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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTER-DEALER QUOTATION SYSTEM FILED PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULES 13a-17 AND 15d-17 THEREUNDER
ALASKA APOLLO RESOURCES INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
131 PROSPEROUS PLACE, SUITE 17-A, LEXINGTON, KENTUCKY 40509
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(606) 263-3948
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:
1. Title of security: common stock, without par value per share.
2. Number of shares outstanding before the change: 6,887,293.
3. Number of shares outstanding after the change: 7,261,844.
4. Effective date of change: August 25, 1994. For further details,
see the discussion below.
5. Method of Change: Distribution of stock pursuant to an acquisition
agreements, and payments for services rendered.
DESCRIPTION OF THE TRANSACTION. Part of the increase in the outstanding
shares of common stock described herein was the result of a transaction
concluded on February 18, 1994, when the Issuer purchased 6.5 billion cubic
feet of natural gas or its equivalent, subject to verification, from 29
Kentucky partnerships and others for 1,232,797 shares of the Issuer's
restricted common stock. The shares of the restricted common stock which
were received by the partnerships and other parties were placed in trust
pursuant to a Trust Agreement executed by the partnerships, the Issuer and a
trustee. All stock placed in the trust was subject to a proxy and a Voting
Trust Agreement whereby such stock was to be voted in accordance with the
direction of the management of the Issuer. The
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Voting Trust Agreement expired on December 22, 1995, or such earlier time as
permitted under the Trust Agreement. As part of the same transaction, an
additional 177,777 shares of the Issuer's restricted common stock were issued
to a creditor of such partnerships and other parties.
The Issuer had a period of 12 months to conduct due diligence with
respect to the production purchased from the partnerships. Included within
the due diligence was the receipt by the Issuer of a report from an
independent petroleum reservoir engineer concluding that the gas properties
of the partnerships contained reserves in an amount sufficient to afford
recovery of 6.5 billion cubic feet of natural gas from 80 percent of the
partnerships' total estimated proved recoverable reserves. If the due
diligence was not satisfactory to the Issuer, then the Issuer could have
rescinded the agreement with the partnerships and the other parties, other
than such creditor of the partnerships and the other parties, and canceled
the issuance of the stock.
In addition, on August 15, 1994, the Issuer issued 16,772 shares of its
restricted common stock in payment of a debt to an officer and director of
the Issuer. Moreover, on August 25, 1994, the Issuer issued 5,000 restricted
shares in payment for services rendered by a contractor of the Issuer.
Although the Issuer filed a Form 10-C on September 16, 1994, reporting
the issuance of 1,057,795 of the shares and 374,551 of such shares were
inadvertently omitted from said report, the transactions reflecting the total
number of the issued shares of the common stock of the Issuer have been
previously reported by the Issuer in its various Current, Quarterly and
Annual Reports since November 11, 1993.
ALASKA APOLLO RESOURCES INC.
Date: July 8, 1996 By /s/ William S. Daugherty
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William S. Daugherty, President
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