result in substantial costs and diversion of our attention and resources, which could have a material adverse effect on our business, financial condition and operating results.

7.     EXISTING STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION FROM THE SALE OF SECURITIES PURSUANT TO OUR INVESTMENT AGREEMENT WITH DUTCHESS.

The sale of shares pursuant to our Investment Agreement with Dutchess may have a dilutive impact on our stockholders. As a result, our net income per share could decrease in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put option, the more shares we will have to issue to Dutchess to draw down on the full equity line with Dutchess. If our stock price decreases, then our existing stockholders would experience greater dilution. At a stock price of $0.12 or less, we would have to issue all 100,000,000 shares registered under this offering in order to draw down on the full equity line.

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8.     DUTCHESS WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE OF OUR COMMON STOCK WHICH COULD CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

Our common stock to be issued under our agreement with Dutchess will be purchased at a 5% discount to the lowest closing best bid price during the five days immediately following our notice to Dutchess of our election to exercise our put right. Dutchess has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit between the discounted price and the market price. If Dutchess sells our shares, the price of our stock could decrease. If our stock price decreases, Dutchess may have a further incentive to sell the shares of our common stock that it holds. The discounted sales under our agreement with Dutchess could cause the price of our common stock to decline.

9.     WE WILL NEED TO RAISE ADDITIONAL FUNDING AND IF WE ISSUE SUBSTANTIAL AMOUNTS OF COMMON STOCK, CURRENT STOCKHOLDERS MAY EXPERIENCE DILUTION AND OUR STOCK PRICE MAY DECREASE.

We will need to raise additional funding to implement our business plan. As a result, we may issue substantial amounts of common or preferred stock. Sales of substantial amounts of common stock could have a material dilutive effect on shareholders. Additionally, it may be necessary to offer warrants or other securities to raise additional capital. All of these issuances will dilute the holdings of existing shareholders thereby reducing the holder’s percentage ownership and possibly lowering the price of our common stock.

10.     WE MUST COMPLY WITH PENNY STOCK REGULATIONS THAT COULD EFFECT THE LIQUIDITY AND PRICE OF OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in these securities is provided by the exchange or system. Prior to a transaction in a penny stock, a broker-dealer is required to:

- deliver a standardized risk disclosure document prepared by the SEC;

- provide the customer with current bid and offer quotations for the penny stock;

- explain the compensation of the broker-dealer and its salesperson in the transaction;

- provide monthly account statements showing the market value of each penny stock held in the customer's account;

- make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's executed acknowledgement of the same; and

- provide a written agreement to the transaction.

These requirements may have the effect of reducing the level of trading activity in the secondary market for our stock. Because our shares are subject to the penny stock rules, you may find it more difficult to sell your shares.

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USE OF PROCEEDS

The following table sets forth management’s estimate of the allocation of net proceeds expected to be received from this offering. Actual expenditures may vary from these estimates. Pending such uses, we will invest the net proceeds in investment-grade, short-term, interest bearing securities. Based upon our closing price of $0.06 per share on August 25, 2005, the put price to Dutchess would be $0.057 per share. Depending upon the market price at the time of a put, the proceeds to us may substantially vary.

	100% of the Offering or 100,000,000 shares sold		50% of the Offering or 50,000,000 shares sold		25% of the Offering or 25,000,000 shares sold		10% of the Offering or 10,000,000 shares sold
Total Proceeds	$	6,650,000	$	3,325,000	$	1,662,500	$	665,000
Less Offering expenses	$	25,000	$	25,000	$	25,000	$	25,000
Net Proceeds	$	6,625,000	$	3,300,000	$	1,637,500	$	640,000
Use of Net Proceeds
Exploration and drilling -
Sumatra, Indonesia	$	500,000	$	500,000	$	300,000	$	200,000
Drilling program and
related costs, Beowawe, Nevada	$	1,000,000	$	1,000,000	$	1,000,000	$	300,000
Acquisition of other
natural resources properties or
production rights	$	4,875,000	$	2,475,000	$	0	$	0
Working Capital:	$	250,000	$	250,000	$	337,500	$	130,000
Total Net Proceeds	$	6,625,000	$	3,300,000	$	1,662,500	$	640,000

Proceeds of the offering which are not immediately required for the purposes described above will be invested in United States government securities, short-term certificates of deposit, money market funds and other high-grade, short-term interest-bearing investments.

DETERMINATION OF OFFERING PRICE

The selling securities holders may sell shares in any manner at the current market price or through negotiated transactions with any person at any price.

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DILUTION

Our net tangible book value as of June 30, 2005 was ($167,948), or ($0.003) per share of common stock. Net tangible book value per share is determined by dividing our tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of our common stock (58,631,552 shares outstanding as of October 17, 2005). Since this offering is being made solely by the selling securities holders and none of the proceeds will be paid to us, our net tangible book value will be unaffected by this offering. Our net tangible book value, however, will be impacted by the common stock to be issued to Dutchess under the Investment Agreement. The amount of dilution resulting from share issuances to Dutchess will be determined by our stock price at or near the time of the put of shares to Dutchess by us.

The following example shows the dilution to new investors assuming the issuance of 100%, 50%, 25% and 10% of the 100,000,000 shares of common stock to Dutchess at an assumed offering price of $0.0665 per share which is based on the closing price of our common stock on October 17, 2005 of $0.07 adjusted for the 5% discount at which we will issue shares under our agreement with Dutchess. The discount is defined as 95% of the lowest closing bid price of our common stock during the five consecutive trading day period immediately following our notice to Dutchess of our election to exercise our put rights.

Using the above assumptions, less $25,000 of offering expenses and 5% cash commission, our pro forma net tangible book value as of June 30, 2005 would have been as follows:

Pro Forma Effects of Dilution from Dutchess Offering:

Assumed percentage of shares issued		100	%		50	%		25	%		10	%
Number of shares issued (in millions)		100			50			25			10
Assumed public offering price per share	$	0	.0665	$	0	.0665	$	0	.0665	$	0	.0665
Stock discount recognized as interest expense	$	350,000		$	175,000		$	87,500		$	35,000
Net tangible book value per share before this offering	$	(0	.003)	$	(0	.003)	$	(0	.003)	$	(0	.003)
Net tangible book value after this offering	$	6,442,948		$	3,317,948		$	1,717,948		$	772,948
Net tangible book value per share after this
offering	$	0	.04	$	0	.03	$	0	.02	$	0	.01
Dilution of net tangible book value per share
to new investors	$	0	.027	$	0	.037	$	0	.047	$	0	.055
Increase in net tangible book value per share
to existing shareholders	$	0	.043	$	0	.033	$	0	.023	$	0	.007

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You should be aware that there is an inverse relationship between our stock price and the number of shares to be issued under the Investment Agreement to Dutchess. That is, as our stock price declines, we would be required to issue a greater number of shares under the Investment Agreement for a given advance. This inverse relationship is demonstrated by the table below, which shows the number of shares to be issued under the Investment Agreement at a price of $0.0665 per share, and 25%, 50% and 75% discounts to those prices.

% discount		0	%		25	%		50	%		75	%
Offering price(1)	$	0.0665		$	0.05		$	0.033		$	0.017
No of shares(2)		15,037,594			20,000,000			33,333,333			58,823,529
Percentage of Outstanding(3)		20	%		25	%		36	%		50	%

(1)     Represents sales price under Investment Agreement beginning at $0.0665 per share which is based on the closing price of our common stock on October 17, 2005 of $0.07 adjusted for the 5% discount at which we will issue shares under our agreement with Dutchess.

(2)     Represents the number of shares of common stock to be issued at the prices set forth in the table to generate $1 million in gross proceeds under the Investment Agreement.

(3)     Represents the shares of common stock to be issued as a percentage of the total number shares of common stock outstanding of 58,631,552 and assumes no exercise or conversion of any options, warrants or other convertible securities.

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SELLING SECURITIES HOLDERS

Based upon information available to us as of October 17, 2005, the following table sets forth the name of the selling securities holders, the number of shares owned, the number of shares registered by this prospectus and the number and percent of outstanding shares that the selling securities holders will own after the sale of the registered shares, assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling securities holders. The selling securities holders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which they provided the information regarding the shares beneficially owned, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act of 1933. As used in this prospectus, “selling securities holders” includes donees, pledgees, transferees or other successors-in-interest selling shares received from the named selling securities holders as a gift, pledge, distribution or other non-sale related transfer.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange Act of 1934. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.

Name of Selling Securities Holders	Shares Owned		Shares Registered		% Before			% After (2)
Dutchess Private Equities Fund II, LP (3)		0		100,000,000		68	%		0	%
Van Silver Holdings Ltd (4)		4,881,209		3,259,779		8	.3%		2	.8%
Robert Dinning (5)		5,703,333		500,000		9	.7%		8	.9%
Robert Lee (5)		2,585,602		500,000		4	.4%		3	.6%
Maureen McKnight (6)		0		1,000,000		1	.8%		0	%

* Less than 1%

(1) Based on 58,631,552 shares outstanding as of October 17, 2005 and assumes an additional 100,000,000 shares issuable to Dutchess and 1,000,000 shares issuable to McKnight.

(2) The numbers assume that the selling securities holders have sold all of the shares offered hereby prior to completion of this offering.

(3) Michael Novielli and Douglas Leighton are the Managing Members of Dutchess Capital Management, LLC, which is the General Partner of Dutchess Private Equities Fund II, LP.

(4) The controlling shareholder of Van Silver Holdings Ltd is Martial Levasseur, an officer and director of issuer.

(5) Officer and director of issuer. Shares owned by Mr. Dinning include 700,000 options exercisable at $0.14 per share expiring July 1, 2007, 700,000 options exercisable at $0.09 per share expiring in July 2007, 1,000,000 options exercisable at $0.16 per share expiring in June 2009 and 2,000,000 options exercisable at $0.08 per share expiring in February 2010. The shares of Mr. Lee include 700,000 options expiring in July 2007.

(6) 1,000,000 common shares issuable upon completion and execution of Joint Venture Agreement with Atna Resources Ltd. Ms McKnight has no other position or relationship with Apolo.

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PLAN OF DISTRIBUTION

The selling securities holders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling securities holders may sell the shares from time to time:

— in transactions on the Over-the-Counter Bulletin Board or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale; or

— in private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;

— at prices related to prevailing market prices, or

— in negotiated transactions, or

— in a combination of these methods of sale; or

— any other method permitted by law.

The selling securities holders may be deemed underwriters. The selling securities holders may effect these transactions by offering and selling the shares directly to or through securities broker-dealers, and these broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling securities holders and/or the purchasers of the shares for whom these broker-dealers may act as agent or to whom the selling securities holders may sell as principal, or both, which compensation as to a particular broker-dealer might be in excess of customary commissions.

Dutchess Private Equities Fund, II, L.P. and any broker-dealers who act in connection with the sale of our shares will be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions or commissions received by them and profit on any resale of the shares as principal will be deemed to be underwriting discounts, concessions and commissions under the Securities Act.

On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling securities holders that it and any securities broker-dealers or others who may be deemed to be statutory underwriters will be governed by the prospectus delivery requirements under the Securities Act. Under applicable rules and regulations under the Securities Exchange Act, any person engaged in a distribution of any of the shares may not simultaneously engage in market activities with respect to the common stock for the applicable period under Regulation M prior to the commencement of this distribution. In addition and without limiting the foregoing, the selling security owner will be governed by the applicable provisions of the Securities and Exchange Act, and the rules and regulations hereunder, including without limitation Rules 10b-5 and Regulation M, which provisions may limit the timing of purchases and sales of any of the shares by the selling securities holders. All of the foregoing may affect the marketability of our securities.

On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling securities holders that the anti-manipulation rules under the Securities Exchange Act may apply to sales of shares in the market and to the activities of the selling security owner and any of their affiliates. We have informed the selling securities holders that it may not:

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— engage in any stabilization activity in connection with any of the shares;

— bid for or purchase any of the shares or any rights to acquire the shares,

— attempt to induce any person to purchase any of the shares or rights to acquire the shares other than as permitted under the Securities Exchange Act; or

— effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, to describe the terms of the sale or distribution.

We have informed the selling securities holders that it must affect all sales of shares in broker’s transactions, through broker-dealers acting as agents, in transactions directly with market makers, or in privately negotiated transactions where no broker or other third party, other than the purchaser, is involved.

The selling securities holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any broker-dealers, and any profits received on the resale of shares, may be deemed to be underwriting discounts and commissions under the Securities Act if the broker-dealers purchase shares as principal.

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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

Apolo Gold & Energy Inc. 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. We 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, we announced the acquisition of the mining rights to a property known as the Napal Gold Property, the “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, we 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 we recover all our operating costs, including all property payments.

During the fiscal year ending June 30, 2003, we 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.

In the summer of 2002 we 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, we 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.

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

On December 10, 2003, Apolo 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, we advised our partner, Pt Metro Astatama, that we were terminating the agreement, as is our 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, we 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, we 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 we advance our development of our NUP property in Sumatra, Indonesia and pursues other mining opportunities. We are also pursuing oil and gas opportunities and realizes a need to have the ability to access equity market opportunities.

On August 19, 2005, we signed a Letter of Intent with Atna Resources Ltd of Vancouver BC, Canada regarding the Beowawe Project in Nevada. On September 21, 2005, Apolo executed an Exploration and Option to Joint Venture Agreement with Atna Resources Ltd. Under the terms of the Agreement, Apolo Gold & Energy is obligated to spend a minimum of $250,000 over the next year and if it chooses to proceed with the Joint Venture Option may 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%.

The Beowawe Gold Property consists of 2,100 acres, and is located about 8 km southeast of the Mule Canyon Mine owned and operated by Newmont Mining. The Beowawe property encompasses one of the largest and hottest hot spring systems in the Great Basin. The property is located within the Northern Nevada Rift, a 750 km long bi-modal volcanic, shoshenite dominated failed rift. The Northern Nevada Rift is located between the Battle Mountain Eureka Gold Belt where Placer Dome and Kennecott have the Cortez Mine expected to be in production in 2006, approximately 40 km from Beowawe, and the Carlin Trend where there are several mining operations including Ken Snyder, Newmont’s Gold Quarry Mine and Goldstrike (Barrick Gold).

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We have had 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 Option be exercised, 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.

We intend to raise additional capital in order to ensure we have sufficient resources to execute our plans for exploration as outlined above. We are exploring loans, equity and joint ventures as possible alternatives. There is no assurance that said funds can be obtained for the program.

We currently do 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: We had no revenues in the past fiscal year as we 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, we 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, we 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.

We continue to carefully control its expenses, and intend to seek additional financing to ensure it has sufficient resources to undertake our production program and continue our exploration and development program on the two properties. There is no assurance that we will be successful in our attempts to raise additional capital.

We have no employees in our head office at the present time other than our Officers and Directors, and engage 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.

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Cash on hand at June 30, 2005 was $3,467 and we do not have sufficient funds to conduct our affairs. We intend to seek financing by way of loans, private placements or a combination of both in the coming months.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our development to date by way of sale of common stock and with loans from shareholders. We currently have 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 October 17, 2005, we had 58,631,552 shares of common stock outstanding and have raised total capital to date of approximately $4,750,000.

During the year ended June 30, 2005, we 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.

MANAGEMENT

The officers and directors of the Company are as follows:

Name	Age		Position	1st Year with Apolo
Martial Levasseur		71	Director, President and CEO	1997
Robert G. Dinning		66	Director, Chief Financial Officer, Secretary	2000
Robert E. Lee		70	Director	1997
Rodney Kincaid		50	Director	2005
Glenn Kelleway		44	Director	2005

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.

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Robert G. Dinning C.A.:   Mr. Dinning is a Chartered Accountant, and is the Chief Financial Officer and Secretary of the Company. He is a life time member of the Alberta Institute of Chartered Accountants. Mr. Dinning has been a Business and Management Consultant since 1977, focusing on 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, including matters regarding it’s of property known as Brandy Wine. The Company now called Auramex Resource Corp where Mr. Lee currently serves as a director.

Rodney L. Kincaid:    Mr. Kincaid, is a graduate of Tennessee Temple University and did graduate work at University of Missouri in Business Communication and Mankado State University, Mankado, Minnesota. Since 1989 he has been President and CEO of Balmoral Financial Companies and Viewpoint Technology Inc, of Columbus Ohio. He has considerable international experience in Central Europe, Asia and North Africa regarding joint venture agreements, Since 1984 Mr. Kincaid has negotiated several transactions in the Middle East including Kazakhstan, and in North African countries such as Egypt and Libya, and in Asian countries such as India. He has an office in Prague and associations with numerous agents throughout Europe, Asia and the Middle East.

Glen Kelleway:       From July 2002 to the present, Mr. Kelleway is a mortgage consultant with CBM, Canada’s Best Mortgage Corporation in Victoria, British Columbia. From September 2001 to May 2002, Mr. Kelleway was an Account Manager for Serebra Learning Corporation, an on-line educational business in Surrey British Columbia. From September 2000 to August 2001, he was performed marketing and promotion services for Simon Fraser University in Burnaby, British Columbia. From May 1999 to August 2000, Mr. Kelleway was a Recruiting Consultant in the technology area for Coape Staffing Agencies in Burnaby, British Columbia.

The Directors serve until their successors are elected by the shareholders. Vacancies on the Board of Directors may be filled by appointment of the majority of the continuing directors.

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 no in person meetings during the fiscal year ended June 30, 2004 and three telephonic conference call meetings. All corporate actions by the Board of Directors were either unanimously consented to in writing or taken pursuant to the telephonic conference call meetings.

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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 its website, www.Apologold.com.

Compliance with Section 16(a) of Securities Exchange Act of 1934
To our knowledge, during the fiscal year ended June 30, 2005 and through October 17, 2005, our Directors and Officers complied with all applicable Section 16(a) filing requirements. This statement is based solely on a review of the copies of such reports that reflect all reportable transactions furnished to us by our Directors and Officers and their written representations that such reports accurately reflect all reportable transactions.

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT

The following table sets forth information, as of October 17, 2005, with respect to the beneficial ownership of Apolo’s common stock by each person known by Apolo to be the beneficial owner of more than five percent of the outstanding Common Stock and by the officers and directors of Apolo based on 58,631,552 shares of common stock outstanding as of October 17, 2005 plus the number of shares underlying outstanding options.

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Name and Address of Beneficial Owner	Title	Common Stock Ownership		Percentage of Shares Outstanding
Martial Levasseur	Director, CEO		7,917,892		13.	81%
Robert Dinning	Director, CFO		5,703,333		9.	95%
Robert E. Lee	Director		2,585,602		4	.51%
Rodney Kincaid	Director		1,500,000		2	.62%
Glen Kelleway	Director		300,000			.51%
Brant Little	Consultant		3,600,000		6	.29%
All officers and Directors
and consultant as a Group (6 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 V6C1T2. The Company moved to these premises on March 1, 2005.

(2) Includes 2,753,333 directly in name of Martial Levasseur and 4,881,209 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 until June 30, 2007

(3) Includes a stock option of 700,000 common shares, exercisable at $0.14 per share until July 1, 2005 and a stock option for 700,000 common shares, exercisable at $0.09 per share until June 30, 2007 and a stock option for 1,000,000 common shares exercisable at $0.16 per share until June 10, 2009, and a stock option of 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) 750,000 shares are held indirectly in the name of Balmoral Companies of which Mr. Kincaid is a Managing Partner and 750,000 shares are held indirectly in the name of View Point Technologies Inc., of which Mr. Kincaid is a director and shareholder.

(6) Stock option granted May 15, 2005 for 300,000 common shares exercisable at $0.08 per share until May 15, 2010.

(7) Includes a stock option for 250,000 common shares exercisable at $0.054 per share until Dec 2, 2007, and 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.

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DESCRIPTION OF SECURITIES

Common Stock

We are presently authorized to issue 200,000,000 shares of $.001 par value common stock. All shares when issued will be fully paid and non-assessable. All shares are equal to each other with respect to liquidation and dividend rights. Holders of voting shares are entitled to one vote for each share they own at any shareholders’ meeting. Holders of shares of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore, and upon liquidation are entitled to participate pro-rata in a distribution of assets available for such a distribution to shareholders. There are no conversions, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to our Articles of Incorporation for a more complete description of the rights and liabilities of holders of common stock. Our shares do not have cumulative voting rights, which means that the holders of more the 50% of the shares voting for each election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than 50% will not be able to elect any directors. We will furnish annual reports to our shareholders, which will include financial statements and other interim reports as we deem appropriate.

Preferred Stock

We are presently authorized to issue 25,000,000 shares of preferred stock of $.001 par value. The preferred stock may be authorized for issuance by adoption rights and preferences set from time to time by the Board of Directors. The purpose of the preferred stock shares is to provide a means for the Board of Directors to design and issue securities for specific transactions and purposes that could be issued for corporate purposes without further stockholder approval, unless required by applicable law or regulation. The Board of Directors believes that it is in the best interests of the Company to have the shares of preferred stock authorized at this time to alleviate the delay of holding a special meeting of stockholders to authorize shares of preferred stock when the need arises. Possible purposes for shares of preferred stock include effecting acquisitions of other businesses, or properties, establishing strategic relationships with other companies and securing additional financing for the operation of the Company through the issuance of preferred shares or other equity-based securities. Purposes for shares of preferred stock also include paying stock dividends or forward splitting of the outstanding shares.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel within the meaning of those terms under Item 509 of Regulation S-B will receive a direct or indirect interest in our company or was a promoter, underwriter, voting trustee, director, officer, or employee. No expert has any contingent based agreement with us or any other interest in or connection to us.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The balance sheet as of June 30, 2005 and 2004 and the related statements of operations, stockholders’ deficit and cash flows for each of the years in the two-year period ended June 30, 2005 included in this Form SB-2, have been audited by Williams & Webster independent registered public accounting firm, as stated in their report appearing herein.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons in accordance with the provisions contained in our Certificate of Incorporation and By-laws, Nevada law or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and we will follow the court’s determination.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements, including statements regarding our expansion plans. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our “Risk Factor” section and elsewhere in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

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DESCRIPTION OF BUSINESS

History

Apolo Gold & Energy Inc, 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.

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

The “NUP” is 733.9 hectares in size and Apolo 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 we have 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

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        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. We 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, we 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, we 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, we intend to carry out additional drilling in this zone. While we are pursuing the vein to the South, it also intends to follow the vein to the North where the vein in 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.

On December 10, 2003, Apolo 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, we conducted extensive exploration on the KBU, and spent approximately $250,000 including property payments, on this site. On January 10, 2005, we advised its partner, Pt. Metro Astatama, that we were 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 our intention to focus its intention on the development of NUP and with additional drilling planned, it hopes to accumulate sufficient data to make a decision regarding production.

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Operations

We employ 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, we have 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 Apolo leases space at #1209-409 Granville St. V6C 1T2. We also maintain an office in Bandar Lampung, Sumatra.

Principal Markets

Gold ore produced by Apolo is sold on world markets at prices established by market forces. These prices are not within our control.

Government Regulation

We are aware of environmental requirements in the operation of a concession. We are subject to regular inspections by Government authorities and is also subject to a royalty of 3.5% on production.

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.

On December 10, 2003, Apolo 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.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management

In June 2004, Martial Levasseur, the Company’s President and a Director and Robert Dinning, the Company’s Chief Financial Officer and a Director each acquired 500,000 shares of restricted common stock from the Company at $0.30 per share for total proceeds to the Company of $300,000. In February, 2005, the Company issued 750,000 restricted common shares to Balmoral Financial Services Ltd and 750,000 restricted common shares to Viewpoint Technology Inc, regarding property rights in Kazakhstan. Both these companies are controlled by Rodney Kincaid, a director.

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
Sep 30, 2003	$	0	.07	$	0	.07
Dec 31, 2003	$	0	.35	$	0	.32
Mar 31, 2004	$	0	.30	$	0	.26
Jun 30, 2004	$	0	.20	$	0	.19
Sep 30, 2004	$	0	.21	$	0	.11
Dec 31, 2004	$	0	.17	$	0	.065
Mar 31, 2005	$	0	.14	$	0	.05
Jun 30, 2005	$	0	.09	$	0	.05

As of October 17, 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 October 17, 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.

26

EXECUTIVE COMPENSATION

The following table shows for the fiscal years ending June 30, 2005, 2004 and 2003, the compensation awarded or paid by Apolo to its Chief Executive Officer and any of the executive officers of Apolo whose total salary and bonus did not exceed $100,000 during such year.

Summary Compensation Table

						Long Term Compensation
	Annual Compensation					Awards	Payouts
Name and Principle Position	Year	Salary ($)		Other Annual Compensation ($)		Securities Underlying Options (#)	All Other Compensation ($)
Martial Levasseur
President/CEO	2005		36,000		0	0		0
Martial Levasseur
President/CEO	2004		24,000		0	1,000,000 Common		0
Martial Levasseur
President/CEO	2003		18,000		0	700,000 Common	$	12,000 paid in restricted stock

Options above for 1,000,000 and 800,000 for Levasseur were cancelled in February 2005. No executive officer earned more than $100,000 during the current fiscal year or the previous two fiscal years.

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, 2005.

Option Grants in Last Fiscal Year June 30, 2005

Name	Number of Common Shares Underlying Options Granted (#)		% of Total Options Granted in Fiscal Year ended June 30, 2005			Exercise Price ($/Sh)	Expiration Date
Martial Levasseur
President/CEO,		0
Director
Robert Dinning		2,000,000		34	.4%	$0.08 per Share	02/02/10
CFO, Secretary,
Director
Robert Lee,		0
Director
Glenn Kelleway		300,000		5	.2%	$0.08 per Share	05/15/10

27

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.

Name	Shares Acquired on Exercise (#) ($)		Value Realized at FY-End June 30, 2005 (#)		Number of Securities Underlying Unexercised Options at FY-End Exercisable/Unexercisable	Value of Unexercised In- the Money Options at at June 30, 2005 (1) Exercisable/Unexercisable
Martial Levasseur (2)		0		0	700,000 Shares Exercisable	$	0.00
Pres /CEO, Dir
Robert Dinning,		0		0	4,400,000 Shares Exercisable	$	0.00
CFO/Secretary/Director
Robert Lee, (3)		0		0	700,000 Shares Exercisable	$	0.00
Director
Glen Kelleway		0		0	300,000 Shares Exercisable	$	0.00

(1) Option value based on the difference between the exercise price of unexercised options and the closing sale price of $0.07 per share on October 17, 2005.

(2) Options for Levasseur in the amount of 1,800,000

(3) Options for Lee in the amount of 1,210,000 were cancelled in February 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 officers 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.

ADDITIONAL INFORMATION

Our common stock is registered with the SEC under section 12(g) of the Securities Exchange Act of 1934. We file with the SEC periodic reports on Forms 10-KSB, 10-QSB and 8-K, and proxy statements, and our officers and directors file reports of stock ownership on Forms 3, 4 and 5. We intend to send annual reports containing audited financial

28

statements to our shareholders. Additionally, we filed with the Securities and Exchange Commission a registration statement on Form SB-2 under the Securities Act of 1933 for the shares of common stock in the offering, of which this prospectus is a part. This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information we refer you to the registration statement and the exhibits and schedules that were filed with the registration statement.

Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330.

The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

29

APOLO GOLD & ENERGY, INC.

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statement of Stockholders' Equity (Deficit)	F-4
Consolidated Statements of Cash Flows	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7

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.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington

August 22, 2005

F-1

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

	June 30, 2005			June 30, 2004
ASSETS
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

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

F-2

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

	Year Ended June 30, 2005			Year Ended June 30, 2004			Period from April 16, 2002 (Inception of Exploration Stage) through June 30, 2005
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

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

F-3

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

	Common Stock
	Number of Shares			Amount			Additional Paid-in Capital			Subscription Receivable			Accumulated Deficit Prior to Exploration Stage			Accumulated Deficit During Exploration Stage			Total Stockholders' Equity (Deficit)
Balance, June 30, 2001		18,654,580		$	18,654		$	1,265,282		$	—		$	(1,634,303	)	$	—		$	(350,367	)
Issuance of common stock for services at an
average of $0.05 per share		2,300,000			2,300			112,700			—			—			—			115,000
Cancellation of stock used as payment for		(3,000,000	)		(3,000	)		(32,000	)		—			—			—			(35,000	)
Options exercised as payment for services
at $0.05 per share		700,000			700			34,300			—			—			—			35,000
Issuance of common stock for debt retirement
at $0.15 per share		4,421,282			4,422			658,771			—			—			—			663,193
Issuance of stock for mining rights		3,000,000			3,000			327,000			—			—			—			330,000
Options exercised at $0.07 per common share		2,000,000			2,000			138,000			(70,000	)		—			—			70,000
Options exercised as payment for services at
$0.11 per common share		20,000			20			2,180			—			—			—			2,200
Net loss for the year ended June 30, 2002		—			—			—			—			(228,549	)		(575,370	)		(803,919	)
Balance, June 30, 2002		28,095,862			28,096			2,506,233			(70,000	)		(1,862,852	)		(575,370	)	$	26,107
Options exercised as payment for services
at $0.09 per common share		500,000			500			44,500			—			—			—			45,000
Subscriptions received		—			—			—			70,000			—			—			70,000
Options exercised as payment for services
at $0.05 per common share		1,300,000			1,300			67,700			—			—			—			69,000
Options exercised for cash of $150,000 and
services at $0.06 per common share		3,400,000			3,400			201,600			—			—			—			205,000
Options exercised as payment of legal
services at $0.04 per common share		39,000			39			1,521			—			—			—			1,560
Balance, June 30, 2003		33,334,862			33,335			2,821,554			—			(1,862,852	)		(575,370	)		416,667
Issuance of stock for serivces at $0.08
per share		600,000			600			47,400			—			—			—			48,000
Issuance of stock for debt
at $0.06 per common share		2,348,615			2,348			138,568			—			—			—			140,916
Options exercised for cash at
$0.045 per common share		1,111,112			1,111			48,889			—			—			—			50,000
Options exercised at $0.05 per share
for subscription receivable		500,000			500			24,500			(25,000	)		—			—			—
Options exercised as payment for services
at $0.05 per share		400,000			400			19,600			—			—			—			20,000
Net loss for the year ended June 30, 2003		—			—			—			—			—			(730,997	)		(730,997	)
Foreign currency translation gain		—			—			—			—			—			—			682
Balance Forward		38,294,589		$	38,294		$	3,100,511		$	(25,000	)	$	(1,862,852	)	$	(1,306,367	)	$	(55,414	)

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

F-4

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

	Common Stock
	Number of Shares		Amount		Additional Paid-in Capital		Subscriptions Receivable			Accumulated Deficit Prior to Exploration Stage			Accumulated Deficit During Exploration Stage			Total Stockholders' Equity (Deficit)
Balance Forward		38,294,589	$	38,294	$	3,100,511	$	(25,000	)	$	(1,862,852	)	$	(1,306,367	)	$	(55,414	)
Options exercised as payment for services		525,000		525		26,875		—			—			—			27,400
at $0.05 per common share
Stock subscription paid		—		—		—		25,000			—			—			25,000
Options exercised at $0.06 per share		11,125,000		11,125		696,375		—			—			—			707,500
Issuance of stock for services at $0.20 per share		25,000		25		4,975		—			—			—			5,000
Issuance of stock for property acquisition at
$0.16 per share		1,000,000		1,000		159,000		—			—			—			160,000
Stock issued for cash at $0.30 per share		1,000,000		1,000		299,000		—			—			—			300,000
Net loss for the year ended June 30, 2004		—		—		—		—			—			(788,700	)		(788,700	)
Foreign currency translation gain (loss)		—		—		—		—			—			—			—
Balance, June 30, 2004		51,969,589		51,969		4,286,736		—			(1,862,852	)		(2,095,067	)		380,786
Options exercised at an average of $0.11 per share		859,000		859		90,132		—			—			—			90,991
Issuance of stock for debt at $0.07 per share		1,088,075		1,088		79,245		—			—			—			80,333
Issuance of stock for property acquisition at
$0.09 per share		1,500,000		1,500		133,500		—			—			—			135,000
Issuance of stock for services at $0.09 per share		200,000		200		23,300		—			—			—			23,500
Options exercised as payment for services at
$0.08 per share		1,709,888		1,710		133,580		—			—			—			135,290
Net loss for the year ended June 30, 2005		—		—		—		—			—			(1,018,390	)		(1,018,390	)
Balance, June 30, 2005		57,326,552	$	57,326	$	4,746,493	$	—		$	(1,862,852	)	$	(3,113,457	)	$	(172,490	)

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

F-5

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

	Year Ended June 30, 2005			Year Ended June 30, 2004			Period from April 16, 2002 (Inception of Exploration Stage) through June 30, 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
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

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

F-6

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

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

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

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 June 30, 2005			Year ended June 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

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

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

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

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

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:

Equity compensation plans not approved by security holders	Number of securities to be issued upon exercise of outstanding options		Weighted-average exercise price of outstanding options			Number of securities remaining available for future issuance under equity compensation plans
2000 stock option plan		1,500,000	$	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					3,230,000
Total		9,350,000					3,230,000

F-15

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:

	Number of Shares			Weighted Average Exercise Price
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

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 30, 2005			Year Ended June 30, 2004
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

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

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

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article XII of Apolo’s Restated By-laws provides that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person for whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under Article 11.

Nevada Revised Statutes Section 78.7502 provides for discretionary and mandatory indemnification of officers, directors, employees and agents as follows:

    1.        A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed legal proceeding, except by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which was reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

    2.        A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation

II-1

or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

    3.        To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify the person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.

Nevada Revised Statutes Section 78.751 requires authorization for discretionary indemnification advancement of expenses and limitation on indemnification and advancement of expenses as follows:

    1.        Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

    (a)        By the stockholders;

    (b)        By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

    (c)        If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

    (d)        If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be borne by the Registrant, are as follows:

SEC Filing Fee	$	700
NASD Filing Fee		na
Printing Expenses		2,000
Accounting Fees and Expenses		0
Legal Fees and Expenses		22,000

II-2

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Registrant sold securities which were not registered under the Securities Act of 1933, as amended, as follows:

Date	Name	# of Shares	Consideration
02-18-03                                     05-05-04                                     07-27-04 02-4-05             02-23-05	Van Silver Holdings (1) Robert Dinning Robert E Lee Peter Levasseur First Associates Investments (2) PT Metro Astatama (3) Martial Levasseur Robert Dinning Ted Goutzos Apex Charting Inc (4) Mary Creelman Van Silver Holdings Ltd (1) Viewpoint Technology (5) Balmoral Financial Services (6)	768,615    790,000    290,000    500,000     25,000  1,000,000    500,000    500,000     50,000    150,000    671,425    416,650    750,000    750,000	$46,117 Market Value debt $47,400 Market Value debt $17,400 Market Value debt  30,000 Market Value debt   5,000 Market Value Finance Consulting services 160,000 Market Value NUP costs 150,000 Stock sale 150,000 stock sale  10,000 Market Value Bus. Dev. Services  13,500 Market Value Financial Analysis  47,000 Market Value debt  33,332 Market Value debt  67,500 Market Value Kazakstan rights  67,500 Market Value Kazakstan rights

Notes:

1. Martial Levasseur is the control person of Van Silver Holdings Ltd.

2. Duncan Shireff is the principal person of First Associates Investments.

3. Yusuf Sabario is the control person of PT Metro Astatama.

4. Steve Colangelo is the control person of Apex Charting Inc.

5. Rodney Kincaid is the control person of Viewpoint Technology

6. Rodney Kincaid is the control person of Balmoral Financial Services

With respect to the above sales, the Company relied on Section 4(2) of the Securities Act of 1933, as amended No advertising or general solicitation was employed in offering the securities. The securities were offered to accredited investors or existing shareholders of the Company who were provided all material information regarding the private placements and all of the Company’s reports filed with the Securities and Exchange Commission to date. The securities were offered for investment only and not for the purpose of resale or distribution, and the transfer thereof was appropriately restricted by the Company.

II-3

ITEM 27. EXHIBITS.

The following Exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-B:

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

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

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

4.1 Dutchess Private Equity Fund, II, L.P. Investment Agreement dated October 18, 2005

4.2 Dutchess Registration Rights Agreement dated October 18, 2005

5.1 Opinion regarding legality

10.1 NUP ACQUISITION AGREEMENT (Incorporated by reference from Annual Report on Form 10KSB filed on September 30, 2002)

10.2 KBU ACQUISITION AGREEMENT (Incorporated by reference from Annual Report on Form 10KSB filed on August 30, 2004)

10.3 Addendum to KBU ACQUISITION AGREEMENT(Incorporated by reference from Annual Report on Form 10KSB filed on August 30, 2004)

10.4 Letter of Intent with Atna Resources Ltd dated August 16, 2005

10.5 McKnight Finders Fee Agreement dated August 22, 2005

10.6 Exploration and Option to Joint Venture Agreement (Incorporated by reference from Current Report on Form 8-K filed on September 27, 2005)

14 Code of Ethics (Incorporated by reference from Annual Report on Form 10KSB filed on August 30, 2004)

23.1 Consent of Dennis Brovarone, Attorney at Law (see opinion)

23.2 Consent of Williams & Webster

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

II-4

(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)     That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

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

/s/ Martial Levasseur
Martial Levasseur, President/CEO
October 18, 2005

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


/s/ Martial Levasseur
Martial Levasseur


/s/ Robert G. Dinning
Robert G. Dinning
                      


/s/ Robert E. Lee
Robert E. Lee


/s/ Rodney Kincaid
Rodney Kincaid


/s/ Glenn Kelleway
Glenn Kelleway
     Title



President, Director



Chief Financial Officer,
Secretary, Director



Director



Director



Director
 Date



October 18, 2005




October 18, 2005



October 18, 2005



October 18, 2005



October 18, 2005

II-6

EX-4.1

                                                                     EXHIBIT 4.1




INVESTMENT AGREEMENT

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of October 18, 2005 by and
between Apolo Gold & Energy, Inc., a Nevada corporation (the "Company"), and
Dutchess Private Equities Fund, II, LP, a Delaware limited partnership (the
"Investor").

Whereas, the parties desire that, upon the terms and subject to the conditions
contained herein, the Investor shall invest up to Ten Million dollars
($10,000,000) to purchase the Company's Common Stock, without par value per
share (the "Common Stock");

Whereas, such investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule
506 of Regulation D, and the rules and regulations promulgated hereunder, and/or
upon such other exemption from the registration requirements of the 1933 Act as
may be available with respect to any or all of the investments in Common Stock
to be made hereunder; and

Whereas, contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement
substantially in the form attached hereto (as amended from time to time, the
"Registration Rights Agreement") pursuant to which the Company has agreed to
provide certain registration rights under the 1933 Act, and the rules and
regulations promulgated hereunder, and applicable state securities laws.


NOW THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of this Agreement, the covenants and agreements set
forth hereafter, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree as follows:

SECTION 1. DEFINITIONS.

     As used in this Agreement, the following terms shall have the following
meanings specified or indicated below, and such meanings shall be equally
applicable to the singular and plural forms of such defined terms.

     "1933 Act" shall have the meaning set forth in the preamble of this
agreement.

     "1934 Act" shall mean the Securities Exchange Act of 1934, as it may be
amended.

     "Affiliate" shall have the meaning specified in Section 5(h), below.

     "Agreement" shall mean this Investment Agreement.



     "Best Bid" shall mean the highest posted bid price of the Common Stock.

     "Buy In" shall have the meaning specified in Section 6, below.

     "Buy In Adjustment Amount" shall have the meaning specified in Section 6.

     "Closing" shall have the meaning specified in Section 2(h).

     "Closing Date" shall mean no more than seven (7) Trading Days following the
Put Notice Date.

     "Common Stock" shall have the meaning set forth in the preamble of this
Agreement.

     "Control" or "Controls" shall have the meaning specified in Section 5(h).

     "Covering Shares" shall have the meaning specified in Section 6.

     "Effective Date" shall mean the date the SEC declares effective under the
1933 Act the Registration Statement covering the Securities.

     "Environmental Laws" shall have the meaning specified in Section 4(m).

     "Execution Date" shall mean the date indicated in the preamble to this
Agreement.

     "Indemnities" shall have the meaning specified in Section 11.

     "Indemnified Liabilities" shall have the meaning specified in Section 11.

     "Ineffective Period" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the Registrable Securities
(as defined in the Registration Rights Agreement) for any reason (or in the
event the prospectus under either of the above is not current and deliverable)
during any time period required under the Registration Rights Agreement.

     "Investor" shall have the meaning indicated in the preamble of this
Agreement.

     "Material Adverse Effect" shall have the meaning specified in Section 4(a).

     "Maximum Common Stock Issuance" shall have the meaning specified in Section
2(I).


     "Minimum Acceptable Price" with respect to any Put Notice Date shall mean
seventy-five percent (75%) of the lowest closing bid prices for the ten (10)
Trading Day period immediately preceding such Put Notice Date.

     "Open Period" shall mean the period beginning on and including the Trading
Day immediately following the Effective Date and ending on the earlier to occur
of (i) the date which is thirty-six (36) months from the Effective Date; or (ii)
termination of the Agreement in accordance with Section 9, below.

     "Pricing Period" shall mean the period beginning on the Put Notice Date and
ending on and including the date that is five (5) Trading Days after such Put
Notice Date.

     "Principal Market" shall mean the American Stock Exchange, Inc., the
National Association of Securities Dealers, Inc. Over-the-Counter Bulletin
Board, the NASDAQ National Market System or the NASDAQ SmallCap Market,
whichever is the principal market on which the Common Stock is listed.

     "Prospectus" shall mean the prospectus, preliminary prospectus and
supplemental prospectus used in connection with the Registration Statement.

     "Purchase Amount" shall mean the total amount being paid by the Investor on
a particular Closing Date to purchase the Securities.

     "Purchase Price" shall mean ninety-five percent (95%) of the lowest closing
Best Bid price of the Common Stock during the Pricing Period.

     "Put Amount" shall have the meaning set forth in Section 2(b) hereof.

     "Put Notice" shall mean a written notice sent to the Investor by the
Company stating the Put Amount in U.S. dollars, the Company intends to sell to
the Investor pursuant to the terms of the Agreement and stating the current
number of Shares issued and outstanding on such date.

     "Put Notice Date" shall mean the Trading Day immediately following the day
on which the Investor receives a Put Notice, however a Put Notice shall be
deemed delivered on (a) the Trading Day it is received by facsimile or otherwise
by the Investor if such notice is received prior to 9:00 am Eastern Time, or (b)
the immediately succeeding Trading Day if it is received by facsimile or
otherwise after 9:00 am Eastern Time on a Trading Day. No Put Notice may be
deemed delivered on a day that is not a Trading Day.

     "Put Restriction" shall mean the days between the beginning of the Pricing
Period and Closing Date. During this time, the Company shall not be entitled to
deliver another Put Notice.



     "Registration Period" shall have the meaning specified in Section 5(c),
below.

     "Registration Rights Agreement" shall have the meaning set forth in the
recitals, above.

     "Registration Statement" means the registration statement of the Company
filed under the 1933 Act covering the Common Stock issuable hereunder.

     "Related Party" shall have the meaning specified in Section 5(h).

     "Resolution" shall have the meaning specified in Section 8(e).

     "SEC" shall mean the U.S. Securities & Exchange Commission.

     "SEC Documents" shall have the meaning specified in Section 4(f).

     "Securities" shall mean the shares of Common Stock issued pursuant to the
terms of the Agreement.

     "Shares" shall mean the shares of the Company's Common Stock.

     "Sold Shares" shall have the meaning specified in Section 6.

     "Subsidiaries" shall have the meaning specified in Section 4(a).

     "Trading Day" shall mean any day on which the Principal Market for the
Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

     "Transaction Documents" shall mean this Agreement, the Registration Rights
Agreement, and each of the other agreements entered into by the parties hereto
in connection with this Agreement.

SECTION 2. PURCHASE AND SALE OF COMMON STOCK.

(A) PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set
forth herein, the Company shall issue and sell to the Investor, and the Investor
shall purchase from the Company, up to that number of Shares having an aggregate
Purchase Price of Ten Million dollars ($10,000,000).

(B) DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the
Transaction Documents, and from time to time during the Open Period, the Company
may, in its sole discretion, deliver a Put Notice to the Investor which states
the Put Amount (designated in U.S. Dollars) which the Company intends to sell to


the Investor on a Closing Date. The Put Notice shall be in the form attached
hereto as Exhibit F and incorporated herein by reference. The amount that the
Company shall be entitled to Put to the Investor (the "Put Amount") shall be
equal to, at the Company's election, either: (A) Two Hundred percent (200%) of
the average daily volume (U.S. market only) of the Common Stock for the 3 (3)
Trading Days prior to the applicable Put Notice Date, multiplied by the average
of the three (3) daily closing bid prices immediately preceding the Put Date, or
(B) One-Hundred Thousand dollars ($100,000); provided that in no event will the
Put Amount be more than One Million Dollars ($1,000,000) with respect to any
single Put. During the Open Period, the Company shall not be entitled to submit
a Put Notice until after the previous Closing has been completed. The Purchase
Price for the Common Stock identified in the Put Notice shall be equal to
ninety-five percent (95%) of the lowest closing bid price of the Common Stock
during the Pricing Period.

(II) If any closing bid price during the applicable Pricing Period with respect
to that Put Notice is less than Seventy-Five percent (75%) of any closing bid
prices of the Common Stock for the three (3) Trading Days prior to the Put
Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at
the Company's request. In the event that the closing bid price for the
applicable Pricing Period is less than the Minimum Acceptable Price, the Company
may elect, by sending written notice to the Investor to cancel the Put Notice.

(C) RESERVED

(D) INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set
forth in this Agreement, following the Investor's receipt of a validly delivered
Put Notice, the Investor shall be required to purchase from the Company during
the related Pricing Period that number of Shares having an aggregate Purchase
Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and
(ii) twenty percent (20%) of the aggregate trading volume of the Common Stock
during the applicable Pricing Period times (x) the lowest closing bid price of
the Company's Common Stock during the specified Pricing Period, but only if said
Shares bear no restrictive legend, are not subject to stop transfer
instructions, pursuant to Section 2(h), prior to the applicable Closing Date.

(E) Reserved

(F) CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding
anything to the contrary in this Agreement, the Company shall not be entitled to
deliver a Put Notice and the Investor shall not be obligated to purchase any
Shares at a Closing (as defined in Section 2(h)) unless each of the following
conditions are satisfied:


(I) a Registration Statement shall have been declared effective and shall remain
effective and available for the resale of all the Registrable Securities (as
defined in the Registration Rights Agreement) at all times until the Closing
with respect to the subject Put Notice;

(II) at all times during the period beginning on the related Put Notice Date and
ending on and including the related Closing Date, the Common Stock shall have
been listed on the Principal Market and shall not have been suspended from
trading thereon for a period of two (2) consecutive Trading Days during the Open
Period and the Company shall not have been notified of any pending or threatened
proceeding or other action to suspend the trading of the Common Stock;

(III) the Company has complied with its obligations and is otherwise not in
breach of a material provision of, or in default under, this Agreement, the
Registration Rights Agreement or any other agreement executed in connection
herewith which has not been corrected prior to delivery of the Put Notice Date;

(IV) no injunction shall have been issued and remain in force, or action
commenced by a governmental authority which has not been stayed or abandoned,
prohibiting the purchase or the issuance of the Securities; and

(V) the issuance of the Securities will not violate any shareholder approval
requirements of the Principal Market. If any of the events described in clauses
(i) through (v) above occurs during a Pricing Period, then the Investor shall
have no obligation to purchase the Put Amount of Common Stock set forth in the
applicable Put Notice.

(G) RESERVED

(H) MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of
the conditions set forth in Sections 2(f), 7 and 8, the closing of the purchase
by the Investor of Shares (a "Closing") shall occur on the date which is no
later than seven (7) Trading Days following the applicable Put Notice Date (each
a "Closing Date"). Prior to each Closing Date,

(I) the Company shall deliver to the Investor pursuant to this Agreement,
certificates representing the Shares to be issued to the Investor on such date
and registered in the name of the Investor; and (II) the Investor shall deliver
to the Company the Purchase Price to be paid for such Shares, determined as set
forth in Sections 2(b) and 2(d). In lieu of delivering physical certificates
representing the Securities and provided that the Company's transfer agent then
is participating in The Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Investor, the Company
shall use its commercially reasonable efforts to cause its transfer agent to
electronically transmit the Securities by crediting the account of the
Investor's prime broker (which shall be specified by the Investor a reasonably
sufficient time in advance) with DTC through its Deposit Withdrawal Agent
Commission ("DWAC") system.

The Company understands that a delay in the issuance of Securities beyond the
Closing Date could result in economic loss to the Investor. After the Effective
Date, as compensation to the Investor for such loss, the Company agrees to pay
late payments to the Investor for late issuance of Securities (delivery of
Securities after the applicable Closing Date) in accordance with the following
schedule (where "No. of Days Late" is defined as the number of trading days
beyond the Closing Date. The Amounts are cumulative.):


LATE  PAYMENT  FOR  EACH
NO.  OF  DAYS  LATE               $10,000  OF  COMMON  STOCK

          1                                $100
          2                                $200
          3                                $300
          4                                $400
          5                                $500
          6                                $600
          7                                $700
          8                                $800
          9                                $900
          10                             $1,000
          Over  10                       $1,000 + $200 for each
                                           Business Day late beyond 10 days

The Company shall pay any payments incurred under this Section in immediately
available funds upon demand by the Investor. Nothing herein shall limit the
Investor's right to pursue actual damages for the Company's failure to issue and
deliver the Securities to the Investor, except to the extent that such late
payments shall constitute payment for and offset any such actual damages alleged
by the Investor, and any Buy In Adjustment Amount.

(I) OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained
herein to the contrary, if during the Open Period the Company becomes listed on
an exchange that limits the number of shares of Common Stock that may be issued
without shareholder approval, then the number of Shares issuable by the Company
and purchasable by the Investor, including the shares of Common Stock issuable
to the Investors, shall not exceed that number of the shares of Common Stock
that may be issuable without shareholder approval, subject to appropriate
adjustment for stock splits, stock dividends, combinations or other similar
recapitalization affecting the Common Stock (the "Maximum Common Stock
Issuance"), unless the issuance of Shares, including any Common Stock to be
issued to the Investor pursuant to Section 11(b), in excess of the Maximum
Common Stock Issuance shall first be approved by the Company's shareholders in
accordance with applicable law and the By-laws and Amended and Restated
Certificate of Incorporation of the Company, if such issuance of shares of
Common Stock could cause a delisting on the Principal Market. The parties
understand and agree that the Company's failure to seek or obtain such
shareholder approval shall in no way adversely affect the validity and due
authorization of the issuance and sale of Securities or the Investor's
obligation in accordance with the terms and conditions hereof to purchase a
number of Shares in the aggregate up to the Maximum Common Stock Issuance
limitation, and that such approval pertains only to the applicability of the
Maximum Common Stock Issuance limitation provided in this Section 2(j).



SECTION 3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Investor represents and warrants to the Company, and covenants, that:

(A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and
financial experience, such knowledge, sophistication and experience in financial
and business matters and in making investment decisions of this type that it is
capable of (I) evaluating the merits and risks of an investment in the
Securities and making an informed investment decision; (II) protecting its own
interest; and (III) bearing the economic risk of such investment for an
indefinite period of time.

(B) AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Investor and is a valid and
binding agreement of the Investor enforceable against the Investor in accordance
with its terms, subject as to enforceability to general principles of equity and
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors' rights and remedies.

(C) SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor
will comply with the provisions of Section 9 of the 1934 Act, and the rules
promulgated hereunder, with respect to transactions involving the Common Stock.
The Investor agrees not to short, either directly or indirectly through its
affiliates, principals or advisors, the Company's common stock during the term
of this Agreement.

(D) ACCREDITED INVESTOR. Investor is an "Accredited Investor" as that term is
defined in Rule 501(a)(3) of Regulation D of the 1933 Act. (E) NO CONFLICTS. The
execution, delivery and performance of the Transaction Documents by the Investor
and the consummation by the Investor of the transactions contemplated hereby and
thereby will not result in a violation of Partnership Agreement or other
organizational documents of the Investor.

(F) OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to
the Company's business, finance and operations which it has requested. The
Investor has had an opportunity to discuss the business, management and
financial affairs of the Company with the Company's management.



(G) INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own
account for investment purposes and not with a view towards distribution and
agrees to resell or otherwise dispose of the Securities solely in accordance
with the registration provisions of the 1933 Act (or pursuant to an exemption
from such registration provisions).

(H) NO REGISTRATION AS A DEALER. The Investor is not and will not be required to
be registered as a "dealer" under the 1934 Act, either as a result of its
execution and performance of its obligations under this Agreement or otherwise.

(I) GOOD STANDING The Investor is a Limited Partnership, duly organized, validly
existing and in good standing in the State of Delaware.

(J) TAX LIABILITIES. The Investor understands that it is liable for its own tax
liabilities.

(K) REGULATION M. The Investor will comply with Regulation M under the 1934 Act,
if applicable.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the Schedules attached hereto, or as disclosed on the
Company's SEC Documents, the Company represents and warrants to the Investor
that:

(A) ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized and validly existing in good standing under the laws of Nevada and has
the requisite corporate power and authorization to own its properties and to
carry on its business as now being conducted. Both the Company and the companies
it owns or controls, its "Subsidiaries," are duly qualified to do business and
are in good standing in every jurisdiction in which its ownership of property or
the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect. As used in this Agreement, "Material
Adverse Effect" means any material adverse effect on the business, properties,
assets, operations, results of operations, financial condition or prospects of
the Company and its Subsidiaries, if any, taken as a whole, or on the
transactions contemplated hereby or by the agreements and instruments to be
entered into in connection herewith, or on the authority or ability of the
Company to perform its obligations under the Transaction Documents (as defined
in Section 1 and 4(b), below).



(B) AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.

(I) The Company has the requisite corporate power and authority to enter into
and perform this Agreement, the Registration Rights Agreement, and each of the
other agreements entered into by the parties hereto in connection with the
transactions contemplated by this Agreement (collectively, the "Transaction
Documents"), and to issue the Securities in accordance with the terms hereof and
thereof.

(II) The execution and delivery of the Transaction Documents by the Company and
the consummation by it, of the transactions contemplated hereby and thereby,
including without limitation the reservation for issuance and the issuance of
the Securities pursuant to this Agreement, have been duly and validly authorized
by the Company's Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors, or its shareholders.

(III) The Transaction Documents have been duly and validly executed and
delivered by the Company. (IV) The Transaction Documents constitute the valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies.

(C) CAPITALIZATION. As of the date hereof, the authorized capital stock of the
Company consists of (i) 200,000,000 shares of Common Stock, with $0.001 par
value per share, of which as of the date hereof, 58,631,552 shares are issued
and outstanding (as of October 17, 2005); 25,000,000 shares of Preferred Stock
authorized, of which none are issued and outstanding; 5,000,000 shares of Class
A Preferred Stock, of which none are issued and outstanding (as of May 20,
2005); and no shares reserved for issuance pursuant to options, warrants and
other convertible securities. All of such outstanding shares have been, or upon
issuance will be, validly issued and are fully paid and non-assessable. Except
as disclosed in the Company's publicly available filings with Periodic Filings,


(I) no shares of the Company's capital stock are subject to preemptive rights
or any other similar rights or any liens or encumbrances suffered or permitted
by the Company; (II) there are no outstanding debt securities; (III) there are
no outstanding shares of capital stock, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities or
rights convertible into, any shares of capital stock of the Company or any of
its Subsidiaries, or contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to issue


additional shares of capital stock of the Company or any of its Subsidiaries or
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company or any of its Subsidiaries; Stock options have been
created for directors, officers, and consultants, in the ordinary course of
business. The options created to date are all at prices above the current market
price. (IV) there are no agreements or arrangements under which the Company or
any of its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act (except the Registration Rights Agreement), (V)
there are no outstanding securities of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries; (VI) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities as described in this Agreement; (VII) the Company does not have
any stock appreciation rights or "phantom stock" plans or agreements or any
similar plan or agreement; and (VIII) there is no dispute as to the
classification of any shares of the Company's capital stock. The Company has
furnished to the Investor, or the Investor has had access through EDGAR to, true
and correct copies of the Company's Amended and Restated Certificate of
Incorporation, as in effect on the date hereof (the "Certificate of
Incorporation"), and the Company's By-laws, as in effect on the date hereof (the
"By-laws"), and the terms of all securities convertible into or exercisable for
Common Stock and the material rights of the holders thereof in respect thereto.

(D) ISSUANCE OF SHARES. The Company has reserved 100,000,000 Shares for issuance
pursuant to this Agreement has been duly authorized and reserved for issuance
(subject to adjustment pursuant to the Company's covenant set forth in Section
5(f) below) pursuant to this Agreement. Upon issuance in accordance with this
Agreement, the Securities will be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issue thereof. In
the event the Company cannot register a sufficient number of Shares for issuance
pursuant to this Agreement, the Company will use its best efforts to authorize
and reserve for issuance the number of Shares required for the Company to
perform its obligations hereunder as soon as reasonably practicable.

(E) NO CONFLICTS. The execution, delivery and performance of the Transaction
Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby will not (I) result in a violation of the
Certificate of Incorporation, any Certificate of Designations, Preferences and
Rights of any outstanding series of preferred stock of the Company or the
By-laws; or (II) conflict with, or constitute a material default (or an event
which with notice or lapse of time or both would become a material default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, contract, indenture mortgage,
indebtedness or instrument to which the Company or any of its Subsidiaries is a


party, or to the Company's knowledge result in a violation of any law, rule,
regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and the rules and regulations of the Principal
Market or principal securities exchange or trading market on which the Common
Stock is traded or listed) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is
bound or affected. Except as disclosed in Schedule 4(e), neither the Company nor
its Subsidiaries is in violation of any term of, or in default under, the
Certificate of Incorporation, any Certificate of Designations, Preferences and
Rights of any outstanding series of preferred stock of the Company or the
By-laws or their organizational charter or by-laws, respectively, or any
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or
its Subsidiaries, except for possible conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations that would not
individually or in the aggregate have a Material Adverse Effect. The business of
the Company and its Subsidiaries is not being conducted, and shall not be
conducted, in violation of any law, statute, ordinance, rule, order or
regulation of any governmental authority or agency, regulatory or
self-regulatory agency, or court, except for possible violations the sanctions
for which either individually or in the aggregate would not have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as
required under the 1933 Act to the Company's knowledge, the Company is not
required to obtain any consent, authorization, permit or order of, or make any
filing or registration (except the filing of a registration statement) with, any
court, governmental authority or agency, regulatory or self-regulatory agency or
other third party in order for it to execute, deliver or perform any of its
obligations under, or contemplated by, the Transaction Documents in accordance
with the terms hereof or thereof. All consents, authorizations, permits, orders,
filings and registrations which the Company is required to obtain pursuant to
the preceding sentence have been obtained or effected on or prior to the date
hereof and are in full force and effect as of the date hereof. Except as
disclosed in Schedule 4(e), the Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing. The
Company is not, and will not be, in violation of the listing requirements of the
Principal Market as in effect on the date hereof and on each of the Closing
Dates and is not aware of any facts which would reasonably lead to delisting of
the Common Stock by the Principal Market in the foreseeable future.


(F) SEC DOCUMENTS; FINANCIAL STATEMENTS. As of October 17, 2005, the Company has
filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting requirements of the 1934
Act (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the "SEC
Documents"). The Company has delivered to the Investor or its representatives,
or they have had access through EDGAR to, true and complete copies of the SEC
Documents. As of their respective dates, the SEC Documents complied in all


material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated hereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. As of
their respective dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, by a firm that is a member of the
Public Companies Accounting Oversight Board ("PCAOB") consistently applied,
during the periods involved (except (I) as may be otherwise indicated in such
financial statements or the notes thereto, or (II) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other written
information provided by or on behalf of the Company to the Investor which is not
included in the SEC Documents, including, without limitation, information
referred to in Section 4(d) of this Agreement, contains any untrue statement of
a material fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstance under which they are or
were made, not misleading. Neither the Company nor any of its Subsidiaries or
any of their officers, directors, employees or agents have provided the Investor
with any material, nonpublic information which was not publicly disclosed prior
to the date hereof and any material, nonpublic information provided to the
Investor by the Company or its Subsidiaries or any of their officers, directors,
employees or agents prior to any Closing Date shall be publicly disclosed by the
Company prior to such Closing Date.

(G) ABSENCE OF CERTAIN CHANGES. Except as set forth in the SEC Documents, the
Company does not intend to change the business operations of the Company in any
material way. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any bankruptcy law nor does
the Company or its Subsidiaries have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy proceedings.

(H) ABSENCE OF LITIGATION. Except as set forth in the SEC Documents, there is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of Company or any of its
Subsidiaries, threatened against or affecting the Company, the Common Stock or
any of the Company's Subsidiaries or any of the Company's or the Company's
Subsidiaries' officers or directors in their capacities as such, in which an
adverse decision could have a Material Adverse Effect.



(I) ACKNOWLEDGMENT REGARDING INVESTOR'S PURCHASE OF SHARES. The Company
acknowledges and agrees that the Investor is acting solely in the capacity of
arm's length purchaser with respect to the Transaction Documents and the
transactions contemplated hereby and thereby. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated hereby and thereby and any advice given by the
Investor or any of its respective representatives or agents in connection with
the Transaction Documents and the transactions contemplated hereby and thereby
is merely incidental to the Investor's purchase of the Securities. The Company
further represents to the Investor that the Company's decision to enter into the
Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives.

(J) NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as
set forth in the SEC Documents, since May 17, 2005, no event, liability,
development or circumstance has occurred or exists, or to the Company's
knowledge is contemplated to occur, with respect to the Company or its
Subsidiaries or their respective business, properties, assets, prospects,
operations or financial condition, that would be required to be disclosed by the
Company under applicable securities laws on a registration statement filed with
the SEC relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced.

(K) EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is
involved in any union labor dispute nor, to the knowledge of the Company or any
of its Subsidiaries, is any such dispute threatened. Neither the Company nor any
of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that relations with their employees are
good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has
notified the Company that such officer intends to leave the Company's employ or
otherwise terminate such officer's employment with the Company.

(L) INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade
secrets and rights necessary to conduct their respective businesses as now
conducted. Except as set forth in the SEC Documents, none of the Company's
trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals,
government authorizations, trade secrets or other intellectual property rights
necessary to conduct its business as now or as proposed to be conducted have
expired or terminated, or are expected to expire or terminate within two (2)



years from the date of this Agreement. The Company and its Subsidiaries do not
have any knowledge of any infringement by the Company or its Subsidiaries of
trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret
or other similar rights of others, or of any such development of similar or
identical trade secrets or technical information by others and, except as set
forth in the SEC Documents, there is no claim, action or proceeding being made
or brought against, or to the Company's knowledge, being threatened against, the
Company or its Subsidiaries regarding trademark, trade name, patents, patent
rights, invention, copyright, license, service names, service marks, service
mark registrations, trade secret or other infringement; and the Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing. The Company and its Subsidiaries have taken commercially
reasonable security measures to protect the secrecy, confidentiality and value
of all of their intellectual properties.

(M) ENVIRONMENTAL LAWS. The Company and its Subsidiaries (I) are, to the
knowledge of management of the Company, in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("Environmental Laws"); (II)
have, to the knowledge of management of the Company, received all permits,
licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses; and (III) are in compliance, to the
knowledge of the Company, with all terms and conditions of any such permit,
license or approval where, in each of the three (3) foregoing cases, the failure
to so comply would have, individually or in the aggregate, a Material Adverse
Effect.

(N) TITLE. The Company and its Subsidiaries have good and marketable title to
all personal property owned by them which is material to the business of the
Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in the SEC Documents or
such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or any
of its Subsidiaries. Any real property and facilities held under lease by the
Company or any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its Subsidiaries.


(O) INSURANCE. Each of the Company's Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as management of the Company reasonably believes to be prudent and
customary in the businesses in which the Company and its Subsidiaries are
engaged. Neither the Company nor any such Subsidiary has been refused any
insurance coverage sought or applied for and neither the Company nor any such


Subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a Material Adverse Effect.


(P) REGULATORY PERMITS. The Company and its Subsidiaries have in full force and
effect all certificates, approvals, authorizations and permits from the
appropriate federal, state, local or foreign regulatory authorities and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective properties and assets and conduct their respective businesses, and
neither the Company nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
approval, authorization or permit, except for such certificates, approvals,
authorizations or permits which if not obtained, or such revocations or
modifications which, would not have a Material Adverse Effect.

(Q) INTERNAL ACCOUNTING CONTROLS. The Company and each of its Subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (I) transactions are executed in accordance with
management's general or specific authorizations; (II) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles by a firm with membership to the PCAOB
and to maintain asset accountability; (III) access to assets is permitted only
in accordance with management's general or specific authorization; and (IV) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


(R) NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its
Subsidiaries is subject to any charter, corporate or other legal restriction, or
any judgment, decree, order, rule or regulation which in the judgment of the
Company's officers has or is expected in the future to have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is a party to any
contract or agreement which in the judgment of the Company's officers has or is
expected to have a Material Adverse Effect.

(S) TAX STATUS. The Company and each of its Subsidiaries has made or filed all
United States federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.



(T) CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents filed at
least ten (10) days prior to the date hereof and except for arm's length
transactions pursuant to which the Company makes payments in the ordinary course
of business upon terms no less favorable than the Company could obtain from
third parties and other than the grant of stock options disclosed in the SEC
Documents, none of the officers, directors, or employees of the Company is
presently a party to any transaction with the Company or any of its Subsidiaries
(other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.


(U) DILUTIVE EFFECT. The Company understands and acknowledges that the number of
shares of Common Stock issuable upon purchases pursuant to this Agreement will
increase in certain circumstances including, but not necessarily limited to, the
circumstance wherein the trading price of the Common Stock declines during the
period between the Effective Date and the end of the Open Period. The Company's
executive officers and directors have studied and fully understand the nature of
the transactions contemplated by this Agreement and recognize that they have a
potential dilutive effect. The Board of Directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company. The Company specifically acknowledges that, subject to such
limitations as are expressly set forth in the Transaction Documents, its
obligation to issue shares of Common Stock upon purchases pursuant to this
Agreement is absolute and unconditional regardless of the dilutive effect that
such issuance may have on the ownership interests of other shareholders of the
Company.

(V) LOCK-UP. The Company shall cause its officers, insiders, directors, and
affiliates or other related parties under control of the Company, to refrain
from selling Common Stock during each Pricing Period.

(W) NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor
any person acting on its behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Common Stock offered hereby.

(X) NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS will be
payable by the Company with respect to the transactions contemplated by this
Agreement, other than disclosed in this Agreement.

SECTION 5. COVENANTS OF THE COMPANY


(A) BEST EFFORTS. The Company shall use commercially reasonable efforts timely
to satisfy each of the conditions to be satisfied by it as provided in Section 7
of this Agreement.

(B) BLUE SKY. The Company shall, at its sole cost and expense, on or before each
of the Closing Dates, take such action as the Company shall reasonably determine
is necessary to qualify the Securities for, or obtain exemption for the
Securities for, sale to the Investor at each of the Closings pursuant to this
Agreement under applicable securities or "Blue Sky" laws of such states of the
United States, as reasonably specified by Investor, and shall provide evidence
of any such action so taken to the Investor on or prior to the Closing Date.

(C) REPORTING STATUS. Until the earlier to occur of (I) the first date which is
after the date this Agreement is terminated pursuant to Section 9 and on which
the Holders (as that term is defined in the Registration Rights Agreement) may
sell all of the Securities without restriction pursuant to Rule 144(k)
promulgated under the 1933 Act (or successor thereto); and (II) the date on
which (A) the Holders shall have sold all the Securities; and (B) this Agreement
has been terminated pursuant to Section 9 (the "Registration Period"), the
Company shall file all reports required to be filed with the SEC pursuant to the
1934 Act, and the Company shall not terminate its status as a reporting company
under the 1934 Act.

(D) USE OF PROCEEDS. The Company will use the proceeds from the sale of the
Shares (excluding amounts paid by the Company for fees as set forth in the
Transaction Documents) for general corporate and working capital purposes and
acquisitions or assets, businesses or operations or for other purposes that the
Board of Directors deem to be in the best interest of the Company.

(E) FINANCIAL INFORMATION. The Company agrees to make available to the Investor
via EDGAR or other electronic means the following to the Investor during the
Registration Period: (I) within five (5) Trading Days after the filing thereof
with the SEC, a copy of its Annual Reports on Form 10-KSB, its Quarterly Reports
on Form 10-QSB, any Current Reports on Form 8-K and any Registration Statements
or amendments filed pursuant to the 1933 Act; (II) on the same day as the
release thereof, facsimile copies of all press releases issued by the Company or
any of its Subsidiaries; (III) copies of any notices and other information made
available or given to the shareholders of the Company generally,
contemporaneously with the making available or giving thereof to the
shareholders; and (IV) within two (2) calendar days of filing or delivery
thereof, copies of all documents filed with, and all correspondence sent to, the
Principal Market, any securities exchange or market, or the National Association
of Securities Dealers, Inc., unless such information is material nonpublic
information.

(F) RESERVATION OF SHARES. Subject to the following sentence, the Company shall
take all action necessary to at all times have authorized, and reserved for the
purpose of issuance, a sufficient number of shares of Common Stock to provide
for the issuance of the Securities hereunder. In the event that the Company
determines that it does not have a sufficient number of authorized shares of
Common Stock to reserve and keep available for issuance as described in this
Section 5(f), the Company shall use its best efforts to increase the number of
authorized shares of Common Stock by seeking shareholder approval for the
authorization of such additional shares.

(G) LISTING. The Company shall promptly secure and maintain the listing of all
of the Registrable Securities (as defined in the Registration Rights Agreement)
upon the Principal Market and each other national securities exchange and
automated quotation system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance) and shall maintain, such listing
of all Registrable Securities from time to time issuable under the terms of the
Transaction Documents. Neither the Company nor any of its Subsidiaries shall
take any action which would be reasonably expected to result in the delisting or
suspension of the Common Stock on the Principal Market (excluding suspensions of
not more than one (1) trading day resulting from business announcements by the
Company). The Company shall promptly provide to the Investor copies of any
notices it receives from the Principal Market regarding the continued
eligibility of the Common Stock for listing on such automated quotation system
or securities exchange. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 5(g).

(H) TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of
its Subsidiaries not to, enter into, amend, modify or supplement, or permit any
Subsidiary to enter into, amend, modify or supplement, any agreement,
transaction, commitment or arrangement with any of its or any Subsidiary's
officers, directors, persons who were officers or directors at any time during
the previous two (2) years, shareholders who beneficially own 5% or more of the
Common Stock, or affiliates or with any individual related by blood, marriage or
adoption to any such individual or with any entity in which any such entity or
individual owns a 5% or more beneficial interest (each a "Related Party"),
except for (I) customary employment arrangements and benefit programs on
reasonable terms, (II) any agreement, transaction, commitment or arrangement on
an arms-length basis on terms no less favorable than terms which would have been
obtainable from a person other than such Related Party, or (III) any agreement,
transaction, commitment or arrangement which is approved by a majority of the
disinterested directors of the Company. For purposes hereof, any director who is
also an officer of the Company or any Subsidiary of the Company shall not be a
disinterested director with respect to any such agreement, transaction,
commitment or arrangement. "Affiliate" for purposes hereof means, with respect
to any person or entity, another person or entity that, directly or indirectly,
(I) has a 5% or more equity interest in that person or entity, (II) has 5% or
more common ownership with that person or entity, (III) controls that person or
entity, or (IV) is under common control with that person or entity. "Control" or
"Controls" for purposes hereof means that a person or entity has the power,
direct or indirect, to conduct or govern the policies of another person or
entity.


(I) FILING OF FORM 8-K. On or before the date which is three (3) Trading Days
after the Execution Date, the Company shall file a Current Report on Form 8-K
with the SEC describing the terms of the transaction contemplated by the
Transaction Documents in the form required by the 1934 Act, if such filing is
required.

(J) CORPORATE EXISTENCE. The Company shall use its best efforts to preserve and
continue the corporate existence of the Company.

(K) NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE
A PUT. The Company shall promptly notify Investor upon the occurrence of any of
the following events in respect of a Registration Statement or related
prospectus in respect of an offering of the Securities: (I) receipt of any
request for additional information by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or related
prospectus; (II) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Registration Statement or the initiation of any proceedings for that purpose;
(III) receipt of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Securities for sale
in any jurisdiction or the initiation or notice of any proceeding for such
purpose; (IV) the happening of any event that makes any statement made in such
Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related
prospectus or documents so that, in the case of a Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the related prospectus, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and (V) the Company's reasonable determination that a post-effective
amendment to the Registration Statement would be appropriate, and the Company
shall promptly make available to Investor any such supplement or amendment to
the related prospectus. The Company shall not deliver to Investor any Put Notice
during the continuation of any of the foregoing events.

(L) REIMBURSEMENT. If (I) Investor becomes involved in any capacity in any
action, proceeding or investigation brought by any shareholder of the Company,
in connection with or as a result of the consummation of the transactions
contemplated by the Transaction Documents, or if Investor is impleaded in any
such action, proceeding or investigation by any person (other than as a result


of a breach of the Investor's representations and warranties set forth in this
Agreement); or (II)Investor becomes involved in any capacity in any action,
proceeding or investigation brought by the SEC against or involving the Company
or in connection with or as a result of the consummation of the transactions
contemplated by the Transaction Documents (other than as a result of a breach of
the Investor's representations and warranties set forth in this Agreement), or
if Investor is impleaded in any such action, proceeding or investigation by any
person, then in any such case, the Company will reimburse Investor for its
reasonable legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred. In
addition, other than with respect to any matter in which Investor is a named
party, the Company will pay to Investor the charges, as reasonably determined by
Investor, for the time of any officers or employees of Investor devoted to
appearing and preparing to appear as witnesses, assisting in preparation for
hearings, trials or pretrial matters, or otherwise with respect to inquiries,
hearing, trials, and other proceedings relating to the subject matter of this
Agreement. The reimbursement obligations of the Company under this section shall
be in addition to any liability which the Company may otherwise have, shall
extend upon the same terms and conditions to any affiliates of Investor that are
actually named in such action, proceeding or investigation, and partners,
directors, agents, employees, attorneys, accountants, auditors and controlling
persons (if any), as the case may be, of Investor and any such affiliate, and
shall be binding upon and inure to the benefit of any successors of the Company,
Investor and any such affiliate and any such person.

(M) TRANSFER AGENT. Upon effectiveness of the Registration Statement, the
Company shall deliver instructions to its transfer agent to issue shares of
Common Stock to the Investor free of restrictive legends for any Puts completed
by the Company.

SECTION 6. COVER.

If the number of Shares represented by any Put Notice (s) become restricted or
are no longer freely trading for any reason, and after the applicable Closing
Date, the Investor purchases, in an open market transaction or otherwise, the
Company's Common Stock (the "Covering Shares") in order to make delivery in
satisfaction of a sale of Common Stock by the Investor (the "Sold Shares"),
which delivery such Investor anticipated to make using the Shares represented by
the Put Notice (a "Buy-In"), the Company shall pay to the Investor the Buy-In
Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the
amount equal to the excess, if any, of (A) the Investor's total purchase price
(including brokerage commissions, if any) for the Covering Shares over (B) the
net proceeds (after brokerage commissions, if any) received by the Investor from
the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount
to the Investor in immediately available funds immediately upon demand by the
Investor. By way of illustration and not in limitation of the foregoing, if the
Investor purchases Common Stock having a total purchase price (including
brokerage commissions) of $11,000 to cover a Buy-In with respect to the Common
Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which
the Company will be required to pay to the Investor will be $1,000.


SECTION 7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.

The obligation hereunder of the Company to issue and sell the Securities to the
Investor is further subject to the satisfaction, at or before each Closing Date,
of each of the following conditions set forth below. These conditions are for
the Company's sole benefit and may be waived by the Company at any time in its
sole discretion.

(A) The Investor shall have executed each of this Agreement and the Registration
Rights Agreement and delivered the same to the Company.

(B) The Investor shall have delivered to the Company the Purchase Price for the
Securities being purchased by the Investor between the end of the Pricing Period
and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit G)
After receipt of confirmation of delivery of such Securities to the Investor,
the Investor, by wire transfer of immediately available funds pursuant to the
wire instructions provided by the Company will disburse the funds constituting
the Purchase Amount.

(C) No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

SECTION 8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

The obligation of the Investor hereunder to purchase Shares is subject to the
satisfaction, on or before each Closing Date, of each of the following
conditions set forth below.

(A) The Company shall have executed each of the Transaction Documents and
delivered the same to the Investor.

(B) The Common Stock shall be authorized for quotation on the Principal Market
and trading in the Common Stock shall not have been suspended by the Principal
Market or the SEC, at any time beginning on the date hereof and through and
including the respective Closing Date (excluding suspensions of not more than
one (1) Trading Day resulting from business announcements by the Company,
provided that such suspensions occur prior to the Company's delivery of the Put
Notice related to such Closing).


(C) The representations and warranties of the Company shall be true and correct
as of the date when made and as of the applicable Closing Date as though made at
that time (except for (I) representations and warranties that speak as of a
specific date and (II) with respect to the representations made in Sections
4(g), (h) and (j) and the third sentence of Section 4(k) hereof, events which
occur on or after the date of this Agreement and are disclosed in SEC filings
made by the Company at least ten (10) Trading Days prior to the applicable Put
Notice Date) and the Company shall have performed, satisfied and complied with
the covenants, agreements and conditions required by the Transaction Documents
to be performed, satisfied or complied with by the Company on or before such
Closing Date. The Investor may request an update as of such Closing Date
regarding the representation contained in Section 4(c) above.


(D) The Company shall have executed and delivered to the Investor the
certificates representing, or have executed electronic book-entry transfer of,
the Securities (in such denominations as such Investor shall request) being
purchased by the Investor at such Closing.

(E) The Board of Directors of the Company shall have adopted resolutions
consistent with Section 4(b)(ii) above (the "Resolutions") and such Resolutions
shall not have been amended or rescinded prior to such Closing Date.

(F) Reserved (G) No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

(H) The Registration Statement shall be effective on each Closing Date and no
stop order suspending the effectiveness of the Registration statement shall be
in effect or to the Company's knowledge shall be pending or threatened.
Furthermore, on each Closing Date(I) neither the Company nor Investor shall
have received notice that the SEC has issued or intends to issue a stop order
with respect to such Registration Statement or that the SEC otherwise has
suspended or withdrawn the effectiveness of such Registration Statement, either
temporarily or permanently, or intends or has threatened to do so (unless the
SEC's concerns have been addressed and Investor is reasonably satisfied that the
SEC no longer is considering or intends to take such action), and (II) no other
suspension of the use or withdrawal of the effectiveness of such Registration
Statement or related prospectus shall exist.

(I) At the time of each Closing, the Registration Statement (including
information or documents incorporated by reference therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading or which would require public
disclosure or an update supplement to the prospectus.


(J) If applicable, the shareholders of the Company shall have approved the
issuance of any Shares in excess of the Maximum Common Stock Issuance in
accordance with Section 2(i) or the Company shall have obtained appropriate
approval pursuant to the requirements of Nevada law and the Company's Articles
of Incorporation and By-laws.

(K) The conditions to such Closing set forth in Section 2(f) shall have been
satisfied on or before such Closing Date.

(L) The Company shall have certified to the Investor the number of Shares of
Common Stock outstanding when a Put Notice is given to the Investor. SECTION 9.
TERMINATION. This Agreement shall terminate upon any of the following events:
(I) when the Investor has purchased an aggregate of Ten Million dollars
($10,000,000) in the Common Stock of the Company pursuant to this Agreement;
(II) on the date which is thirty-six (36) months after the Effective Date;

SECTION 10. SUSPENSION

This Agreement shall be suspended upon any of the following events, and shall
remain suspended until such event is rectified:

     (I) the trading of the Common Stock is suspended by the SEC, the Principal
Market or the NASD for a period of two (2) consecutive Trading Days during the
Open Period;

     (II) The Common Stock ceases to be registered under the 1934 Act or listed
or traded on the Principal Market. Upon the occurrence of one (1) of the
above-described events, the Company shall send written notice of such event to
the Investor.

SECTION 11. INDEMNIFICATION.

In consideration of the parties mutual obligations set forth In the Transaction
Documents, each of the parties (in such capacity, an "Indemnitor") shall defend,
protect, indemnify and hold harmless the other and all of the other party's
shareholders, officers, directors, employees, counsel, and direct or indirect
investors and any of the foregoing person's agents or other representatives
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "Indemnitees")
from and against any and all actions, causes of action, suits, claims, losses,


costs, penalties, fees, liabilities and damages, and reasonable expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (I)
any misrepresentation or breach of any representation or warranty made by the
Indemnitor or any other certificate, instrument or document contemplated hereby
or thereby; (II) any breach of any covenant, agreement or obligation of the
Indemnitor contained in the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby; or (III) any cause of
action, suit or claim brought or made against such Indemnitee by a third party
and arising out of or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, except insofar as any such
misrepresentation, breach or any untrue statement, alleged untrue statement,
omission or alleged omission is made in reliance upon and in conformity with
information furnished to Indemnitor which is specifically intended for use in
the preparation of any such Registration Statement, preliminary prospectus,
prospectus or amendments to the prospectus. To the extent that the foregoing
undertaking by the Indemnitor may be unenforceable for any reason, the
Indemnitor shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law. The indemnity provisions contained herein shall be in addition to any cause
of action or similar rights Indemnitor may have, and any liabilities the
Indemnitor or the Indemnitees may be subject to.

SECTION 12. GOVERNING LAW; MISCELLANEOUS.

(A) GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts without regard to
the principles of conflict of laws. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of
Boston, County of Suffolk, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.


(B) LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the
Transaction Documents, each party shall pay the fees and expenses of its
advisers, counsel, the accountants and other experts, if any, and all other
expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. Any attorneys' fees and
expenses incurred by either the Company or by the Investor in connection with
the preparation, negotiation, execution and delivery of any amendments to this
Agreement or relating to the enforcement of the rights of any party, after the
occurrence of any breach of the terms of this Agreement by another party or any
default by another party in respect of the transactions contemplated hereunder,
shall be paid on demand by the party which breached the Agreement and/or
defaulted, as the case may be. The Company shall pay all stamp and other taxes
and duties levied in connection with the issuance of any Securities.

(C) COUNTERPARTS. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party; provided that a facsimile signature shall be
considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not a facsimile
signature.

(D) HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. Whenever required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

(E) SEVERABILITY. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.

(F) ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all other prior oral
or written agreements between the Investor, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and
this Agreement and the instruments referenced herein (including the other
Transaction Documents) contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor the Investor makes any
representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be amended other than by an instrument in
writing signed by the Company and the Investor, and no provision hereof may be
waived other than by an instrument in writing signed by the party against whom
enforcement is sought.


(G) NOTICES. Any notices or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered (I) upon receipt, when delivered personally; (II) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (III) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Apolo Gold & Energy, Inc.
#1209 - 409 Granville St.
Vancouver, British Columbia, V6C 1T2

Telephone:        604-687-4150
Facsimile:        604-687-4155

If to the Investor:

Dutchess Private Equities Fund, LP, II
312 Stuart Street
Boston, MA 02116
Telephone: 617-960-3582
Facsimile: 617-249-0947


Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.

(H) NO ASSIGNMENT. This Agreement may not be assigned.

(I) NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of
the parties hereto and is not for the benefit of, nor may any provision hereof
be enforced by, any other person.

(J) SURVIVAL. The representations and warranties of the Company and the Investor
contained in Sections 2 and 3, the agreements and covenants set forth in
Sections 4 and 5, and the indemnification provisions set forth in Section 10,
shall survive each of the Closings and the termination of this Agreement.

 (K) PUBLICITY. The Company and Investor shall consult with each other in
issuing any press releases or otherwise making public statements with respect to
the transactions contemplated hereby and no party shall issue any such press
release or otherwise make any such public statement without the prior consent of


the other parties, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by
law, in which such case the disclosing party shall provide the other parties
with prior notice of such public statement. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of Investor without the prior
consent of such Investor, except to the extent required by law. Investor
acknowledges that this Agreement and all or part of the Transaction Documents
may be deemed to be "material contracts" as that term is defined by Item
601(b)(10) of Regulation S-B, and that the Company may therefore be required to
file such documents as exhibits to reports or registration statements filed
under the 1933 Act or the 1934 Act. Investor further agrees that the status of
such documents and materials as material contracts shall be determined solely by
the Company, in consultation with its counsel.

(L) FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

(M) PLACEMENT AGENT. The Company agrees to pay , a registered broker dealer
percent ( %) of the Put Amount on each draw toward the fee. The Investor shall
have no obligation with respect to any fees or with respect to any claims made
by or on behalf of other persons or entities for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by
the Transaction Documents. The Company shall indemnify and hold harmless the
Investor, their employees, officers, directors, agents, and partners, and their
respective affiliates, from and against all claims, losses, damages, costs
(including the costs of preparation and attorney's fees) and expenses incurred
in respect of any such claimed or existing fees, as such fees and expenses are
incurred.

(N) NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

(O) REMEDIES. The Investor and each holder of the Shares shall have all rights
and remedies set forth in this Agreement and the Registration Rights Agreement
and all rights and remedies which such holders have been granted at any time
under any other agreement or contract and all of the rights which such holders
have under any law. Any person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages by reason of any default or breach
of any provision of this Agreement, including the recovery of reasonable
attorneys fees and costs, and to exercise all other rights granted by law.



(P) PAYMENT SET ASIDE. To the extent that the Company makes a payment or
payments to the Investor hereunder or under the Registration Rights Agreement or
the Investor enforces or exercises its rights hereunder or hereunder, and such
payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid
or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such restoration the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

(Q) PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of
the Common Stock in this Agreement shall be as reported on Bloomberg.

SECTION 13. Non-Disclosure of Non-Public Information.

(a) The Company shall not disclose non-public information to the Investor, its
advisors, or its representatives, unless prior to disclosure of such information
the Company identifies such information, in writing, as being non-public
information and provides the Investor, such advisors and representatives with
the opportunity to accept or refuse to accept such non-public information for
review. The Company may, as a condition to disclosing any non-public information
hereunder, require the Investor's advisors and representatives to enter into a
confidentiality agreement in form reasonably satisfactory to the Company and the
Investor. (b) Nothing herein shall require the Company to disclose non-public
information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors
who purchase stock in the Company in a public offering, to money managers or to
securities analysts, provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically or
generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would cause such prospectus to include a material misstatement or to omit a
material fact required to be stated therein in order to make the statements,
therein, in light of the circumstances in which they were made, not misleading.
Nothing contained in this Section 13 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the
Investor prior to disclosure of such information) may not obtain non-public


information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.

* * *
















SIGNATURE PAGE OF INVESTMENT AGREEMENT

Your signature on this Signature Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement as of the date first written above.

The undersigned signatory hereby certifies that he has read and understands the
Investment Agreement, and the representations made by the undersigned in this
Investment Agreement are true and accurate, and agrees to be bound by its terms.


DUTCHESS PRIVATE EQUITIES FUND, II, L.P.
BY ITS GENERAL PARTNER,
DUTCHESS CAPITAL MANAGEMENT, LLC

By: /s/ Douglas H. Leighton
    ------------------------
Douglas H. Leighton, Managing Member




APOLO GOLD & ENERGY, INCORPORATED

By: /s/ Robert Dinning
    ------------------
Robert Dinning, Chief Financial Officer & Director
















LIST OF EXHIBITS


EXHIBIT  A               Registration  Rights  Agreement
EXHIBIT  B               Opinion  of  Company's  Counsel
EXHIBIT  C               [reserved]
EXHIBIT  D               Broker  Representation  Letter
EXHIBIT  E               Board  Resolution
EXHIBIT  F               Put  Notice
EXHIBIT  G               Put  Settlement  Sheet

















LIST OF SCHEDULES

Schedule 4(a) Subsidiaries
















EXHIBIT A




















EXHIBIT B
















EXHIBIT C


















EXHIBIT D
[BROKER'S LETTERHEAD]

Date
Via Facsimile
Attention:



Re: Apolo Gold & Energy, Inc.


Dear __________________: It is our understanding that the Form______
Registration Statement bearing SEC File Number ( ___-______) filed by Apolo Gold
& Energy, Inc., on Form _____ on __________, 200X was declared effective on
_________, 200X.

This letter shall confirm that ______________ shares of the common stock of
Apolo Gold & Energy, Inc., are being sold on behalf of __________________ and
that we shall comply with the prospectus delivery requirements set forth in that
Registration Statement by filing the same with the purchaser.

If you have any questions please do not hesitate to call.

Sincerely,



______________________________



cc:









EXHIBIT E











EXHIBIT F

Date:

RE: Put Notice Number __

Dear Mr. Leighton,

This is to inform you that as of today, Apolo Gold & Energy, Inc., a Nevada
corporation (the "Company"), hereby elects to exercise its right pursuant to the
Investment Agreement to require Dutchess Private Equities Fund, II, LP. to
purchase shares of its common stock. The Company hereby certifies that:

The amount of this put is $__________.

The Pricing Period runs from ________ until _______.

The current number of shares issued and outstanding as of the Company are:

Regards,


Robert Dinning
Chief Financial Officer & Director
Apolo Gold & Energy, Inc.





EXHIBIT G

PUT SETTLEMENT SHEET

Date:

Robert,

Pursuant to the Put given by Apolo Gold & Energy, Inc. to Dutchess Private
Equities Fund, II, L.P. on _________________ 200x, we are now submitting the
amount of common shares for you to issue to Dutchess.

Please have a certificate bearing no restrictive legend totaling __________
shares issued to Dutchess Private Equities Fund, II, LP immediately and send via
DWAC to the following account:

XXXXXX

If not DWAC eligible, please send FedEx Priority Overnight to:

XXXXXX

Once these shares are received by us, we will have the funds wired to the
Company.

Regards,

Douglas H. Leighton













DATE. . . . . . . . . . . . . . . . . . . . .  PRICE

Date of Day 1 . . . . . . . . . . . . . . . .  Closing  Bid of Day 1
Date of Day 2 . . . . . . . . . . . . . . . .  Closing  Bid of Day 2
Date of Day 3 . . . . . . . . . . . . . . . .  Closing  Bid of Day 3
Date of Day 4 . . . . . . . . . . . . . . . .  Closing  Bid of Day 4
Date of Day 5 . . . . . . . . . . . . . . . .  Closing  Bid of Day 5






LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD
                                  ------------

PUT AMOUNT
                                  ------------

AMOUNT WIRED TO COMPANY
                                  ------------

PURCHASE PRICE (95% (NINETY-FIVE PERCENT))
                                  ------------

AMOUNT OF SHARES DUE
                                  ------------

The undersigned has completed this Put as of this ___th day of _________, 20xx.

Apolo Gold & Energy, Inc.


Robert Dinning, CFO








SCHEDULE 4(c) CAPITALIZATION












SCHEDULE 4(e) CONFLICTS





















SCHEDULE 4(g) MATERIAL CHANGES




















SCHEDULE 4(h) LITIGATION


















SCHEDULE 4(l) INTELLECTUAL PROPERTY
















SCHEDULE 4(n) LIENS

























SCHEDULE 4(t) CERTAIN TRANSACTIONS

EX-4.2

                                                                     EXHIBIT 4.2



                          REGISTRATION RIGHTS AGREEMENT

     Registration Rights Agreement (the "Agreement"), dated as of October 18,
2005, by and between Apolo Gold & Equity, Inc. , a corporation organized under
the laws of Nevada, with its principal executive office at #1209-409 Granville
Street, Vancouver B.C., Canada, V6C 1T2 (the "Company"), and Dutchess Private
Equities Fund, II, L.P., a Delaware limited partnership with its principal
office at 312 Stuart Street, Boston, MA 02116 (the "Holder").

     Whereas, in connection with the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company has agreed to issue and sell to the Investor an indeterminate number of
shares of the Company's Common Stock, without par value per share (the "Common
Stock"), to be purchased pursuant to the terms and subject to the conditions set
forth in the Investment Agreement; and

     Whereas, to induce the Investor to execute and deliver the Investment
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable state securities laws, with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.

     Now therefore, in consideration of the foregoing premises and the mutual
covenants contained hereinafter and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investor hereby agree as follows:

     Section 1. DEFINITIONS.
                ------------

     As used in this Agreement, the following terms shall have the following
meanings:

     "Execution Date" means the date first written above.

     "Investor" means Dutchess Private Equities Fund, II, L.P., a Delaware
limited partnership.

     "Person" means a corporation, a limited liability company, an association,
a partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.

     "Potential Material Event" means any of the following: (i) the possession
by the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of Directors of the Company that disclosure of such information in the
Registration Statement would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in the good faith determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the Registration Statement would be materially
misleading absent the inclusion of such information.

     "Principal Market" shall mean The American Stock Exchange, National
Association of Securities Dealer's, Inc. Over-the-Counter electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal market on which the Common Stock is listed.

         "Register," "Registered," and "Registration" refer to a registration
effected by preparing and filing one (1) or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange Commission (the
"SEC").


     "Registrable Securities" means (i) the shares of Common Stock issued or
issuable pursuant to the Investment Agreement, and (ii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, which have not been (x) included in a Registration
Statement that has been declared effective by the SEC or (y) sold under
circumstances meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the 1933 Act.

     "Registration Statement" means a registration statement of the Company
filed under the 1933 Act covering the Registrable Securities.

     All capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them as in the Investment
Agreement.


     Section 2. REGISTRATION.
                -------------

     (a) On or before the execution of this Agreement, the Company shall have
provided a draft of the Registration Statement covering the Registrable
Securities to the Investor. The Company shall, as soon as practicable, but not
later than thirty (30) calendar days following the Execution of this agreement,
file with the SEC a Registration Statement or Registration Statements (as is
necessary) on Form SB-2 (or, if such form is unavailable for such a
registration, on such other form as is available for such a registration),
covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the
1933 Act, such Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon stock splits,
stock dividends or similar transactions. The Company shall initially register
for resale 100,000,000 shares of Common Stock which would be issuable on the
date preceding the filing of the Registration Statement based on the closing bid
price of the Company's Common Stock on such date and the amount reasonably
calculated that represents Common Stock issuable to other parties as set forth
in the Investment Agreement except to the extent that the SEC requires the share
amount to be reduced as a condition of effectiveness..

     (b) The Company shall use commercially reasonable efforts to have the
Registration Statement(s) declared effective by the SEC within ninety (90)
calendar days after the Execution Date.

     (c) The Company agrees not to include any other securities in the
Registration Statement covering the Registrable Securities without Investor's
prior written consent which Investor may withhold in its sole discretion.
Furthermore, the Company agrees that it will not file any other Registration
Statement for other securities, until thirty calendar days after the
Registration Statement for the Registrable Securities is declared effective by
the SEC.

     Section 3. RELATED OBLIGATIONS.
                -------------------

     At such time as the Company is obligated to prepare and file a Registration
Statement with the SEC pursuant to Section 2(a), the Company will effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, with respect thereto, the Company shall have
the following obligations:


     (a) The Company shall use commercially reasonable efforts to cause such
Registration Statement relating to the Registrable Securities to become
effective within ninety (90) days after the Execution Date and shall keep such
Registration Statement effective until the earlier to occur of (i) the date on
which (A) the Investor shall have sold all the Registrable Securities; and (B)
the Investor has no right to acquire any additional shares of Common Stock under
the Investment Agreement (the "Registration Period"). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading. The Company shall use its best efforts to respond to all SEC
comments within seven (7) business days from receipt of such comments by the
Company. The Company shall use its best efforts to cause the Registration
Statement relating to the Registrable Securities to become effective no later
than three (3) business days after notice from the SEC that the Registration
Statement may be declared effective. The Investor agrees to provide all
information which it is required by law to provide to the Company, including the
intended method of disposition of the Registrable Securities, and the Company's
obligations set forth above shall be conditioned on the receipt of such
information.

     (b) The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement
effective during the Registration Period, and, during such period, comply with
the provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the Investor
thereof as set forth in such Registration Statement. In the event the number of
shares of Common Stock covered by a Registration Statement filed pursuant to
this Agreement is at any time insufficient to cover all of the Registrable
Securities, the Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable, but in any event within thirty (30) calendar days after the
necessity therefor arises (based on the then Purchase Price of the Common Stock
and other relevant factors on which the Company reasonably elects to rely),
assuming the Company has sufficient authorized shares at that time, and if it
does not, within thirty (30) calendar days after such shares are authorized. The
Company shall use commercially reasonable efforts to cause such amendment and/or
new Registration Statement to become effective as soon as practicable following
the filing thereof.

     (c) The Company shall make available to the Investor whose Registrable
Securities are included in any Registration Statement and its legal counsel
without charge (i) promptly after the same is prepared and filed with the SEC at
least one (1) copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits, the prospectus included in such Registration
Statement (including each preliminary prospectus) and, with regards to such
Registration Statement(s), any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives; (ii) upon the effectiveness of
any Registration Statement, the Company shall make available copies of the
prospectus, via EDGAR, included in such Registration Statement and all
amendments and supplements thereto; and (iii) such other documents, including
copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the
Registrable Securities.

     (d) The Company shall use commercially reasonable efforts to (i) register
and qualify the Registrable Securities covered by a Registration Statement under
such other securities or "blue sky" laws of such states in the United States as
any Investor reasonably requests; (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period; (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), or (y) subject itself to general taxation in any such
jurisdiction. The Company shall promptly notify each Investor who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or "blue sky" laws of any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.



     (e) As promptly as practicable after becoming aware of such event, the
Company shall notify Investor in writing of the happening of any event as a
result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading ("Registration Default") and use all diligent efforts to promptly
prepare a supplement or amendment to such Registration Statement and take any
other necessary steps to cure the Registration Default, (which, if such
Registration Statement is on Form S-3, may consist of a document to be filed by
the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act (as defined below) and to be incorporated by reference in the
prospectus) to correct such untrue statement or omission, and make available
copies of such supplement or amendment to each Investor. The Company shall also
promptly notify Investor (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective (the Company will prepare
notification of such effectiveness which shall be delivered to the Investor on
the same day of such effectiveness and by overnight mail), additionally, the
Company will promptly provide to the Investor, a copy of the effectiveness order
prepared by the SEC once it is received by the Company; (ii) of any request by
the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, (iii) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if Registration Statement is stale as a result of the
Company's failure to timely file its financials or otherwise. The Company
acknowledges that its failure to cure the Registration Default within ten (10)
business days will cause the Investor to suffer damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include a provision for liquidated damages. The parties acknowledge and agree
that the liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form and amount of such liquidated damages are reasonable and will not
constitute a penalty. It is the intention of the parties that interest payable
under any of the terms of this Agreement shall not exceed the maximum amount
permitted under any applicable law. If a law, which applies to this Agreement
which sets the maximum interest amount, is finally interpreted so that the
interest in connection with this Agreement exceeds the permitted limits, then:
(1) any such interest shall be reduced by the amount necessary to reduce the
interest to the permitted limit; and (2) any sums already collected (if any)
from the Company which exceed the permitted limits will be refunded to the
Company. The Investor may choose to make this refund by reducing the amount that
the Company owes under this Agreement or by making a direct payment to the
Company. If a refund reduces the amount that the Company owes the Investor, the
reduction will be treated as a partial payment. In case any provision of this
Agreement is held by a court of competent jurisdiction to be excessive in scope
or otherwise invalid or unenforceable, such provision shall be adjusted rather
than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of
this Agreement will not in any way be affected or impaired thereby.

     (f) The Company shall use commercially reasonable efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify the Investor who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.

     (g) The Company shall permit the Investor and one (1) legal counsel,
designated by the Investor, to review and comment upon a Registration Statement
and all amendments and supplements thereto at least seven (7) business days
prior to their filing with the SEC, and not file any document in a form to which
such counsel reasonably objects. The Company may request to shorten the



Investor's review period and the Investor will, if possible, attempt to comply
with the accelerated review period. The Company shall not submit to the SEC a
request for acceleration of the effectiveness of a Registration Statement or
file with the SEC a Registration Statement or any amendment or supplement
thereto without the prior approval of such counsel or the Investor, which
approval shall not be unreasonably withheld.

     (h) At the request of the Investor, the Company shall cause to be furnished
to Investor, on the date of the effectiveness of a Registration Statement, a
legal opinion, in form and substance reasonably acceptable to Investor's
counsel, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement.

     (i) The Company shall hold in confidence and not make any disclosure of
information concerning a Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of
such information concerning a Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to such Investor and allow such Investor, at the Investor's
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

     (j) The Company shall use commercially reasonable efforts to maintain
designation and quotation of all the Registrable Securities covered by any
Registration Statement on the Principal Market. If, despite the Company's best
efforts, the Company is unsuccessful in satisfying the preceding sentence, it
shall use commercially reasonable efforts to cause all the Registrable
Securities covered by any Registration Statement to be listed on each other
national securities exchange and automated quotation system, if any, on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange or system. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(j).

     (k) The Company shall cooperate with the Investor to facilitate the prompt
preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the Investor may reasonably request.

     (l) The Company shall provide a transfer agent for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed pursuant hereto.

     (m) If requested by the Investor, the Company shall (i) as soon as
reasonably practical incorporate in a prospectus supplement or post-effective
amendment such information as such Investor reasonably determines should be
included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the
offering of the Registrable Securities to be sold in such offering; (ii) make
all required filings of such prospectus supplement or post-effective amendment
as soon as reasonably possible after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably
requested by such Investor.

     (n) The Company shall use commercially reasonable efforts to cause the
Registrable Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to consummate the disposition of such Registrable
Securities.

     (o) The Company shall otherwise use commercially reasonable efforts to
comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.



     (p) Within one (1) business day after the Registration Statement which
includes Registrable Securities is declared effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared
effective by the SEC.

     (q) The Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to a Registration Statement.


     Section 4. OBLIGATIONS OF THE INVESTOR.
                ----------------------------

     (a) At least five (5) calendar days prior to the first anticipated filing
date of a Registration Statement the Company shall notify the Investor in
writing of the information the Company requires from Investor if Investor elects
to have any of the Registrable Securities included in such Registration
Statement. It shall be a condition precedent to the obligations of the Company
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of the Investor and Investor shall furnish in writing to
the Company such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held
by it as shall reasonably be required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. Investor covenants and
agrees that, in connection with any sale of Registrable Securities by it
pursuant to a Registration Statement, it shall comply with the "Plan of
Distribution" section of the current prospectus relating to such Registration
Statement.

     (b) The Investor, by Investor's acceptance of the Registrable Securities,
agrees to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder, unless Investor has notified the Company in writing of an election to
exclude all Investor's Registrable Securities from such Registration Statement.

     (c) The Investor agrees that, upon receipt of written notice from the
Company of the happening of any event of the kind described in Section 3(f) or
the first sentence of 3(e), such Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until Investor's receipt of the copies of
the supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of 3(e)


     Section 5. EXPENSES OF REGISTRATION.
                ------------------------

     All expenses, other than underwriting discounts and commissions and other
than as set forth in the Investment Agreement, incurred in connection with
registrations including comments, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel for the Company or for the Investor shall be paid by the Company.


     Section 6. INDEMNIFICATION.
                ---------------

     In the event any Registrable Securities are included in a Registration
Statement under this Agreement:


         (a) To the fullest extent permitted by law, the Company will, and
hereby does, indemnify, hold harmless and defend Investor who holds Registrable
Securities, the directors, officers, partners, employees, counsel, agents,
representatives of, and each Person, if any, who controls, any Investor within
the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the "1934 Act") (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, attorneys'
fees, amounts paid in settlement or expenses, joint or several (collectively,
"Claims"), incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by
or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which the Investor has requested
in writing that the Company register or qualify the Shares ("Blue Sky Filing"),
or the omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which the statements therein were made, not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein
were made, not misleading, or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, "Violations"). Subject to the restrictions set forth in
Section 6(c) the Company shall reimburse the Investor and each such controlling
person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based upon a Violation which is due to the inclusion in the Registration
Statement of the information furnished to the Company by any Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (ii) shall not be
available to the extent such Claim is based on (a) a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company
or (b) the Indemnified Person's use of an incorrect prospectus despite being
promptly advised in advance by the Company in writing not to use such incorrect
prospectus; (iii) any claims based on the manner of sale of the Registrable
Securities by the Investor or of the Investor's failure to register as a dealer
under applicable securities laws; (iv) any omission of the Investor to notify
the Company of any material fact that should be stated in the Registration
Statement or prospectus relating to the Investor or the manner of sale; and (v)
any amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the resale of the Registrable Securities by the Investor
pursuant to the Registration Statement.

     (b) In connection with any Registration Statement in which Investor is
participating, Investor agrees to severally and jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement, each Person, if any, who controls the Company within the
meaning of the 1933 Act or the 1934 Act and the Company's agents (collectively
and together with an Indemnified Person, an "Indemnified Party"), against any
Claim or Indemnified Damages to which any of them may become subject, under the
1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation is due to the inclusion in
the Registration Statement of the written information furnished to the Company
by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(c), such Investor will reimburse any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such



Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the resale of the Registrable Securities by the Investor
pursuant to the Registration Statement. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus were corrected on a timely basis in the
prospectus, as then amended or supplemented. This indemnification provision
shall apply separately to each Investor and liability hereunder shall not be
joint and several.

     (c) Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the Indemnified Person or
Indemnified Party, the representation by counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding. The indemnifying party shall pay for only one (1) separate legal
counsel for the Indemnified Persons or the Indemnified Parties, as applicable,
and such counsel shall be selected by the Investor, if the Investor are entitled
to indemnification hereunder, or the Company, if the Company is entitled to
indemnification hereunder, as applicable. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully appraised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such Claim. Following indemnification
as provided for hereunder, the indemnifying party shall be surrogated to all
rights of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.

     (d) The indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.



     Section 7. CONTRIBUTION.
                -------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no
contribution shall be made under circumstances where the maker would not have
been liable for indemnification under the fault standards set forth in Section
6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.


     Section 8. REPORTS UNDER THE 1934 ACT.
                ---------------------------

     With a view to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investor to sell securities of the Company
to the public without registration ("Rule 144"), the Company agrees to:

     (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

     (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long as the
Company remains subject to such requirements (it being understood that nothing
herein shall limit the Company's obligations under Section 5(c) of the
Investment Agreement) and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and

     (c) furnish to the Investor, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested to
permit the Investor to sell such securities pursuant to Rule 144 without
registration.


     Section 9. NO ASSIGNMENT OF REGISTRATION RIGHTS.
                -------------------------------------

     The rights under this Agreement shall not be assignable.

     Section 10. AMENDMENT OF REGISTRATION RIGHTS.
                 ---------------------------------

     Provisions of this Agreement may be amended only with the written consent
of the Company and Investor.

     Section 11. MISCELLANEOUS.
                 --------------

     (a) Any notices or other communications required or permitted to be given
under the terms of this Agreement that must be in writing will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided a confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one
(1) day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



                  If to the Company:

                           Apolo Gold & Energy, Inc.
                           1209-409 Granville Street
                           Vancouver, British Columbia
                           V6C 1T2
                           Telephone:       604-687-4150
                           Facsimile:       604-687-4155

                  If to the Investor:

                           Dutchess Private Equities Fund, II, LP
                           312 Stuart St, Third Floor
                           Boston, MA 02116
                           Telephone:       617-960-3570
                           Facsimile:       617-960-3772

     Each party shall provide five (5) business days prior notice to the other
party of any change in address, phone number or facsimile number.

     (b) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (c) The laws of the Commonwealth of Massachusetts shall govern all issues
arising from or related to this Agreement without regard to the principles of
conflict of laws. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Boston,
County of Suffolk, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

     (d) This Agreement and the Transaction Documents constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein.

     (e) This Agreement and the Transaction Documents supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.

     (f) The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the context of this Agreement, the singular shall include the plural and
masculine shall include the feminine. This Agreement shall not be construed as
if it had been prepared by one of the parties, but rather as if all the parties
had prepared the same.

     (g) This Agreement may be executed in two or more identical counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.



     (h) Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.



                                      * * *









                                 SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


Your signature on this Signature Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement as of the date first written above.


The undersigned signatory hereby certifies that he has read and understands the
Registration Rights Agreement, and the representations made by the undersigned
in this Registration Rights Agreement are true and accurate, and agrees to be
bound by its terms.


                                       DUTCHESS PRIVATE EQUITIES FUND, II, L.P.,
                                       BY ITS GENERAL PARTNER,
                                       DUTCHESS CAPITAL MANAGEMENT, LLC



                                       By: /s/ Douglas H. Leighton
                                           -----------------------
                                           Douglas H. Leighton, Managing Member



APOLO GOLD & ENERGY, INC.



By: /s/ Robert Dinning
    -------------------
    Robert Dinning, Chief Financial Officer & Director

EX-5.1

                                                                     EXHIBIT 5.1


DENNIS  BROVARONE
ATTORNEY  AND  COUNSELOR  AT  LAW
18 Mountain Laurel Drive
Littleton, Colorado 80127
Phone: 303 466 4092 / Fax: 303 466 4826

October 18, 2005

Board of Directors
Apolo Gold & Energy Inc.

Re:      Registration Statement on Form SB-2

Gentlemen:

You have requested my opinion as to the legality of the issuance by Apolo Gold &
Energy Inc., (the "Corporation") of up to 105,259,779 shares of Common Stock
(the "Shares") The Shares are the subject of the Registration Statement on Form
SB-2 (the "Registration Statement") to be filed on or about October 18, 2005.

Pursuant to your request I have reviewed and examined:(1)The Articles of
Incorporation of the Corporation, as amended (the "Articles"); (2) The Bylaws of
the Corporation, as certified by the Secretary of the Corporation; (3) The
minute book of the Corporation; (4) A copy of certain resolutions of the Board
of Directors of the Corporation; (5) The Registration Statement; and (6) such
other matters as I have deemed relevant in order to form my opinion.

Based upon the foregoing, and subject to the qualifications set forth below, I
am of the opinion that pursuant to the statutes and constitution of the State of
Nevada and reported decisions interpreting those laws, the 100,000,000 Shares
issue-able to Dutchess Private Equities Fund, II, LP, and the 1,000,000 shares
issue-able to Maureen McKnight have been duly authorized and when issued and
sold in the manner described in the registration statement, the shares will be
validly issued, fully paid and non-assessable. I am further of the opinion that
the 4,259,779 of the remaining selling securities holders have been duly
authorized are validly issued, fully paid and non-assessable and may be sold in
the manner described in the registration statement.

My opinion is subject to the qualification that no opinion is expressed herein
as to the application of state securities or Blue Sky laws.

Not withstanding the above, I consent to the use of this opinion in the
Registration Statement and to the reference to me in the Legal Matters section
of the Prospectus contained in the Registration Statement. In giving my consent,
I do not admit that I come without the category of persons whose consent is
required under Section 7 of the Securities and Exchange Commission promulgated
thereunder.

Very truly yours,

/s/ DENNIS BROVARONE
- --------------------
Dennis Brovarone

EX-10.4

                                                                    EXHIBIT 10.4


                             APOLO GOLD & ENERGY INC
                                                        #1209 - 409 Granville St
                                                                  Vancouver B.C.
                                                                         V6C 1T2

                                                             Tel  (604)-687-4150
                                                              Fax (604) 687-4155
                                                 e-mail: dinningrobert@yahoo.com


August 16, 2005


Atna Resources Ltd
510 Burrard St
Vancouver BC
Canada

Attention David Watkins, President


Re:      Letter of Intent re Beowawe Project, Nevada


Dear David

Further to various discussions with Brant Little, Advisor to the Board, Apolo
Gold & Energy Inc, please find enclosed in principle, proposed terms for a
Letter of Intent to be executed by August 19, 2005. Based on discussions to
date, it is our understanding that Atna Resources Ltd will be preparing the
Joint Venture Agreement.

The points agreed to are as follows:

     1)   Apolo Gold will issue 100,000 restricted shares on execution of Joint
          Venture Agreement.

     2)   Apolo Gold will issue 50,000 restricted shares on first anniversary of
          Joint Venture Agreement, or $50,000 worth of restricted shares based
          on the market price for 20 trading days prior to the anniversary date,
          whichever is greater.

     3)   The default period on underlying agreements is a letter of notice
          within 10 days, and 30 days grace thereafter.

     4)   A work commitment by Apolo of $1,700,000 over 4 years for a 55%
          interest in the project. Apolo will be the operator. The work
          commitment will be:

                     Year 1           $250,000US (plus Underlying Agreements)
                     Year 2           $350,000US (Parcels 1,2,3,4)
                     Year 3           $450,000US
                     Year 4           $650,000US



     4a)  Apolo Gold will be responsible to fund all payments for Underlying
          Agreements, taxes and fees over and above the earn-in expenditures
          (4), for a period of 6 months following the termination of the
          Agreement.

     5)   Apolo to have 30 day due diligence period from date of signing of
          Letter of Intent.

     6)   Apolo will have an Option to undertake a bankable feasibility study,
          wherein their interest will increase to 70%. Atna will retain 30%
          interest and then have 60 days to decide whether to participate in
          project financing after tabling of bankable feasibility study. If Atna
          does not participate, then Atna will be diluted to a 15% Net Profits
          Interest. Both Apolo and Atna will execute confidentiality agreements
          prior to review of technical data. Atna agrees to provide unrestricted
          access to all technical data pertaining to the Beowawe Project to
          Apolo Gold.

     7)   Atna acknowledges that permits are in place for 1 year for Private
          Land and BLM land.

     8)   Apolo Gold agrees to provide quarterly reports to Atna re its work
          commitment on Boewawe and to provide copies of all technical
          information, drill logs, assays and surveys.

     9)   The parties agree to any further undertakings as necessary provided
          both parties are in agreement.

     10)  Apolo will conform with all the obligations and requirements under the
          Underlying Agreements.

     11)  Apolo Gold will maintain the claims and the land will be in good
          standing unless both parties agree to drop portions thereof.


Apolo Gold & Energy Inc.



/s/ ROBERT E. LEE
- -----------------
Vice-President/Director



Atna Resources Ltd


/s/ DAVID WATKINS
- ------------------
President & CEO

EX-10.5

                                                                    EXHIBIT 10.5

                                                             Ms Maureen McKnight
                                                           #409-1730 Pendrell St
                                                             Vancouver BC Canada
                                                                         V6G 3A3
                                                               Tel: 604-681-7642

August 22, 2005

Brant Little - Advisor
C/o Apolo Gold & Energy Inc
#1209-409 Granville St
Vancouver BC Canada V6C 1T2

Re:      Beowawe Property - Nevada

Further to various meetings and discussions related to the Beowawe Property in
Nevada under option to Atna Resources Ltd of Vancouver, I wish to confirm the
following:

1.   This property is currently under option by Atna Resources Ltd who in turn
     have advised that its partner in the project, Prospector Consolidated
     Resources Inc have advised in writing that they were submitting a
     Quit-Claim Deed terminating their option to participate in the exploration
     of this property.

2.   I have previously brought to your attention the opportunity pertaining to
     the property and advised you that I would expect a finders fee should you
     complete an agreement with Atna Resources Ltd.

3.   I am advised further by you that you have entered into a Letter of Intent
     with Atna Resources Ltd wherein you can become a 55% partner by spending
     roughly $2,200,000 over a four year period. This Letter of Intent is
     subject to a 30 day testing period wherein you have the right to opt out if
     not satisfied.

4.   As agreed with Apolo - I wish to receive a total of 1,000,000 freely
     tradable common shares of Apolo Gold & Energy Inc as a finder's fee for
     this introduction. I recognize that you have yet to sign a definitive Joint
     Venture Agreement and I also recognize that you are about to file an SB-2
     statement re financing. Please include the 1,000,000 shares in your SB2,
     which I acknowledge will be cancelled should the Joint Venture Agreement
     not be executed and you terminate the Letter of Intent.

Please acknowledge the terms as outlined above.
                                                    Accepted As Presented

                                                     Apolo Gold & Energy Inc

/s/ Maureen McKnight                                 /s/ Robert Dinning
- --------------------                                 ----------------------
Maureen McKnight                                     Authorized Signatory

EX-23.2

                                                                    Exhibit 23.2




Board of Directors
Apolo Gold & Energy Inc.
Vancouver, B.C. Canada




              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


We consent to the use of our report dated August 22, 2005 on the financial
statements of Apolo Gold & Energy Inc. as of June 30, 2005 and the period then
ended, and the inclusion of our name under the heading "Experts" in the Form
SB-2 Registration Statement filed with the Securities and Exchange Commission.


/s/ Williams & Webster, P.S.
- ----------------------------
Williams & Webster, P.S.
Spokane, Washington

October 18, 2005