FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2008 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number: 0-27791 APOLO GOLD & ENERGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 98-0412805 ---------------------- ------------------- (State of incorporation) (IRS Employer ID No.) #12-1900 Indian River Cr. North Vancouver, BC V7G 2R1 -------------------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (604) 970-0901 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act: Large Accelerated Filer |_| Accelerated Filer |_| Non-accelerated Filer |_| Smaller reporting company |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [_] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [_] No [_] As of February 10, 2009, the Registrant had 82,953,729 Shares of Common Stock outstanding. Transitional Small Business Disclosure Format (check one); Yes [ ] No [X] Item 1. Financial Statements. APOLO GOLD & ENERGY INC. (An Exploration Stage Company) BALANCE SHEETS (unaudited) December 31, June 30, 2008 2008 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 4,448 $ 5,803 ----------- ----------- Total Current Assets 4,448 5,803 ----------- ----------- FIXED ASSETS Mining equipment 95,174 95,174 Less accumulated depreciation (95,174) (95,174) ----------- ----------- -- -- ----------- ----------- TOTAL ASSETS $ 4,448 $ 5,803 =========== =========== LIABILITIES & STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 171,210 $ 180,011 Loans payable, related parties 362,389 269,817 ----------- ----------- Total Current Liabilities 533,599 449,828 ----------- ----------- COMMITMENTS AND CONTINGENCIES -- -- ----------- ----------- STOCKHOLDERS' DEFICIT Common stock, 200,000,000 shares authorized, $0.001 par value; 82,953,729 and 80,453,729 shares issued and outstanding, respectively 82,954 80,454 Additional paid-in capital 6,952,874 6,930,374 Accumulated deficit prior to exploration stage (1,862,852) (1,862,852) Deficit accumulated during exploration stage (5,702,127) (5,592,002) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (529,151) (444,026) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 4,448 $ 5,803 =========== =========== The accompanying condensed notes are an integral part of these interim financial statements. 2 APOLO GOLD, INC. (An Exploration Stage Company) STATEMENTS OF OPERATIONS Period from April 16, 2002 (Inception of Three Months Ended Six Months Ended Exploration December 31, December 31, Stage) To -------------------------- ---------------------------- December 31, 2008 2007 2008 2007 2008 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) ----------- ----------- ------------ ------------ ------------ REVENUES $ -- $ -- $ -- $ -- $ ----------- ----------- ------------ ------------ EXPENSES Consulting and professional fees 60,901 45,650 103,377 82,703 1,753,733 Exploration costs -- -- -- 182 2,449,248 Stock Compensation -- -- -- -- 381,340 General and administrative expenses 3,760 1,575 6,748 25,115 970,721 ----------- ----------- ------------ ------------ ------------ TOTAL EXPENSES 64,661 47,225 110,125 107,999 5,555,042 ----------- ----------- ------------ ------------ ------------ LOSS FROM OPERATIONS (64,661) (47,225) (110,125) (107,999) (5,555,042) OTHER INCOME (EXPENSE) Loss on sale of mining equipment -- -- -- -- (177,193) Gain on settlement of debt -- -- -- -- 28,922 Other income -- -- -- -- 1,186 ----------- ----------- ------------ ------------ ------------ -- -- -- -- (147,085) ----------- ----------- ------------ ------------ ------------ LOSS FROM OPERATIONS (64,661) (47,225) (110,125) (107,999) (5,702,127) INCOME TAXES -- -- -- -- -- ----------- ----------- ------------ ------------ ------------ NET LOSS 64,661 (47,225) (110,125) (107,999) (5,702,127) NET LOSS PER SHARE, BASIC AND DILUTED $ nil $ nil $ (0.01) $ (0.01) =========== =========== ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED: 82,627,642 80,453,729 81,540,686 79,353,729 =========== =========== ============ ============ The accompanying condensed notes are an integral part of these interim financial statements. 3 APOLO GOLD & ENERGY INC. (An Exploration Stage Company) STATEMENTS OF CASH FLOWS Period from April 16, 2002 (Inception of Exploration Six Months Ended Stage) December 31, Through -------------------------- December 31, 2008 2007 2008 (unaudited) (unaudited) (unaudited) ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (110,125) $ (107,999) $(5,702,127) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation -- 7,660 95,176 Loss on sale of mining equipment -- -- 177,193 Options exercised for services -- -- 276,691 Gain on settlement of debt -- -- (28,922) Stock issued for current debt -- -- 470,041 Stock issued for officer's wages and services -- -- 252,700 Stock issued for professional services 25,000 -- 272,060 Stock issued for exploration costs -- 135,622 711,000 Stock options granted -- -- 381,340 Expenses paid on behalf of Company -- -- 42,610 Decrease (increase) in: Loans and advance receivable -- 10,015 -- Increase (decrease) in: Accounts payable (8,801) (115,253) 177,018 Accrued expenses -- -- (5,807) Accrued payables, related parties 92,572 57,944 362,389 ----------- ----------- ----------- Net cash (used) by operating activities (1,354) (12,011) (2,518,638) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets -- -- (95,174) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from related party loans -- -- 57,733 Proceeds from borrowings -- -- 84,937 Proceed from subscription receivable -- -- 25,000 Proceeds from sale of common stock -- -- 2,397,835 ----------- ----------- ----------- Net cash provided by financing activities -- -- 2,565,505 ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,354) (12,011) (1,355) Cash and Cash Equivalents, beginning of year 5,803 17,616 5,803 ----------- ----------- ----------- Cash and Cash Equivalents, end of year $ 4,448 $ 5,605 $ 4,448 =========== =========== =========== NON-CASH INVESTING AND FINANCING ACTIVITIES: Note receivable from sale of mining equipment $ -- $ -- $ 45,000 Shares issued on settlement of debt $ -- $ -- $ 106,700 The accompanying condensed notes are an integral part of these interim financial statements. 4 APOLO GOLD & ENERGY, INC. CONDENSED NOTES TO THE FINANCIAL STATEMENTS (An Exploration Stage Company) December 31, 2008 (unaudited) -------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION The financial statements have been prepared in accordance with generally accepted accounting principles for the interim financial information with the instructions to Form 10-Q and Rule 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of only normal accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and notes thereto included in the Company's Annual Report on Form 10K for the year ended June 30, 2008. The Company's fiscal year-end is June 30. NOTE 2 - ACCOUNTING POLICIES This summary of significant accounting policies of Apolo Gold & Energy, Inc. is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Basic and Diluted Loss Per Share -------------------------------- Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share are the same, as inclusion of common stock equivalents would be antidilutive. Going Concern ------------- The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered material recurring losses from operations since inception. At December 31, 2008, the Company had a negative working capital of $529,151 from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. 5 Continuation of the Company is dependent on achieving sufficiently profitable operations and possibly obtaining additional financing. Management has and is continuing to raise additional capital from various sources. There can be no assurance that the Company will be successful in raising additional capital should it decide additional capital is required. The financial statements do not include any adjustment relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates ---------------- The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Fair Value of Financial Instruments ----------------------------------- The carrying amounts for cash, accounts payable, and loans payable, related parties approximate their fair value. The Company is not exposed to significant interest, credit or currency risk arising from these financial instruments due to their short term nature. Recent Accounting Pronouncements -------------------------------- In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company's fiscal year beginning November 1, 2009. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements". This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company's fiscal year beginning November 1, 2009. The adoption of this statement is not expected to have a material effect on the Company's financial statements. 6 In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("FAS 161"). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. The guidance in FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact of FAS 161. In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. This statement shall be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "the Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". We do not expect this adoption will have a material impact on our financial statements. In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60" ("SFAS 163"). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. The Company is currently evaluating the impact of SFAS 163 on its financial statements but does not expect it to have a material effect. NOTE 3 - COMMON STOCK During the three months ending December 31, 2008, the Company issued 2,500,000 shares of common stock for services. There are currently 82,953,729 shares outstanding at December 31, 2008. NOTE 4 - STOCK OPTIONS The Company has seven common stock option plans: the Apolo Gold, Inc. 2000 Stock Option Plan; Apolo Gold, Inc. 2002 Stock Option Plan; Apolo Gold, Inc. 2003 Stock Option Plan; Apolo Gold, Inc. 2004 Stock Option Plan; the 2004 Stock Option Plan #A; and 2005 Stock Option Plan (hereinafter "the Plans") adopted in July 2000, May 2002, November 2002, September 2003, March 2004, February 2005, and May 2006 respectively. Their purpose is to advance the business and development of the Company and its shareholders by enabling employees, officers, directors and independent contractors or consultants of the Company the opportunity to acquire a proprietary interest in the Company from the grant of options to such persons under the Plans' terms. The Plans provide that the Company's board of directors may exercise its discretion in awarding options under the Plans, not to exceed 5,000,000 for the 2000 Plan, 5,000,000 for the 2002 Plan, 7,500,000 for the 2003 Plan, 15,000,000 for the 2004 and the 2004A Plans and 8,000,000 for the 2006 Plan. The Board determines the per share option price for the stock subject to each option. All options authorized by each plan must be granted within ten years from the effective date of the Plan. There is no express termination date for the options, although the Board may vote to terminate the Plan. The exercise price of the options will be determined at the date of grant. The following is a summary of the Company's stock option plans: Number of Weighted Average Shares Exercise Price ---------- ------------- Options exercisable at June 30, 2008 $8,950,000 $ 0.11 Granted -- -- Exercised -- -- ---------- ------------- Outstanding at December 31, 2008 8,950,000 0.11 ========== ============= Weighted average fair value of options $ 0.08 ------------- At December 30, 2008, there were no additional options issued. 7 NOTE 5 - COMMITMENTS AND CONTINGENCIES Foreign Operations ------------------ The accompanying balance sheet at December 31, 2008 includes $4,448 of cash in Canada and $95,174 of equipment, primarily in Indonesia. This equipment has been fully depreciated at June 30, 2008. Although these countries are considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company's operations. Compliance with Environmental Regulations ----------------------------------------- The Company's mining activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays, affect the economics of a project, and cause changes or delays in the Company's activities. NOTE 6 - RELATED PARTY TRANSACTIONS The Company accrued consulting fees as due to two officers for a total of $60,000 for the six months ending December 31, 2008. On October 2, 2008, a director submitted his resignation as a director of the Company. In addition, the director submitted an invoice for services of $24,000 that the Company does not recognize as there was no agreement and no authorization for said expense. NOTE 7 - SUBSEQUENT EVENT An outstanding trade debt of $113,520 has been forgiven per written agreement dated January 30, 2009. This will be reflected in the next quarterly filing for March 31, 2009. 8 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations General Overview Apolo Gold & Energy Inc. ("Company") was incorporated in March 1997 under the laws of the State of Nevada. Its objective was to pursue mineral properties in South America, Central America, North America and Asia. The Company incorporated a subsidiary - Compania Minera Apologold, C.A in Venezuela to develop a gold/diamond mining concession in Southeastern Venezuela. Project was terminated in August 2001, due to poor testing results and the property abandoned. This subsidiary company has been inactive since 2001 and will not be reactivated. On April 16, 2002, the Company announced the acquisition of the mining rights to a property known as the Napal Gold Property, ("NUP"). This property is located 48 km south-west of Bandar Lampung, Sumatra, Indonesia. The property consists of 733.9 hectares and possesses a Production Permit (a KP) # KW. 098PP325. The terms of the Napal Gold Property call for a total payment of $375,000 US over a six-year period of which a total of $250,000 have been made to date. Company paid $250,000 over the past 5 years and subsequent to the year ending June 30, 2008 the Company terminated its agreement on the NUP property and returned all exploration rights to the owner. The Company continues to pursue opportunities in the natural resource industry and will consider an investment in any other energy related business in order to create value. At December 31, 2008, the Company had funds on hand of $4,448. The Company recognizes that it does not have sufficient funds on hand to finance its operations on an ongoing basis. The Company further recognizes that it is dependent on the ability of its management team to obtain the necessary working capital in order to complete projects started and operate successfully. There is no assurance that the Company will be able to obtain additional capital as required, or if the capital is available, to obtain it on terms favorable to the Company. The Company may suffer from a lack of liquidity in the future that could impair its exploration efforts and adversely affect its results of operations. Results of Operations -------------------------------------------------------------------------------- In the six months ended December 31, 2008, the Company incurred a loss of $110,125 vs. a loss of $ $107,999 for the six months ended December 31, 2007. Expenses in the six months ending December 31, 2008 amounted to $110,125, compared to expenses incurred in the six months ending December 31, 2007 of $107,999. Consulting fees were higher at $103,377 vs. $82,703 as a result of fees incurred investigating business opportunities in the energy field. General and administrative expenses in the six months ending December 31, 2008 amounted to $6,748 vs. $25,115 for the six months ending December 31, 2007. The main reason for the reduction in costs is there is no depreciation charges in the current period as the equipment in Indonesia was fully written off in the year ending June 30, 2008. In addition to this, the Company lease on office space was not renewed and the Company was able to reduce its rental expense significantly. 9 In the three months ending December 31, 2008, the Company incurred a loss of $64,611 vs. a loss of $47,225 for the three months ending December 31, 2007. The increase is the loss was directly attributed to increased consulting fees regarding costs of reviewing business opportunities. Administrative costs for the three months ending December 31, 2008 were $3,760 vs. $1,575 for the three months ending December 31, 2007. The Company recognizes that it will require additional capital in order to continue its search for a mineral property or other projects that will be beneficial to the shareholders of the company. There is no assurance at this time that said capital can be raised on terms and conditions acceptable to management. At December 31, 2008 there were 82,953,729 shares outstanding which has increased by 2,500,000 shares from June 30, 2008. The shares were issued for services rendered in pursuit of resource/energy projects. The Company at December 31, 2008 has current trade accounts payable of $139,891 and amounts due to former affiliates of $31,320 for a total of $171,211 compared to $160,197 payable at December 31, 2007. Loans payable to related parties at December 31, 2008 amounted to $362,389 compared to $210,474 as at December 31, 2007. These loans include fees payable to current officers of the Company. There are currently no specific terms of repayment of these items. Cash on hand at December 31, 2008 amounted to $4,448. The Company is aware that additional financing will be required in order to continue its pursuit of a mineral property opportunity or a comparable opportunity in a related field. There is no assurance that additional funding will be successfully completed. The Company has no employees other than officers and uses consultants as and when necessary. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- The Company has limited financial resources at December 31, 2008 with funds on hand of $4,448 vs. $5,803 at June 30, 2008 and $5,605 at December 31, 2007. During the six months ending December 31, 2008, the Company has pursued opportunities in the energy sector. A number of opportunities have been reviewed and to date none has resulted in a Definitive Agreement. The Company continues to pursue these opportunities and has engaged consultant to assist in identifying an opportunity and executing on it. The Company has current accounts payable of $171,211, which includes trade payables of $139,891.This compares to payables of $180,011 at June 30, 2008 and payables of $160,197 at December 31, 2007. Related party loans at December 31, 2008 amount to $362,389 compared to $269,817 at June 30, 2008 and $210,474 at December 31, 2007. These loans are due to directors/officers of the Company for services and loans advanced to the Company. While the Company continues to seek out additional capital, there is no assurance that they will be successful in completing this necessary financing. The Company recognizes that it is dependent on the ability of its management team to obtain the necessary working capital required. While in the pursuit of additional working capital, the Company is also very active in reviewing other resource development opportunities and will continue with these endeavors. Inflation has not been a factor during the six months ending December 31, 2008. 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 4. Controls and procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance. As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There have been no changes in the Company's internal controls or in other factors that have affected or are reasonably likely to affect the internal controls subsequent to the date the Company completed its evaluation. Part II - Other Information Item 1 .- Legal Proceedings: There are no proceedings to report. Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds. None Item 3. - Default Upon Senior Securities: There are no defaults to report. Item 4. - Submission of Matters to a Vote of Security Holders: None. Item 5. - Other Information: None Item 6. - Exhibits 31.1 Sarbanes Oxley Section 302 Certification from C.E.O. 31.2 Sarbanes Oxley Section 302 Certification from C.F.O. 32.1 Sarbanes Oxley Section 906 Certification from C.E.O. 32.2 Sarbanes Oxley Section 906 Certification from C.F.O. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. APOLO GOLD & ENERGY, INC. Dated: February 13, 2009 /s/ Robert G. Dinning ---------------------- Robert G. Dinning, CFO and Secretary 12