SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 APOLO GOLD INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                        NEVADA
                ----------------------   ----------------------
               (State of Incorporation) (I.R.S. Employer ID No.)


               1458 - 409 Granville Street, Vancouver, BC V6C 1T2
               --------------------------------------------------
                         (Address of Principal Offices)

                            The APOLO GOLD INC. 2004
                                Stock Option Plan
                             ----------------------
                            (Full Title of the Plan)

                              Martial H. Levasseur
                                 APOLO GOLD INC.
               1458 - 409 Granville Street, Vancouver, BC V6C 1T2
               --------------------------------------------------
                     (Name and address of Agent for Service)

                              (604) 687 4150

          (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
- ---------------------------------------------------------------------------
Common Stock(1)    10,000,000    0.075       $750,000        $60.68

(1)  Issuable pursuant to Plan options.

(2)  Estimated Price in accordance with Rule 457(h)and based upon the last
     reported sale of $0.085 per share on the NASD OTC Electronic Bulletin Board
     on September 26, 2003


<PAGE>



                                     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 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, 2002 filed on September 30, 2002;

(b) The Registrant's Quarterly Report on Form 10-QSB for the three month period
ended September 30, 2002, filed on November 13, 2002;

(c) 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,

<PAGE>
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

          99.2 The Apolo Gold Inc., 2004 Stock Option Plan

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.
<PAGE>
          (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.


<PAGE>



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
----------------------
Martial Levasseur, President, Director
September 25, 2003

/s/ ROBERT DINNING
-------------------
Robert Dinning, Chief Financial Officer, Director
September 25, 2003


<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 APOLO GOLD INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                        NEVADA
                ----------------------   ----------------------
               (State of Incorporation) (I.R.S. Employer ID No.)

               1458 - 409 Granville Street, Vancouver, BC V6C 1T2
               --------------------------------------------------
                         (Address of Principal Offices)

                            The APOLO GOLD INC. 2004
                                Stock Option Plan
                             ----------------------
                            (Full Title of the Plan)

                              Martial H. Levasseur
                                 APOLO GOLD INC.
               1458 - 409 Granville Street, Vancouver, BC V6C 1T2
               --------------------------------------------------
                     (Name and address of Agent for Service)

                              (604) 687 4150

          (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
- ---------------------------------------------------------------------------
Common Stock(1)    10,000,000    0.075       $750,000        $60.68

(1)  Issuable pursuant to Plan options.

(2)  Estimated Price in accordance with Rule 457(h)and based upon the last
     reported sale of $0.085 per share on the NASD OTC Electronic Bulletin Board
     on September 26, 2003
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 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, 2002 filed on September 30, 2002;

(b) The Registrant's Quarterly Report on Form 10-QSB for the three month period
ended September 30, 2002, filed on November 13, 2002;

(c) 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

          99.2 The Apolo Gold Inc., 2004 Stock Option Plan

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
----------------------
Martial Levasseur, President, Director
September 25, 2003

/s/ ROBERT DINNING
-------------------
Robert Dinning, Chief Financial Officer, Director
September 25, 2003