SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
APOLO GOLD INC.
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(Exact name of Registrant as specified in its charter)
NEVADA
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(State of Incorporation) (I.R.S. Employer ID No.)
1458 - 409 Granville Street, Vancouver, BC V6C 1T2
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(Address of Principal Offices)
The APOLO GOLD INC.2004
Stock Option Plan II
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(Full Title of the Plan)
Martial H. Levasseur
APOLO GOLD INC.
1458 - 409 Granville Street, Vancouver, BC V6C 1T2
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(Name and address of Agent for Service)
(604) 687 4150
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Reg.
Registered Registered Per Share Offrg. Price Fee
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Common Stock(1) 5,000,000 0.30 $1,500,000 $190.05
(1) Issuable pursuant to Plan options.
(2) Estimated Price in accordance with Rule 457(h)and based upon the last
reported sale of $0.30 per share on the NASD OTC Electronic Bulletin Board
on April 5, 2004
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Apolo Gold Inc. 2004
Stock Option Plan II which is not being filed as part of this Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the "Securities Act") will be sent or given to the
participant by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10KSB for the fiscal year ended June
30, 2003 filed on September 30, 2003;
(b) The Registrant's Quarterly Report on Form 10-QSB for the three month period
ended September 30, 2003, filed on November 13, 2003;
(c) The Registrant's Quarterly Report on Form 10-QSB for the six month period
ended December 31, 2003, filed on February xx, 2004;
(d) All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, (the Exchange Act) are incorporated by reference
herein and in the Section 10 Prospectus to be a part thereof from the date
of filing of such documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares being
issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of Williams & Webster P.S., Certified Public Accountants
99.1 The Apolo Gold Inc., 2004 Stock Option Plan II
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes.
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information in the Registration Statement;
(iii) To include any material information with respect to the
Plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
that are incorporated by reference into 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 to the securities offered therein, and the offering
of such securities offered 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.
(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
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the 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 provisions
described in Item 6, 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 that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Company caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
APOLO GOLD, INC.
By:
/s/ Martial Levasseur
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MARTIAL LEVASSEUR
Robert E. Lee, President, Director
April 6, 2004
/s/ ROBERT DINNING
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Robert Dinning, Chief Financial Officer, Director
April 6, 2004