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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. DC 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
Exergon Capital S.A.
Att'n: Dr. Trepp
Dufourstrasse 101
Zurich Switzerland
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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 7 Pages)
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CUSIP NO. 011 900 602 13D Page 2 of 7 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Exergon Capital S.A.
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 Panama
SOLE VOTING POWER
NUMBER OF
7 1,000,000
SHARES
BENEFICIALLY
8 SHARES VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON WITH 10 SHARES DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
10.0 %
14 TYPE OF REPORTING PERSON
CO.
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CUSIP NO. 011 900 602 13D Page 3 of 7 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dr. Urs Trepp.
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 Panama
SOLE VOTING POWER
NUMBER OF
7 1,000,000
SHARES
BENEFICIALLY
8 SHARES VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON WITH 10 SHARES DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
10.0 %
14 TYPE OF REPORTING PERSON
CO.
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PAGE 4 OF 7
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: Exergon Capital S.A.
(b) Business Dufourstrasse 101
Address: Zurich 8007
Switzerland
(c) The principal business of Exergon is investing in and holding
securities. The address of Exergon's principal business is the address
given in Item (2) above.
(d) During the past five years Exergon has not been convicted in a criminal
proceeding excluding traffic violations and similar misdemeanours.
(e) During the past five years Exergon 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) Exergon is a Panamanian Corporation.
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PAGE 5 OF 7
ITEM 3 Source and Amount of Funds or Other Considerations.
Exergon's holdings in Alaska Apollo were purchased with working capital
of Exergon pursuant to a Subscription Agreement dated the 20th of August
1996 wherein Exergon acquired 500,000 shares of Alaska Apollo at $ 0.25
per share for a total consideration of $ 125,000. The warrant to acquire
500,000 shares of Alaska Apollo were issued in consideration for
Exergon's commitment to provide additional financing to Alaska Apollo.
Item 4. Purpose of Transaction.
Exergon acquired the securities as an investment in the ordinary course
of its business.
Item 5. Interest in the security of the Issuer.
(a) Exergon owns 500,000 shares of the common stock no par value and 500,000
warrants to acquire an additional 500,000 shares of common stock of the
Issuer named in Item (1) above.
(d) Dr. Urs Trepp is the president and sole officer of Exergon.
(e) not applicable.
Item 6. Contracts\, Arrangement, Undertakings, or Relationships with respect
to securities of the Issuer.
Exergon is not a party to any contracts, arrangements, understandings,
or relationships with respect to the securities of Alaska Apollo.
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 7
Item 2-6 inclusive for Dr. Urs Trepp.
Item 2. Identity and Background.
(a) Name: Dr. Us Trepp
(b) Business Address: Dufourstrasse 101
8008 Zurich
Switzerland
(c) Dr. Urs Trepp is a lawyer, which is his principal occupation. Dr. Trepp
is the sole director, president, treasurer, and secretary of Exergon.
(d) During the past five years Dr. Trepp has not been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanours.)
(e) During the past five years Dr. Trepp 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) Swiss citizen.
Item 3. Source and Amount of Funds or Other Considerations.
Exergon used working capital as the source of funds for its investment
in Alaska Apollo.
Item 4. Purpose of Transaction.
Exergon acquired the securities as an investment in the ordinary course
of its business.
Item 5. Interest in the Securities of the Issuer.
(a) Exergon owns 500,000 shares of the Common Stock and 500,000 warrants to
acquire 500,000 additional shares of stock of the issuer at a price of $
0.125 per share.
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PAGE 7 OF 7
(b) Exergon has sole voting power and sole dispositive power with respect to
such holdings of the 500,000 common shares and 500,000 warrants to buy
an additional 500,000 shares of Alaska Apollo.
(c) n/a
(d) Exergon is controlled by Dr. Urs Trepp, its sole director, president,
treasurer, and secretary.
(e) not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
Dr. Trepp is not a party to any contracts, arrangements, understandings,
or relationships with respect to securities of Alaska Apollo.
Signature.
After reasonable inquiry and to the best of ,my knowledge and belief, I certify
that the information set forth ion this statement is true, complete, and
correct.
Date: April 7, 1997.
Exergon Capital S.A.
/s/ Dr. Urs Trepp
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By Dr. Urs Trepp
President
Urs Trepp
/s/ Dr. Urs Trepp
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By: Urs Trepp
