<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COMMISSION FILE NUMBER: 0-12185
ALASKA APOLLO RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
131 PROSPEROUS PLACE, SUITE 17-A 40509-1844
LEXINGTON, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(FULL TITLE OF PLAN)
WILLIAM S. DAUGHERTY, 131 PROSPEROUS PLACE, SUITE 17-A,
LEXINGTON, KENTUCKY 40509-1844
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
AN INDETERMINATE AMOUNT OF PLAN INTERESTS ARE COVERED BY THIS
REGISTRATION STATEMENT PURSUANT TO RULE 416 (c)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED SHARE PRICE FEE (1)
TO BE REGISTERED
====================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK, WITHOUT PAR 114,075 $0.375 $42,778.00 $12.62
VALUE PER SHARE................
- --------------------------------------------------------------------------------------------------------------------
COMMON STOCK, WITHOUT PAR 9,200 $0.50 $4,600.00 $1.36
VALUE PER SHARE................
- --------------------------------------------------------------------------------------------------------------------
TOTAL.......................... 123,275 $0.375 - $0.50 $47,378.00 $13.98
====================================================================================================================
<FN>
(1) The registration fee applies to all of the shares of the Common Stock to be
issued as a result of this Registration Statement.
</TABLE>
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's latest annual report.
(c) The description of the class of securities to be registered by this
Registration Statement, which are registered under Section 12 of the Securities
Act of 1934, and which were more fully described in (i) the Memorandum and
Articles for Catalina Energy & Resources Ltd., a British Columbia corporation,
dated January 31, 1979, (ii) the Certificate for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated November 27, 1981, changing the name
of Catalina Energy & Resources Ltd. to Alaska Apollo Gold Mines Ltd., and
further changing the authorized capital of the Registrant from 5,000,000 shares
of common stock, without par value per share, to 20,000,000 shares of common
stock, without par value per share, (iii) the Certificate of Change of Name for
Alaska Apollo Gold Mines Ltd., a British Columbia corporation, dated October 14,
1992, changing the name of Alaska Apollo Gold Mines Ltd. to Alaska Apollo
Resources Inc., and further changing the authorized capital of the Registrant
from 20,000,000 shares of common stock, without par value per share, to
6,000,000 shares of common stock, without par value per share, and (iv) the
Altered Memorandum of Alaska Apollo Resources Inc., a British Columbia
corporation, dated September 9, 1993, changing the authorized capital of the
Registrant from 6,000,000 shares of common stock, without par value per share,
to 20,000,000 shares of common stock, without par value per share, is as
follows:
20,000,000 shares of common stock, without par value per share.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be a part thereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Association. In addition, all
directors and officers are covered by a director's indemnification agreement.
The foregoing discussion of the Registrant's Articles of Association is
not intended to be exhaustive and is qualified in its entirety by such document.
ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part
of this Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.
1
<PAGE> 3
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3(i)(a)* Memorandum and Articles for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated January 31,
1979, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(b)* Certificate for Catalina Energy & Resources Ltd., a
British Columbia corporation, dated November 27, 1981,
changing the name of Catalina Energy & Resources Ltd. to
Alaska Apollo Gold Mines Ltd., and further changing the
authorized capital of the Registrant from 5,000,000
shares of common stock, without par value per share, to
20,000,000 shares of common stock, without par value per
share, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(c)* Certificate of Change of Name for Alaska Apollo Gold
Mines Ltd., a British Columbia corporation, dated
October 14, 1992, changing the name of Alaska Apollo
Gold Mines Ltd. to Alaska Apollo Resources Inc., and
further changing the authorized capital of the
Registrant from 20,000,000 shares of common stock,
without par value per share, to 6,000,000 shares of
common stock, without par value per share. Exhibit
3(i)(c) to Form 10-K/A for the Registrant for the fiscal
year ended December 31, 1993. File No. 0-12185.
3(i)(d)* Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1993,
changing the authorized capital of the Registrant from
6,000,000 shares of common stock, without par value per
share, to 20,000,000 shares of common stock, without par
value per share. Exhibit 3(i)(d) to Form 10-K/A for the
Registrant for the fiscal year ended December 31, 1993.
File No. 0-12185.
4* See Exhibits No. 3(i)(a), (b), (c), and (d).
5 Opinion of Stephen P. Carson, Esq.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.
2
<PAGE> 4
(b) The undersigned Registrant hereby undertakes 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 this
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.
(c) 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lexington, Kentucky, on October 14, 1997.
ALASKA APOLLO RESOURCES INC.
By /s/ William S. Daugherty
--------------------------
William S. Daugherty, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William S. Daugherty Chairman of the Board and October 14, 1997
------------------------ President
William S. Daugherty
/s/ Charles L. Cotterell Director October 14, 1997
-------------------------
Charles L. Cotterell
/s/ James K. Klyman Director October 14, 1997
-------------------
James K. Klyman
/s/ D. Michael Wallen Vice President and October 14, 1997
--------------------- Secretary
D. Michael Wallen
</TABLE>
3
<PAGE> 1
EXHIBIT 5
<PAGE> 2
STEPHEN P. CARSON
ATTORNEY AT LAW
323 HOLIDAY ROAD
LEXINGTON, KENTUCKY 40502
TELEPHONE: (606) 533-5516
October 13, 1997 EXHIBIT 5
Alaska Apollo Resources Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509-1844
Re: Form S-8 Registration Statement; Commission File No.
0-12185
Gentlemen:
I have acted as counsel for Alaska Apollo Resources Inc. (the
"Company") in connection with the registration by the Company of 123,275 shares
of its common stock, without par value per share (the "Securities"), as
contemplated by the Company's Registration Statement on Form S-8 filed on the
date hereof with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended.
In connection therewith, I have examined, among other things, the
Memorandum and Articles of Association, as amended, of the Company, the
corporate proceedings of the Company with respect to the issuance and
registration of the Securities, the Registration Statement, certificates of
public officials, statutes and other instruments and documents, as a basis for
the opinions expressed herein.
Based upon and subject to the foregoing, and upon such other matters
as I have determined to be relevant, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the Province of British Columbia.
2. All of the Securities, upon issuance and delivery thereof, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Stephen P. Carson
---------------------
Stephen P. Carson
<PAGE> 3
ALASKA APOLLO RESOURCES INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED OCTOBER 14, 1997
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Alaska Apollo Resources Inc. (the "Company")
with the Securities and Exchange Commission on October 14, 1997, the following
shall constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933:
1. GENERAL PLAN INFORMATION.
(a) The Letter Agreements (the "Agreements") between the Company and
BCD Softech, Inc., CFO Services, Inc., Guthrie York & Company, and Marcella
Sparks (the "Participants") with respect to the payment of fees, shares of the
Company's common stock, without par value per share (the "Securities"), and the
price per share at which the Securities are to be issued to the Participants in
payment of their fees are more fully described in Exhibits "A-1, A-2, A-3 and
A-4" attached hereto and incorporated herein by reference for all purposes:
<TABLE>
<CAPTION>
Name Fees Price per Share Number of Shares
---- ---- --------------- ----------------
<S> <C> <C> <C>
BCD Softech, Inc. $ 4,600 $ 0.50 9,200
CFO Services Inc. $32,319 $0.375 86,184
Guthrie York & Company, Inc. $ 5,625 $0.375 15,000
Marcella Sparks $ 4,834 $0.375 12,891
---------- --------
TOTAL $47,378.00 123,275
</TABLE>
(b) The Agreements constitutes an employee benefit plan as described
in Rule 405 promulgated under the Securities Act of 1933 (the "Plan"). The
Securities will be offered pursuant to the Plan.
(c) The general nature and purpose of the Plan is allow for the
payment of fees due and owing by the Company to the Participants in the form of
the Company's registered Securities. The Plan will terminate as soon after
filing of the Registration Statement, as the Securities called for in the Plan
have been issued to the Participants, which date will not exceed November 30,
1997. It is not contemplated that the Plan will be subject to modification or
extension.
(d) The Plan does not have any administrators. However, the
Participants may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the
Plan.
(e) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participants are consultants who have provided bona
fide services to the Company, none of such services being in connection with
the offer or sale of Securities of the Company in a capital-raising
transaction.
1
<PAGE> 4
2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, without par value per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.
3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants
described above may participate in the Plan.
4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED.
(a) The Participants may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities to
the Participants as called for herein. Thereafter, the Participants shall not
have any further interest in the Plan. The only Securities to be purchased by
the Participants are described herein or in the Agreements between the Company
and the Participants. The purchase price per share of the Company's Securities
for the Participants is as set forth above.
(b) Payment for the Securities to be purchased by the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to any said Participant with respect to the
obligations described herein.
(c) There will be no reports delivered to the Participants as to
the amounts and status of its account.
(d) The Securities will be issued to the Participants, who may
sell the Securities in the open market. The Company will receive no fees or
other compensation for the Securities other than the extinguishment of the debt
to the Participants as described herein.
5. RESALE RESTRICTIONS. There will be no restrictions on the resale
of the Securities by the Participants.
6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities
by the Participants will be the receipt of ordinary income since the Securities
will have been received by the Participants in exchange for services.
Consequently, the Participants will be taxed currently for the value of the
Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as
amended.
7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby
the Participants may direct the investment of all or any part of the assets
under the Plan.
8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. The
Participants are not able to withdraw from, terminate, or assign their
interests in the Plan.
9. FORFEITURES AND PENALTIES. There is no event which could, under
the Plan, result in a forfeiture by, or a penalty to, the Participants.
10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges
and deductions that may be made against the Participants, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.
2
<PAGE> 5
11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company
shall furnish to the Participants, without charge, upon written or oral
request, the documents incorporated by reference in Item 3 of Part II of the
Registration Statement, all of such documents being incorporated by reference
in this Section 10(a) Prospectus. The Company shall also furnish to the
Participants, without charge, upon written or oral request, any other documents
required to be delivered to employees of the Company pursuant to Rule 428(b)
promulgated under the Securities Act of 1933. Any such request should be
directed to the Company at 131 Prosperous Place, Suite 17-A, Lexington,
Kentucky 40509, telephone (606) 263-3948, and telecopier (606) 263-4228.
12. INFORMATION CURRENTLY FURNISHED. The Participants have been
furnished with copies of the Company's Form 10-K for the fiscal year ended
December 31, 1996 and .Form 10-Q for the quarterly period ending June 30, 1997.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall
deliver to the Participants copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
Attachments:
Exhibits "A-1, A-2, A-3, and A-4" -The Agreements
3
<PAGE> 6
ALASKA APOLLO RESOURCES INC.
FORM S-8 PROSPECTUS
EXHIBITS "A-1, A-2, A-3 AND A-4"
LETTER AGREEMENTS
<PAGE> 7
BCD SOFTECH, INC.
6543-C Commerce Parkway
PO Box 1530
Dublin, OH 43017
October 10, 1997
Mr. William S. Daugherty
Alaska Apollo Resources, Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
RE: S-8 Stock Agreement
Dear Mr. Daugherty:
At the present time, Alaska Apollo Resources, Inc., and its subsidiary,
Daugherty Petroleum, Inc., owes BCD Softech $4,600.00 for consulting and support
in connection with Petro 2000 Software. In payment thereof, BCD Softech agrees
to accept freely trading stock in Alaska Apollo Resources, Inc., worth
$4,600.00. Alaska Apollo Resources, Inc., will cause to be prepared and will
file the required Form S-8 to accomplish the issuance of the stock worth
$4,600.00. Said stock will be issued to BCD Softech as soon as possible after
the filing of the Form S-8. In that regard, the stock to be issued to BCD
Softech will be valued at 1/2 or $.50 per share.
If the foregoing meets with your approval, please sign and date a copy
of this letter, and return same to me. I understand that the agreement contained
herein is subject to ratification by the Board of Directors of Alaska Apollo
Resources, Inc. Please notify me when such ratification has been obtained.
Very truly yours,
BCD Softech, Inc.
BY:/x/ Charles R. Gibbs
---------------------
Charles R. Gibbs, President
The foregoing is accepted and agreed to
this the 10th day of October, 1997.
ALASKA APOLLO RESOURCES, INC.
BY:/x/William S. Daugherty
---------------------
William S. Daugherty
President
EXHIBIT "A-1"
<PAGE> 8
======================
[CFO
SERVICES, INC. LOGO]
=======================
131 PROSPEROUS PLACE
SUITE 17
LEXINGTON, KENTUCKY
40509-1844
Tele: 606-263-4779
Fax: 606-263-4228
September 30, 1997
Mr. William S. Daugherty
Alaska Apollo Resources Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
RE: Amount Owing for Services Rendered
Dear Bill:
As of September 30, 1997, Alaska Apollo Resources Inc., and Daugherty Petroleum,
Inc., owe CFO $32,319 and in payment thereof CFO agrees to accept freely trading
stock in Alaska Apollo Resources Inc., worth $32,319. Alaska Apollo Resources
Inc., will cause to be prepared and will file the required Form S-8 to
accomplish the issuance of the stock worth $32,319. In that regard, the stock to
be issued to CFO will be valued at 3/8 or $0.375 per share.
If the foregoing meets with your approval, please sign and date a copy of this
letter, and return same to me. I understand that the agreement contained herein
is subject to ratification by the Board of Directors of Alaska Apollo Resources
Inc. Please notify me when such ratification has been obtained.
Very truly yours,
CFO Services, Inc.
BY: \x\ Timothy F. Guthrie
-------------------------
Timothy F. Guthrie, President
The foregoing is accepted and agreed to
this the 2nd day of October, 1997.
ALASKA APOLLO RESOURCES INC.
BY:\x\ William S. Daugherty
-------------------------
William S. Daugherty
President and Chief Executive Officer
EXHIBIT "A-2"
<PAGE> 9
==============
GUTHRIE
YORK
&
COMPANY, INC.
==============
131 PROSPEROUS PLACE
SUITE 17
LEXINGTON, KENTUCKY
40509-1844
Tele: 606-263-4779
Fax: 606-263-4228
September 30, 1997
Mr. William S. Daugherty
Alaska Apollo Resources Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
RE: Amount Owing for Services Rendered
Dear Bill:
As of September 30, 1997, Alaska Apollo Resources Inc., and Daugherty
Petroleum, Inc., owe Guthrie York & Company, Inc., (GYC) $5,625 and in payment
thereof GYC agrees to accept freely trading stock in Alaska Apollo Resources
Inc., worth $5,625. Alaska Apollo Resources Inc., will cause to be prepared and
will file the required Form S-8 to accomplish the issuance of the stock worth
$5,625 In that regard, the stock to be issued to GYC will be valued at 6/16 or
$.375 per share.
If the foregoing meets with your approval, please sign and date a copy of this
letter, and return same to me. I understand that the agreement contained herein
is subject to ratification by the Board of Directors of Alaska Apollo Resources
Inc. Please notify me when such ratification has been obtained.
Very truly yours,
Guthrie York & Company, Inc.
BY:\x\ Timothy F. Guthrie
----------------------
Timothy F. Guthrie, President
The foregoing is accepted and agreed to
this the 2nd day of October, 1997.
ALASKA APOLLO RESOURCES INC.
BY:\x\ William S. Daugherty
-------------------------
William S. Daugherty
President and Chief Executive Officer
EXHIBIT "A-3"
<PAGE> 10
MARCELLA SPARKS
230 HURST SCHOOL ROAD
SAND GAP, KENTUCKY 40481
October 1, 1997
Mr. William S. Daugherty
Alaska Apollo Resources, Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
RE: S-8 Stock Agreement
Dear Mr. Daugherty:
At the present time, Alaska Apollo Resources, Inc., and its subsidiary,
Daugherty Petroleum, Inc., owes Marcella Sparks $4,834.00. In payment thereof,
Marcella Sparks agrees to accept freely trading stock in Alaska Apollo
Resources, Inc., worth $4,834.00. Alaska Apollo Resources, Inc., will cause to
be prepared and will file the required Form S-8 to accomplish the issuance of
the stock worth $4,834.00. Said stock will be issued to Marcella Sparks as soon
as possible after the filing of the Form S-8. In that regard, the stock to be
issued to Marcella Sparks will be valued at 3/8 or $.375 per share.
If the foregoing meets with your approval, please sign and date a copy
of this letter, and return same to me. I understand that the agreement contained
herein is subject to ratification by the Board of Directors of Alaska Apollo
Resources, Inc. Please notify me when such ratification has been obtained.
Very truly yours,
/x/ Marcella Sparks
--------------------
Marcella Sparks
The foregoing is accepted and agreed to
this the 10th day of October, 1997.
ALASKA APOLLO RESOURCES, INC.
BY:/x/William S. Daugherty
------------------------
William S. Daugherty
President
EXHIBIT "A-4"
