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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. 1)
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)
Trio Growth Trust
Mr. Melvyn Moscoe.
Suite 1800, 2 Sheppard Avenue East
North York, Ontario, M2N 6Z1
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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 11 Pages)
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CUSIP NO. 011 900 602 13D Page 2 of 11 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Trio Growth Trust
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 Ontario Canada
SOLE VOTING POWER
NUMBER OF
7 1,543,246
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
-0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,543,246
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,246
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
15.5%
14 TYPE OF REPORTING PERSON
OO.
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CUSIP NO. 011 900 602 13D Page 3 of 11 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barbara 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 Canada
SOLE VOTING POWER
NUMBER OF
7 1,543,246
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
-0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,543,246
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,246
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
15.5%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 011 900 602 13D Page 4 of 11 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Melvyn Moscoe
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 Canada
SOLE VOTING POWER
NUMBER OF
7 1,543,246
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
-0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,543,246
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,246
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (ll) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (ll)
15.5%
14 TYPE OF REPORTING PERSON
IN
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Page 5 of 11
CUSIP NO. 011 900 602
Item 1. Security and Issuer.
Common Stock, no par value
Alaska Apollo Resources Inc.
131 Prosperous Place, Suite 17A
Lexington, Kentucky 40509
Item 2. Identity and Background
(a) Name : Trio Growth Trust
(b) Business Address : 2 Sheppard Ave. East
Suite 1800
North York, Ontario
M2N 6Z1
Attention : Mel Moscoe
(c) The principal business of Trio Growth Trust ("Trio")
is investing in and holding securities and real estate
interests. The address of Trio's principal business
and its principal office is the address given in Item
2 (b) above.
(d) During the last five years Trio has not been convicted
in a criminal proceeding (excluding traffic
violations and similar misdemeanours.)
(e) During the last five years Trio has not been a party
to 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 securities laws or (ii) finding any
violation with respect to such laws.
(f) Trio Growth Trust is a Trust organised under the laws
of Ontario, Canada.
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page 6 of 11
CUSIP NO. 011 900 602
Item 3. Source and Amount of Funds or Other Considerations.
Trio's warrants to acquire shares of Alaska Apollo
Resources Inc. at $0.50 per share were acquired with
working capital of Trio Growth Trust as part of a
financing agreement totalling $ 450,000. Trio's
warrants to acquire 1,000,000 shares of Alaska
Apollo Common Stock at $0.125 per share were acquired
in exchange for Trio Growth Trust's commitment to
provide financing of up to $850,000 to Alaska Apollo.
Item 4. Purpose of Transaction.
Trio acquired the warrants for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Trio owns 43,246 shares of the Common Stock, par value
$ 0.10 per share, of the issuer named in Item 1 above,
acquired at a cost of $24,477. Trio owns the warrants
described in Item 3 above which gives Trio the right
to acquire an additional 1,500,000 shares of Common
Stock of Alaska Apollo.
(b) Trio has sole voting power and sole dispositive power
with respect to such 43,246 shares of Common Stock,
and sole voting power and sole dispositive power with
respect to such warrants to buy 1,500,000 shares of
Common Stock.
(c) Not applicable.
(d) Trio is controlled by its co-trustees, Mrs. Barbara
Glickman, and Mr. Melvyn Moscoe.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Trio is not a party to any contracts, arrangements,
understandings or relationships with respect to
securities of Alaska Apollo.
Item 7. Material to be filed as Exhibits.
A joint filing statement is filed as an exhibit to
this Schedule 13D.
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Page 7 of 11
CUSIP NO. 011 900 602
ITEM 2-6 inclusive for Barbara Glickman.
Item 2. Identity and Background.
(a) Name : Barbara Glickman
(b) Business Address : 18 York Valley Crescent
Willowdale, Ontario
M2P lA7
(c) Mrs. Glickman's principal occupation is being a
private investor. Mrs. Glickman is a co- trustee of
Trio Growth Trust.
(d) During the past five years, Mrs. Glickman has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanours.)
(e) During the last five years Trio has not been a party
to 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 securities laws or (ii) finding any
violation with respect to such laws.
(f) Canadian citizen.
Item 3. Source and amount of Funds or Other Considerations.
The shares were purchased with working capital of
Trio. See Item 3 for Trio above. The warrants were
acquired with working capital of Trio as part of
financing agreements.
Item 4. Purpose of Transaction.
Trio acquired the shares and the warrants for
investment purposes.
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page 8 of 11
CUSIP NO. 011 900 602
Item 5. Interest in Securities of the Issuer.
(a) Trio owns 43,246 shares of the Common Stock.no par
value, of Alaska Apollo Resources, Inc, and warrants
to acquire an additional 1,500,000 shares of Alaska
Apollo Resources Inc.
(b) Trio has sole voting power and sole dispositive power
with respect to such 43,246 shares and warrants to
acquire an additional 1,500,000 shares of Common Stock
of Alaska Apollo Resources, Inc.
(c) Not applicable.
(d) Trio is controlled by Barbara Glickman, and Melvyn
Moscoe, its co-trustees.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mrs. Glickman is not a party to any contracts,
arrangements, understandings or relationships with
respect to securities of Alaska Apollo.
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Page 9 of 11
CUSIP NO. 011 900 602
ITEM 2-6 inclusive for Melvyn Moscoe
Item 2. Identity and Background.
(a) Name : Melvyn Moscoe, C.A.
(b) Business Address : 2 Sheppard Ave. East
Suite 1800
North York, Ontario
M2N 6Z1
(c) Mr. Moscoe is a chartered accountant whose principal
occupation is management advisor and consultant in
merchant banking activities. Mr.Moscoe is also a
private investor and co-trustee of Trio Growth Trust.
(d) During the past five years, Mr. Moscoe has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanours.)
(e) During the last five years Mr. Moscoe has not been a
party to 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 securities laws or (ii)
finding any violation with respect to such laws.
(f) Canadian citizen.
Item 3. Source and amount of Funds or Other Considerations.
The shares were purchased with working capital of
Trio. See Item 3 for Trio above. The warrants were
acquired with working capital of Trio as part of
financing agreements.
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Page 10 of 11
CUSIP NO. 011 900 602
Item 4. Purpose of Transaction.
Trio acquired the shares and the warrants for
investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Trio owns 43,246 shares of the Common Stock, no par
value, of Alaska Apollo Resources, Inc, and warrants
to acquire an additional 1,500,000 shares of Alaska
Apollo Resources Inc.
(b) Trio has sole voting power and sole dispositive power
with respect to such 43,246 shares and warrants to
acquire an additional 1,500,000 shares of Common Stock
of Alaska Apollo Resources, Inc.
(c) Not applicable.
(d) Trio is controlled by Barbara Glickman, and Melvyn
Moscoe, its co-trustees.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Moscoe is not a party to any contracts,
arrangements, understandings or relationships with
respect to securities of Alaska Apollo.
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Page 11 of 11
CUSIP NO. 011 900 602
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 7, 1997 /s/ Barbara Glickman
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Barbara Glickman
/s/ Melvyn Moscoe
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Melvyn Moscoe
Trio Growth Trust
By: /s/ Barbara Glickman
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Barbara Glickman, Solely as Trustee
By: /s/ Melvyn Moscoe
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Melvyn Moscoe, Solely as Trustee
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CUSIP 011 900 602
EXHIBIT TO SCHEDULE 13D
Amendment Number 1
DATED April 7. 1997
OF
TRIO GROWTH TRUST
AND
BARBARA GLICKMAN
AND
MELVYN MOSCOE
JOINT FILING AGREEMENT
Trio Growth Trust, a trust incorporated under the laws of Ontario, Canada
("Trio") and Barbara Glickman ("Glickman) and Melvyn Moscoe ("Moscoe") hereby
agree that the Schedule 13D Aemndment 1, to which this statement is attached is
filed on behalf of all three, Trio and Glickman and Moscoe, and that any
amendments to such schedule 13D may be filed on behalf of all signatories, i.e.
Trio and Glickman and Moscoe.
April 7, 1997 /s/ Barbara Glickman
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Barbara Glickman
/s/ Melvyn Moscoe
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Melvyn Moscoe
TRIO GROWTH TRUST
By: /s/ Barbara Glickman
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Barbara Glickman, Solely as Trustee
By: /s/ Melvyn Moscoe
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Melvyn Moscoe, Solely as Trustee
