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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)
Alaska Apollo Resources Inc.
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(Name of Issuer)
Common Shares, no par value
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(Title of class of securities)
011 900 602
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(CUSIP number)
Jayhead Investments Limited, 18 York Valley
Crescent, Willowdale, Ontario, Canada M2P lA7
416- 486-8150
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( Name, address and telephone number of person
authorised to receive notices and communications)
March 7, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D and is filing
this schedule because of Rule-l (b) (3) or (4)) check the following box ___
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP NO. 011 900 602 13D Page 2 of 8 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jayhead Investments Limited.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(c)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian
SOLE VOTING POWER
NUMBER OF
7 500,000
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
1,013,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
500,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,013,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,513,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
14.3%
14 TYPE OF REPORTING PERSON CO.
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CUSIP NO. 011 900 602 13D Page 3 of 8 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morton J Glickman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(c)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian
SOLE VOTING POWER
NUMBER OF
7 500,000
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
1,013,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
500,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,013,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,513,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
14.3%
14 TYPE OF REPORTING PERSON IN
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PAGE 4 OF 8
CUSIP NO 011 900 602
ITEM 1. SECURITY AND ISSUER
Common Stock, no par value.
Alaska Apollo Resources, Inc ( Alaska Apollo )
131 Prosperous Place - Suite 17A
Lexington, KY 40509-1800
Item 2. Identity and Background
(a) Name : Jayhead Investments Limited.
(b) Business : 18 York Valley Crescent
Willowdale, Ontario
Canada M2P lA7
(c) The principal business of Jayhead is investing in and holding
securities and real estate properties. The address of
Jayhead's principal business is the address given in Item (2)
above.
(d) During the past five years Jayhead has not been convicted in
a criminal proceeding excluding traffic violations and
similar misdemeanours.
(e) During the past five years Jayhead has not been a party top a
civil proceeding of a judicial or administrative body of
competent jurisdiction (i) as a result of which proceeding was
or is subject to a judgment, decree, or final order enjoining
future violations of or prohibiting or mandating activities
subject to federal or state security laws, or (ii) finding any
violations with respect to such laws.
(f) Jayhead is a Ontario Corporation.
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PAGE 5 OF 8
ITEM 3. Source and Amount of Funds or Other Considerations.
Jayhead's holdings in Alaska Apollo were purchased by
conversion of a loan in the amount of $75,000 into a warrant
for 500,000 shares of Alaska Apollo common stock.
Item 4. Purpose of Transaction.
Jayhead acquired the securities as an investment in the
ordinary course of its business.
Item 5. Interest in the security of the Issuer.
(a) Jayhead owns 500,000 warrants to acquire 500,000 shares of
common stock of the Issuer named in Item (1) above. Jayhead
has an interest in 1,013,000 shares of Alaska Apollo common
stock owned by Alaska Investments in which Jayhead has an
interest of 34% percent.
(d) Morton Glickman is the president and sole officer of Jayhead.
(e) not applicable.
Item 6. Contracts, Arrangement, Undertakings, or Relationships with
respect to securities of the Issuer.
Jayhead is not a party to any contracts, arrangements,
understandings, or relationships with respect to the
securities of Alaska Apollo. Jayhead is an affiliate of Alaska
Investments Limited in which it owns a 34%
Item 7. Material to be filed as Exhibits.
A joint filing statement is being filed as an exhibit to the
Schedule 13D.
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PAGE 6 OF 8
Item 2-6 inclusive for Morton Glickman.
Item 2. Identity and Background.
(a) Name : Morton Glickman
(b) Business Address : 18 York Valley Crescent
Willowdale, Ontario
Canada M2P lA7
(c) Morton Glickman, an investor in real estate and securities. He
is the sole shareholder, sole director, president, treasurer,
and secretary of Jayhead.
(d) During the past five years Morton Glickman has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanours.)
(e) During the past five years Morton Glickman has not been a
party top a civil proceeding of a judicial or administrative
body of competent jurisdiction (i) as a result of which
proceeding was or is a subject of a judgment, decree, or final
order enjoining any future violations of, or prohibiting or
mandating activities subject to federal or any violation with
respect to such laws.
(f) Canadian citizen.
Item 3. Source and Amount of Funds or Other Considerations.
Jayhead used working capital as the source of funds for its
investment in Alaska Apollo.
Item 4. Purpose of Transaction.
Jayhead acquired the securities as an investment in the
ordinary course of its business.
Item 5. Interest in the Securities of the Issuer.
(a) Jayhead owns 500,000 warrants to acquire 500,000 additional
shares of stock of the issuer at a price of $ 0.125 per share.
Jayhead owns 34% of Alaska Investments which owns 1,013,000
shares of Alaska Apollo
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PAGE 7 OF 8
(b) Jayhead has sole voting power and sole dispositive power with
respect to such holdings of the 500,000 warrants to buy an
additional 500,000 shares of Alaska Apollo. Jayhead has a
shared voting power and shared dispositive power for an
additional 1,013,000 shares of Alaska Apollo by its holding of
a 34% interest in Alaska Investments Limited which owns
1,013,000 shares of Alaska Apollo.
(c) n/a
(d) Jayhead is controlled by Morton Glickman, its sole director,
president, treasurer, and secretary.
(e) not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
Morton Glickman is not a party to any contracts, arrangements,
understandings, or relationships with respect to securities of
Alaska Apollo.
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page 8 of 8
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth on this statement is true, complete, and correct.
Date: April 7, 1997.
Jayhead Investments Limited
/s/ Morton J. Glickman
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By Morton J Glickman
President
Morton J Glickman.
/s/ Morton J. Glickman
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By: Morton J Glickman
