March 25, 2005

via U.S. Mail							via facsimile

Mr. Robert Dinning						Mr. Dennis Brovarone
Director, Chief Financial Officer, Secretary			(303) 466-
4826
Apolo Gold Inc.
#1209-409 Granville St.
Vancouver, British Columbia V6C 1T2

Re:	Apolo Gold Inc.
		Schedule 14A
      Supplemental Draft Response filed on March 21, 2005
	File No. 0-27791

	Form 10-KSB for the year ended June 30, 2004
	Filed August 30, 2004
	File No. 0-27791

Forms 10-QSB for the quarters ended September 30, 2004 and
December
31, 2004, as amended
Filed November 12, 2004 and February 11, 2005

Dear Mr. Dinning:

      We have limited our review of your above Schedule 14A to
your
letter dated March 21, 2005, your proposed changes to the Schedule
14A, and to each amended Form 10-QSB, and have the following
comments.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



Schedule 14A

Proposal 1 - Election of Directors

1. We note the disclosure that Mr. Kincaid has negotiated several
transactions in the Middle East, including Libya.  We also note
the
disclosure that Mr. Kincaid "will be involved in ongoing
negotiations
in Libya" as the Company pursues opportunities there.
Supplementally
explain, with a view towards disclosure, the nature and extent of
the
Company`s business interests and negotiations in Libya.  In
addition,
advise us whether or not Mr. Kincaid will serve as the Company`s
point person for pursuing business opportunities in Libya.  In
view
of the fact that Libya has been identified by the U.S. State
Department as a state sponsor of terrorism, please also advise us
of
the materiality to the Company of conducting operations in Libya,
and
give us your view as to whether those operations would constitute
a
material investment risk for your security holders.  We may have
further comments.

Proposal 3 - Amend the Articles of Incorporation to authorize a
Class
of Preferred Stock

2. We note your response to our comment disclosing your specific
plans for the 5,000,000 share Series A Preferred Stock.  However,
we
note that you have not explained your plans for the other
20,000,000
preferred shares you seek to create. Do you have any current
plans,
proposals, or arrangements to issue any of those additional
shares?
For example, are there any proposals or plans to acquire any
business
or engage in any investment opportunity with the additional
shares?
If so, please disclose and if not, please state that you have no
such
plans, proposals or arrangements written or otherwise at this
time.

Further, in this regard, please clarify whether the Series A
Preferred Stock is being issued as part of your acquisition of a
22%
interest in the Kazakhstan oil property.  If so, include all of
the
information required by Schedule 14A with respect to the
acquisition.
Refer to Note A of Schedule 14A.

Forms 10-QSB

Controls and Procedures

3. Item 307 of Regulation S-B requires the effectiveness of the
small
business issuer`s disclosure controls and procedures to be
evaluated
as of the end of the period covered by the report.  Ensure that
your
evaluation of the effectiveness of disclosure controls and
procedures
was conducted as of the end of the period covered by the report
and
revise this section to reflect such date of the evaluation.

4. This section indicates that "[t]here have been no significant
changes in the Company`s internal controls or in other factors
that
could significantly affect internal controls subsequent to the
date
the Company completed its evaluation."  Revise to comply with Item
308(c) of Regulation S-B.  Specifically, disclose whether there
have
been "any changes," as opposed to "significant changes."  Consult
the
last paragraph of section II.J. found in Release No. 33-8238 for
additional guidance.

Further, revise this section to address change(s) that "materially
affect, or is reasonably likely to materially affect," rather than
"significantly affect" the Company`s internal control over
financial
reporting.

5. You cite to the incorrect rule for the definition of
"disclosure
controls and procedures." Revise to reflect the correct rule.  See
Rules 13a-15(e) and 15d-15(e) for additional guidance.
Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Direct any questions regarding this matter to Jason Wynn, at
(202) 824-5665, or in his absence, to Tangela Richter, Branch
Chief,
at (202) 942-1837.   Please send all correspondence to us at the
following ZIP code:  20549-0405.


							Sincerely,



							H. Roger Schwall
							Assistant Director


cc: 	J. Wynn
	T. Richter


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Apolo Gold Inc.
March 25, 2005
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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