FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the three month period ended: September 30, 1999
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-27791
APOLO GOLD, INC.
----------------
(Exact name of registrant as specified in its charter)
NEVADA
------ ------
(State of incorporation) (IRS Employer ID No.)
1458 - 409 Granville Street
Vancouver, BC V6C 1T2
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (604) 687-4150
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
As of December 22, 1999, the Registrant had 16,512,250 Shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one); Yes No X
<PAGE>
Part I Financial Information
APOLO GOLD, INC.
(A Developement Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
Sept 30 June 30
1999 1999
----------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 147,988 $ 10,143
Deposit 50,000 50,000
------ ------
197,988 60,143
------- ------
FIXED ASSETS
Equipment 89,847 4,100
Less accumulated depreciation (34) (34)
--- ---
Total Fixed Assets 89,813 4,066
------ -----
TOTAL ASSETS $ 287,801 $ 64,209
============ =========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loans payable $ 5,000 $ 5,000
Shareholder advance 50,000 50,000
Officer payable 189,859 189,859
------- -------
Total current liabilities 244,859 244,859
------- -------
TOTAL LIABILITIES 244,859 244,859
------- -------
COMMITMENTS AND CONTINGENCIES - -
------- -------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 200,000,000 shares authorized, $0.001
par value; 16,542,250, 12,517,800 and 12,942,250
shares issued and outstanding, respectively 16,542 12,942
Additional paid-in-capital 828,889 796,489
Stock subscriptions receivable - (250,000)
Accumulated deficit during developmental stage (802,489) (902,656)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 42,942 (343,225)
------ --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 287,801 $ (98,366)
============ =========
</TABLE>
The accompanying notes are an intergral part of these financial statements.
-2-
<PAGE>
APOLO GOLD, INC.
(A Developement Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
From
Three Mos. March 18, 1997
ending Year ending (Inception) to
Sept 30 June 30 Sept 30
1999 1999 1999
---------------------------------------------
<S> <C> <C> <C>
REVENUES $ - $ - $ 38,021
------ -------- --------
COST OF REVENUES - - -
------ -------- --------
GROSS PROFIT - - 38,021
------ -------- --------
EXPENSES
Mineral property exploration expenses 27,682 70,919 657,465
Consulting and professional fees 24,612 27,000 159,613
General and administrative expenses 10,113 2,214 23,398
Depreciation - 34 34
------ ------- --------
TOTAL EXPENSES 62,408 100,167 840,510
------ ------- -------
NET LOSS $ (62,408) $ (100,167) $ (802,489)
========== ========== ==========
NET LOSS PER COMMON SHARE $ (0.0038) $ (0.0085) $ (0.0776)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING 16,542,250 11,823,591 10,342,176
========== ========== ==========
</TABLE>
The accompanying notes are an intergral part of these financial statements
-3-
<PAGE>
APOLO GOLD, INC.
(A Developement Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Stock Deficit during Total
Number Paid-In Subscriptions Development Stockholders'
of Shares Amount Capital Receivable Stage Equity
---------- --------- ------------ ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Balance
March 18, 1997 - $ - $ - $ - $ - $ -
Issuance of shares at $0.01
per share for services 4,600,000 4,600 41,400 - - 46,000
Issuance of shares at $0.01
per share for note 5,400,000 5,400 48,600 (54,000) - -
Issuance of shares at $0.25
per share for cash 1,377,800 1,378 343,073 - - 344,451
Net loss - - - - (320,282) (320,282)
--------- -------- ------- ------- -------- --------
Balance,
December 31, 1997 11,377,800 11,378 433,073 (54,000) (320,282) 70,169
Issuance of shares at
approximately $0.25
per share for cash 140,000 140 34,608 - - 34,748
Payment of stock subscriptions
in exchange for services - - - 54,000 - 54,000
---------- ------- --------- --------- ----------- ---------
Balance forward 11,517,800 $ 11,518 $ 467,681 $ - $ (320,282) $ 158,917
---------- --------- ---------- ---------- ------------- ----------
</TABLE>
The accompanying notes are anintergral part of these financial statements.
-4-
<PAGE>
APOLO GOLD, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Stock Deficit during Total
Number Paid-In Subscriptions Development Stockholders'
of Shares Amount Capital Receivable Stage Equity
---------------------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance brought forward 11,517,800 $ 11,518 $ 467,681 $ - $ (320,282) $ 158,917
Issuance of shares at $0.25
per share for note 1,000,000 1,000 249,000 (250,000) - -
Net loss - - - - (319,632) (319,632)
---------- ------ -------- -------- --------- --------
Balance, December 31, 1998 12,517,800 12,518 716,681 (250,000) (639,914) (160,715)
Issuance of shares at $0.12
to $0.25 per share for cash 324,450 324 78,908 - - 79,232
Issuance of shares at $0.01
per share for equipment 100,000 100 900 - - 1,000
Net loss - - - - (100,167) (100,167)
---------- ------ -------- ------- -------- --------
Balance, June 30, 1999 12,942,250 12,942 796,489 (250,000) (740,081) (180,650)
Issuance of shares at $0.001
for cash 3,500,000 3,500 31,500 - - 35,000
Issuance ofshares at $0.01
for cash 100,000 100 900 - - 1,000
Payment of subscriptions rec. 250,000 250,000
Net loss - - - - (62,408) (62,408)
---------- ------- -------- -------- ----------- -------
Balance, Sept. 30, 1999 $ 16,542,250 $ 16,542 $ 828,889 $ - $ (802,489) $ 42,942
============ ========= ========== ========== ============= =========
</TABLE>
The accompanying notes are an intergral part of these financial statements
-5-
<PAGE>
APOLO GOLD, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
From
Three months Year March 18, 1997
Ending Ending (Inception) to
Sept 30, June 30, Sept 30,
1999 1999 1999
------------- ------------ ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss (62,408) $ (100,167) $ (802,489)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation - 34 34
Consulting and professional fees paid by
issuance of stock - 1,000 101,000
Decrease (increase) in:
Deposits - (50,000) (50,000)
Increase (decrease) in:
Short term notes payable - 5,000 5,992
Shareholder advance - 50,000 50,000
Officer payable - 27,942 189,859
------- ------ -------
Net cash (used) in operating activities (62,408) (66,191) (505,604)
------- ------- --------
Cash flows from investing activities:
Purchase of equipment (85,747) (4,100) (4,100)
------- ------ ------
Cash flows from financing activities:
Proceeds from collection of subscriptions rec. 250,000 250,000
Proceeds from sale of common stock 36,000 78,240 493,439
------ ------ -------
Increase (Decrease) in Cash 137,845 $ 7,949 $ 147,988
======= =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements
-6-
<PAGE>
APOLO GOLD, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From
Three Months Year March 18, 1997
Ended Ending (Inception) to
Sept 30, June 30, June 30,
1999 1999 1999
------------- ----------- --------------
<S> <C> <C> <C>
Increase (decrease) in cash - brought forward $ 137,845 $ 7,949 $ 147,988
Cash, beginning of period 155,937 147,988 -
------- ------- --------
Cash, end of period $ 293,782 $ 155,937 $ 147,988
========= ========= ==========
Supplemental disclosures:
Interest paid - $ - $ -
Income taxes paid - $ - $ -
Non-cash investing and financing activities:
Common stock issued for services - $ 1,000 $ 47,000
Common stock subscriptions paid for by services - $ - $ 54,000
Common stock issued for equipment - $ 25,000 $ 25,000
Common stock issued for debt - $ 992 $ 992
</TABLE>
The accompanying notes are an integral part of these financial statements
-6-
<PAGE>
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Apolo Gold, Inc. (the Company) was incorporated in March of 1997 under the laws
of the state of Nevada primarily for the purpose of acquiring and developing
mineral properties. The Company has been in the development stage since its
inception. The Company conducts operations primarily from its offices in
Vancouver, British Columbia, Canada. The Company has formed a subsidiary
corporation in Venezuela. Although this entity has had no financial
transactions, the Company expects to use this subsidiary later in 1999 to
acquire a Venezuelan mining property.
On May 20, 1999, the Company entered into an agreement to purchase Apologold
C.A. (a Venezuelan company). Under the agreement, Apolo expects to acquire all
of the outstanding common stock minus one share of Apologold. Apolo will account
for the acquisition as a purchase of Apologold because the shareholders of Apolo
controlled operations after the acquisition. (Note 6.)
The Company is actively seeking additional capital and management believes that
properties can ultimately be developed to enable the Company to continue its
operations. However, there are inherent uncertainties in mining operations and
management cannot provide assurances that it will be successful in its
endeavors. Furthermore, the Company is in the development state, as it has not
realized any significant revenues from its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Apolo Gold, Inc. is presented
to assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management which is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements. The unaudited financial
statements contain all adjustments considered necessary by management to make
the financial statements not misleading.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
Loss per Share
Loss per share is computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares is calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Mineral Properties
Costs of acquiring, exploring and developing mineral properties are capitalized
by project area. Costs to maintain the mineral rights and leases are expensed as
incurred. When a property reaches the production stage, the related capitalized
costs will be amortized, using the units of production method on the basis of
periodic estimated ore reserves. Mineral properties are periodically assessed
for impairment of value and any losses are charged to operations at the time of
impairment.
Should a property be abandoned, its capitalized costs are charged to operations.
The Company charges to operations the allocable portion of capitalized costs
attributable to properties sold. Capitalized costs are allocated to properties
sold based on the proportion of claims sold to the claims remaining within the
project area.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Impaired Asset Policy
The Company reviews its long-lived assets quarterly to determine if any events
or changes in circumstances have transpired which indicate that the carrying
value of its assets may not be recoverable. At June 30, 1999, the Company had
written off amounts expended for its Panama operations. (Notes 4 and 6.)
Provision for Taxes
At Sept 30, 1999, the Company has an accumulated net operating loss of
approximately $802,000, which may be offset against future taxable income
through 2013. No provisions for taxes or tax benefit from net operating loss
carryforwards has been reported in the financial statements as the Company will
probable continue to experience operating losses during its development stage
and it is currently unknown if the carryforwards will expire unused.
Fair Value of Financial Instruments
The carrying amounts for cash, marketable securities, accounts receivable,
accounts payable, notes payable and accrued liabilities approximate their fair
value.
Concentration of Risk
The Company maintains its cash accounts in primarily one commercial bank in
Vancouver, British Columbia, Canada. The Company's cash account is a business
checking account maintained in United States dollars, which totaled $147,988, at
Sept 30, 1999, $10,143 as of June 30, 1999 and $2,194 and $100,185 as of
December 31, 1998 and 1997, respectively.
NOTE 3 - MINERAL PROPERTIES
Venezuela
In May 1999, the Company entered into an agreement to purchase a 100%
minus 1 share interest in Apologold C.A. (a Venezuelan Company). The agreement
was finalized subsequent to the date of these financial statements. (Note 6.)
Under the terms of the agreement, the Company will acquire control over all
rights for the exploitation of alluvial diamonds and gold in a mining concession
called Codsa 13 located in the jurisdiction of Gran Sabana Autonomous
Municipality, State of Bolivar, Venezuela.
Panama
In October 1997, the Company entered into an agreement to purchase a 99%
interest in Golden Cycle of Panama, Inc. (a Panamanian company). Under terms of
the agreement, the Company would assume all profits and expenses for operating
Golden Cycle's mine located at the Conception River basin, Calovebora township,
District of Santa Fe, Province of Veraguas, Republic of Panama. Although
expenditures have been made on the property through June 30, 1999 and core
samples have been promising, operations have been abandoned due to nondelivery
of the shares of Golden's stock. The Company is attempting to restore the
agreement to its original terms (Note 6) and all amounts expended for the
venture have been charged to operations as incurred.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Major additions and improvements
are capitalized. Minor replacements, maintenance and repairs that do not
increase the useful life of the assets are expensed as incurred. Depreciation of
property and equipment is determined using the straight-line method over the
expected useful lives of the assets of ten years. Depreciation expense for the
six months ended June 30, 1999 and the years ended December 31, 1998 and 1997
was $34, $-0-, and $-0-, respectively. No depreciation has been claimed in the
period ending Sept 30, 1999.
NOTE 5 - COMMON STOCK
During the year ended December 31, 1997, the Company issued 10,000,000 shares of
common stock to directors for services rendered and stock subscriptions
receivable. The shares were valued at $0.01 per share, which was the deemed fair
market value of the shares on the date of issuance.
During the year ended December 31, 1998, services were performed by directors in
payment of stock subscriptions receivable incurred during the year ended
December 31, 1997. These services were valued at $54,000. The Company also
issued 1,000,000 shares of common stock for stock subscriptions receivable,
valued at $0.25 per share, which is the fair market value of the shares on the
date of issuance. This amount was fully paid in September 1999.
During the six months ended June 30, 1999, the Company issued 100,000 shares of
common stock in exchange for services. The shares were valued at $0.01 per
share, which is the fair market value of the shares on the date of issuance.
As part of a purchase agreement, the Company has agreed to issue 50,000 shares
of common stock to Mohammed Youssef Merhi, and 3,500,000 shares of common stock
as a finder's fee to AML Diamond and Gold Exp., Inc. The stock is to be issued
at $0.01 per share. (Note 6). The 3,500,000 shares were issued and fully paid
for in the period ending Sept 30, 1999.
During the three months ended Sept 30, 1999, the Company issued 100,000 shares
of common stock at $0.01 for cash.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Apologold C.A. (a Venezuelan Company)
- ---------------------------- --------
In May 1999, the Company entered into an
agreement to purchase a 100% minus one share interest in Apologold, C.A. (a
Venezuelan Company) for $3,500,000 plus royalties and common stock. As of Sept
30, 1999, the Company paid $100,000 cash deposit in finalization of this
agreement. The remaining balance of the purchase price will be paid as follows:
A 10% royalty from net production and an additional 2.5% of net production
profit will be applied towards the total purchase price until full payment of
the purchase price is achieved.
An additional 10% royalty from net production will be paid to Goldma C.A. (a
Venezuelan Company) as payment for rent and operational and technical
assistance.
50,000 shares of the Company's common stock will be issued at a $0.01 per share
to Mohammed Youssef Merhi of Goldma C.A. (a Venezuelan Company).
Upon completion of the agreement, the Company will acquire all the rights and
control of Apologold C.A., (a Venezuelan Company) which includes mineral
properties as described in Note 4.
Golden Cycle of Panama, Inc. (a Panamanian Company)
- ---------------------------------------------------
In October 1997, the Company entered into an agreement to purchase a 99%
interest in Golden Cycle of Panama, Inc. (a Panamanian Company). The agreement
called for a 6% royalty from gold production or minimum payments of $15,000
until May 1998, at which time the minimum payment increased to $20,000 until a
total of $5,000,000 had been paid. In addition, the Company was to make a
payment of approximately $97,000 for payment of Golden's outstanding debts. The
Company made payments as agreed, however, the shares of common stock of Golden
were never delivered. Further development of the mineral properties has been
suspended pending restoration of this agreement to its original standing.
Management does not expect to receive Golden's stock and has charged all
expenditures to operations as incurred. See Note 3.
NOTE 7 - RELATED PARTY
As of Sept 30, 1999, the Company has received a $50,000 cash advance from a
director. The advance, which is non-interest bearing and uncollateralized, will
be repaid once production commences.
The officer payable liability includes $189,859, at September 30, 1999 June 30,
1999,and $161,917 and $30,016 respectively at December 31, 1998 and 1997. These
amounts arise from monies expended by officers in Panama and Venezuela for
development and operations.
The Company leases office facilities in Vancouver, British Columbia, Canada from
an officer. The lease is classified as a month-to-month tenancy and provides for
quarterly payments of $500.
NOTE 8 - SUBSEQUENT EVENTS
The Company is continuing efforts to restore a purchase agreement for a 99%
interest in Golden Cycle of Panama, Inc. to its original standing. Management
does not expect to receive Golden's common stock as originally agreed. (Note 6.)
NOTE 9 - GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of
$100,167 for the six months ended June 30, 1999 and has an accumulated deficit
of $740,081 since inception.
These factors indicate that the Company may be unable to continue in existence.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue existence. The Company's management expects to attract
additional investment capital and believes that significant and imminent private
placements will generate sufficient cash for the Company to operate for the next
few years.
NOTE 10 - YEAR 2000 ISSUES
The Company has modified its business technologies to be ready for the year
2000. Critical data processing systems have been reviewed and the Company does
not expect a significant effect on internal operations. However, like other
companies, Apolo Gold, Inc. could be adversely affected if the computer systems
its suppliers or customers use do not properly process and calculate
date-related information and data for the period surrounding and including
January 1, 2000. This is commonly known as the "Year 2000" issue. Additionally,
this issue could impact non-computer systems and devices such as production
equipment, elevators, etc. At this time, because of the complexities involved in
the issue, management cannot provide assurances that the Year 2000 issue will
not have an impact on the Company's operations. The costs related to year 2000
compliance are expensed as incurred.
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation.
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THE FORM 10-QSB
OVERVIEW
Apolo Gold, Inc. (the Company) was incorporated in March 1997 under the laws of
the State of Nevada for the purpose of financing and operating the gold and
diamond mining concession in Venezuela acquired by the Company's subsidiary,
Compania Minera Apologold, C.A., a Venezuelan corporation.
On May 18, 1999, the Venezuelan subsidiary, Compania Minera Apologold, C.A.
(Venezuelan Company), entered into an agreement with Empresa Proyectos Goldma,
C.A. to acquire the alluvial diamond and gold mining concession named Codsa 13,
located in the Gran Sabana Autonomous Municipality, State of Bolivar, Venezuela
for a total consideration of $3,500,000US (2,086,000,000 Bolivars). A down
payment of $50,000 was made on or about May 30, 1999 and a further payment of
$50,000 was made on or about November 15, 1999. The Venezuelan Company agreed to
establish at least one mining concession with a minimum production of 1,000
cubic meters per day within one year from the date of authentication of the
purchase agreement with the Venezuelan government. The agreement was first
authenticated with the Venezuelan government on May 18, 1999.
All equipment necessary for the commencement of the operation on the above
mentioned concession in Venezuela has been shipped to Venezuela and should be
assembled and operational in the first quarter of 2000.
Once production has commenced, the Venezuela Subsidiary agreed to monthly
payments in an amount equal twenty percent of the gross production from the
mining operation. Fifty percent of the monthly payment (10% of the gross
production) is to be credited as payment on the purchase price and fifty percent
is to be applied as rental payment on mining equipment and technical assistance.
The Venezuela Subsidiary agreed that within one year from the date of
authentication of the purchase agreement with the Venezuelan authorities, the
amount of the monthly payment is to be at least $10,000 even if production is
insufficient to pay the minimum amount. All payments to the Seller may be paid
in US dollars, gold and diamonds as priced in Venezuela and shares in the
Company, as selected by the Seller in any combination thereof. The agreement
further requires the payment of a royalty to the Seller in the amount of 2.5% of
the annual net profits of the concession. This royalty is payable as long as
there is production on the property. There is also a royalty payable to the
government of Venezuela of 4% of gross production. The agreement also requires
that an existing mining operation by the Seller may continue and that until the
entire purchase price has been paid, the Seller may continue to conduct
exploration and testing.
<PAGE>
RESULTS OF OPERATIONS
There are no revenues in the quarter ending September 30, 1999, as the equipment
necessary to commence operations was not shipped to Venezuela until November
1999.
During the quarter ending September 30, 1999, the Company incurred expenses of
$62,408, which are summarized as follows:
Mineral property exploration expenses $27,682
Consulting and professional fees 24,612
General and administrative expenses 10,113
--------
$62,408
In addition to expenses above, the Company expended the sum of $85,747 towards
the purchase of mining equipment.
The Company has carefully controlled its expenses to date and at September 30,
1999 had cash on hand of $147,988. It plans to continue to raise funds as
necessary by either sale of common stock or loans from associates. It has
sufficient cash on hand to conduct its operations at this stage of its
development. It has no liabilities to third parties.
The Company has no employees in its parent company other than officers and
employees consultants where necessary in its subsidiary company in Venezuela. It
fully intends to hire employees as it prepares for production. It intends to
employ about 20 people in the mining operation in Venezuela. This is scheduled
in the first quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its development stage to date by way of sale of common
stock and with funds borrowed from a director of the Company.
At September 30, 1999, the Company had 16,542,250 shares of common stock
outstanding and has raised a total of $845,431. In addition to the sale of
common stock, the Company received loans to September 30, 1999 of $244,859 from
a director.
The Company recognizes that it will need additional capital during the next year
as it commences production at the concession site. It will endeavor to obtain
additional cash through the sale of common stock or from loans on terms and
conditions acceptable to it.
The Company has sufficient cash to finance its operations at this stage of its
development. It has no liabilities other than to officers and directors, and has
the resources necessary to commence operation in Venezuela.
YEAR 200 COMPUTER SOFTWARE CONVERSION
The Company does not feel it has a Year 2000 concern, as it owns no computers at
the present time. Computers are not relevant to the successful operation of the
company and computers required or used, are owned by consultants over which the
Company has no control.
As the Company has yet to acquire any computers or related technology to support
its operations, the planned acquisitions will involve hardware and software sold
in the year 2000 and it is assumed that compliance will not be an issue.
INFLATION
Inflation has not been a factor during the quarter ending September 30, 1999.
While the inflationary forces are moderately higher compared to early 1999, the
actual inflation is immaterial and is not considered a factor in any
contemplated capital expenditure program.
Part II - Other Information
Item 1 - Legal Proceedings: There are no proceedings to report.
Item 2. - Changes in Securities: None
Item 3. - Default Upon Senior Securities: There are no defaults to report.
Item 4. - Submission of Matters to a Vote of Security Holders: None.
Item 5. - Other Information: None
Item 6. - Exhibits and Reports on Form 8-K: none
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
APOLO GOLD, INC.
Dated: December 22, 1999
/s/MARTIAL H. LEVASSEUR
- -----------------------
Martial H. Levasseur, President, Secretary-Treasurer Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 147,988
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 197,988
<PP&E> 89,847
<DEPRECIATION> 34
<TOTAL-ASSETS> 287,801
<CURRENT-LIABILITIES> 244,859
<BONDS> 0
0
0
<COMMON> 16,542
<OTHER-SE> 828,889
<TOTAL-LIABILITY-AND-EQUITY> 287,801
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (62,408)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (62,408)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (62,408)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
