UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2010

o¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

APOLLO CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

FLORIDA		001-34296		22-3962092
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20900 N.E. 30thAvenue, 8th Floor

Aventura, FL 33180

(Address of principal executive offices) (Zip Code)

(786) 871-4858

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year, if change since last report)~~n/a

~~Check whether the registrant has~~ (~~1) filed all reports required to be filed by Section~~Former 13name, offormer ~~15(d)~~address ofand ~~the~~former ~~Exchange~~fiscal ~~Act during the past 12 months (or for such shorter period the Company was required to file such reports)~~year, ~~and~~if ~~(2)~~changed ~~has~~since ~~been subject~~last ~~to such filing requirements for the past 90 days. x Yes o No~~report)

Check whether the registrant has (1) filed all reports required to be filed by Section 13 of 15(d) of the Exchange Act during the past 12 months (or for such shorter period the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

o ¨ Large accelerated filer ~~o Accelerated~~ ¨ Accelerated filer o ¨ Non-accelerated filer x Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

o ¨ Yes x No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 1622,644,659 as of ~~May~~August 2413, 2010.

TABLE OF CONTENTS

			Page Number
PART I.	~~FINANCIAL INFORMATION~~	FINANCIAL INFORMATION
Item 1.	~~Condensed Consolidated Balance Sheets at March 31, 2010 and December 31, 2009 (unaudited)~~	Condensed Consolidated Balance Sheets at June 30, 2010 and December 31, 2009 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited)		4
		Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2010 and 2009 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2009 and the three months ended March 31, 2010 (unaudited)		5
		Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2009 and the six months ended June 30, 2010 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited)		6
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (unaudited)	6
	~~Notes to Condensed Consolidated Financial Statements (unaudited)~~	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 3.	~~Quantitative and Qualitative Discussion About Market Risk~~	Quantitative and Qualitative Discussion About Market Risk	1314
Item 4.	~~Controls and Procedures~~	Controls and Procedures	1314
PART II.	~~OTHER INFORMATION~~	OTHER INFORMATION
Item 6.	~~Exhibits~~	Exhibits	1315
Signatures			1415

~~PART~~APOLLO ~~I. FINANCIAL~~CAPITAL ~~INFORMATION~~GROUP

~~Item~~CONDENSED 1.CONSOLIDATED ~~Financial~~BALANCE ~~Statements.~~SHEETS

APOLLO CAPITAL GROUP, INC.

	June 30,			December 31,
	2010			2009
	(unaudited)			(audited)

ASSETS

Current Assets:
Cash and cash equivalents	$	525		$	11,948
Accounts receivable, net of allowance		-			15,959
Inventory		-			3,561

Total Current Assets		525			31,468

Equipment, net of depreciation		-			9,048

Due from related party		-			1,750
Investment in subsidiary		166,447			-

Total Assets	$	166,972		$	42,266

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable	$	32,585		$	30,179
Accrued liabilities		1,619			9,835
Accrued salaries		149			7,149
Accrued liabilities - related party		-			-

Total Current Liabilities		34,353			47,163

Convertible notes payable - related party		-			67,442
Loan payable - stockholder		90,000			-

Total Liabilities		124,353			114,605

Stockholders' Deficit:
Common stock, $.001 par value 100,000,000 authorized 16,644,625 issued and outstanding		16,645			16,645
Additional paid in capital		259,446			259,446
Accumulated deficit		(233,472	)		(348,430	)

Total Stockholders' Deficit		42,619			(72,339	)

Total Liabilities and Stockholders' Deficit	$	166,972		$	42,266

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

MARCH 31, 2010 AND DECEMBER 31, 2009

	March 31, 2010		December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	60,549	$	11,948
Accounts receivable, net		9,026		15,959
Inventory		2,025		3,561
Total current assets		71,600		31,468
Equipment, net of accumulated depreciation		8,165		9,048
Due from related parties		1,750		1,750
Total assets	$	81,515	$	42,266

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	38,043		$	30,179
Accrued liabilities		12,271			9,835
Accrued salaries		149			7,149
Accrued liabilities - related party		2,100			-
Total current liabilities		52,563			47,163
Convertible notes payable - related party		85,461			67,442
Loan payable - stockholder		90,000			-
Total Liabilities		228,024			114,605
Stockholders' deficit:
Common stock, $0.001 par value per share; 100,000,000 authorized 16,644,659, issued and outstanding		16,645			16,645
Additional paid in capital		259,446			259,446
Accumulated deficit		(422,600	)		(348,430	)
Total stockholders' deficit		(146,509	)		(72,339	)
Total liabilities and stockholders' deficit	$	81,515		$	42,266

See accompanying notes to the condensed consolidated financial statements.

APOLLO CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS ~~OF OPERATIONS (UNAUDITED)~~

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~OF OPERATIONS

	2010			2009
Sales	$	14,922		$	28,517
Cost of sales		14,175			19,556
Gross profit		747			8,961
General and administrative expenses		73,196			68,456
Operating loss		(72,449	)		(59,495	)
Other expense:
Interest expense		(1,721	)		(7	)
Net loss	$	(74,170	)	$	(59,502	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average shares outstanding		16,644,659			14,017,034

(UNAUDITED)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2010			2009			2010			2009

Sales	$	23,432		$	35,316		$	38,354		$	63,833

Cost of Sales		13,711			18,429			27,887			37,985

Gross Profit		9,721			16,887			10,467			25,848

General and administrative expenses		178,156			65,616			251,352			136,456

Operating loss		(168,435	)		(48,729	)		(240,885	)		(110,608	)

Other income (expense)
Forgiveness of debt		1,793			-			1,793			-
Gain on deconsolidation of subsidiary shares		357,712			-			357,712			-
Interest expense		(1,941	)		-			(3,662	)		(7	)

Net profit (loss)	$	189,129		$	(48,729	)	$	114,958		$	(110,615	)

Basic and diluted income (loss) per common share	$	0.01		$	(0.00	)	$	0.01		$	(0.01	)

Basic and diluted weighted average shares outstanding		16,644,659			15,419,368			16,644,659			14,742,963

See accompanying notes to the condensed consolidated financial statements.

APOLLO CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CHANGES IN STOCKHOLDERS~~’ DEFICIT~~' ~~(UNAUDITED)~~DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2009 AND THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2010

	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2008 as previously stated		13,110,150	$	13,110	$	64,130	$	(126,410	)	$	(49,170	)
Restatement adjustment		-		-		-		(8,121	)		(8,121	)
Balance, December 31, 2008 as restated		13,110,150	$	13,110	$	64,130	$	(134,531	)	$	(57,291	)
Balance, December 31, 2008, as restated		13,110,150		13,110		64,130		(134,531	)		(57,291	)
Issuance of common shares from settlement of liabilities		3,534,509		3,535		67,155		-			70,690
Issuance of shares of common stock from settlement of liabilities		3,534,509		3,535		67,155		-			70,690
Forgiveness of liabilities from stockholders		-		-		113,682		-			113,682
Company expenses paid by stockholders		-		-		14,479		-			14,479
Net loss		-		-		-		(213,899	)		(213,899	)
Balance, December 31, 2009		16,644,659		16,645		259,446		(348,430	)		(72,339	)
Balance, December 31, 2009 (audited)		16,644,659		16,645		259,446		(348,430	)		(72,339	)
Net loss		-		-		-		(74,170	)		(74,170	)
Net profit		-		-		-		114,958			114,958
Balance, March 31, 2010		16,644,659	$	16,645	$	259,446	$	(422,600	)	$	(146,509	)
Balance, June 30, 2010 (unaudited)		16,644,659	$	16,645	$	259,446	$	(233,472	)	$	42,619

See accompanying notes to the condensed consolidated financial statements.

APOLLO CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(UNAUDITED)~~

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~(UNAUDITED)

	2010			2009
	For the six months ended
Cash flows from operating activities:
	June 30,			June 30,
Net loss	$	(74,170	)	$	(59,502	)
	2010			2009
Adjustments to reconcile net loss to net cash used in operating activities:
Operating Activities:
Depreciation and amortization		883			983
Net profit (loss)	$	114,958		$	(110,615	)
Stock issued for services		-			13,300
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in:
Depreciation and amortization		1,766			1,583
Accounts receivable, net		6,933			5,868
Bad debt		(9,193	)		-
Inventory		1,536			2,235
Gain on deconsolidation of subsidiary shares		(357,712	)		-
(Increase) decrease in:
Subsidiary shares issued for services		62,825			-
Accounts payable		7,864			6,273
Stock issued for services & related party debt		-			38,300
Accrued liabilities		2,436			(1,158	)
Changes in assets and liabilities:
Accrued salaries		(7,000	)		(918	)
Accounts receivable		13,508			6,295
Accrued liabilities - related party		2,100			15,929
Inventory		3,561			5,138
Net cash used in operating activities		(59,418	)		(16,990	)
Accounts payable		2,406			11,228
Cash flows from investing activities:		-			-
Accrued liabilities		(8,216	)		(751	)
Cash flows from financing activities:
Accrued salaries		(7,000	)		(574	)
Proceeds from related party advances		-			19,453
Accrued liabilities - related party		-			23,820
Proceeds from related party convertible note payable		18,019			-
Net cash used in operating activities		(183,097	)		(25,576	)
Loan from stockholder		100,000			-
Investing Activities:
Repayment on loan from stockholder		(10,000	)		-
Net assets of deconsolidated subsidiary		(11,601	)		-
Net cash provided by financing activities		108,019			19,453
Net cash used in investing activities		(11,601	)		-
Net increase in cash and cash equivalents		48,601			2,463
Financing Activities:
Cash and cash equivalents, beginning of year		11,948			2,884
Proceeds from subsidiary convertible notes payable		93,275			-
Cash and cash equivalents, end of year	$	60,549		$	5,347
Loan from stockholder, net of repayments		90,000			30,933
Supplemental cash flow information:
Net cash provided by financing activities		183,275			30,933
Cash paid for interest	$	-		$	-
Net (Decrease) Increase in Cash		(11,423	)		5,357
Cash at Beginning of Period		11,948			2,884
Cash at End of Period	$	525		$	8,241
Supplemental Disclosures:
Cash paid for interest	$	-		$	-

See accompanying notes to the condensed consolidated financial statements.

APOLLO CAPITAL GROUP, INC.

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~CONDENSED OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS (UNAUDITED)~~STATEMENTS

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~(UNAUDITED)

~~Note~~FOR THE 1SIX –MONTHS ~~Nature~~ENDED ~~of Operations~~JUNE 30, 2010 AND 2009

NOTE 1

NATURE OF OPERATIONS

Apollo Capital Group, Inc. (“The Company” or “Apollo”) f/k/a Apollo Entertainment Group, Inc. was incorporated in the State of Florida on April 12, 2007 under the name Pop Starz Publishing Corp. as a wholly owned subsidiary of Pop Starz Records, Inc. On June 24, 2008, the Company changed its name to Apollo Entertainment Group, Inc. and on the same date, the authorized number of shares was increased from 10,000 to 100,000,000 and the par value of the common stock was changed from $ .01 to $.001.

On September 15, 2008, the Company filed an S-1 registration with the Securities and Exchange Commission registering 4,553,081 shares of Apollo’s Company stock. These registered shares were distributed by Pop Starz Records, Inc. at which time Pop Starz Records, Inc. ceased to be the Company’s parent. The registration statement was declared effective on October 3, 2008. Following a stock sale agreement on October 19, 2009, the Company changed its name to Apollo Capital Group, Inc. on December 10, 2009.

Apollo is a holding corporation. All of its operations were conducted through its subsidiary, Alpha Music Mfg. Corp. which is a Florida corporation, incorporated on June 24, 2008. The Company, through its subsidiary, Alpha Music Mfg. Corp. (“Alpha”), offers the services of audio CD/CD Rom duplication and replication, DVD duplication, and vinyl record pressing throughout the United States.

On October 19, 2009, the Company entered into a Stock Purchase and Sale Agreement between two outside, unrelated parties and the current stockholders of record comprising approximately 96% of the outstanding shares of the Company. Pursuant to the Stock Purchase and ~~sale~~Sale Agreement, the Company has filed a registration statement on Form S-1 to register the shares of Alpha. Upon effectiveness of the registration statement, the Company has agreed to to distribute the Alpha shares to the Company shareholders of record at October 18, 2009.

On October 19, 2009, the sole officer and director of the Company resigned her position and all contracts and agreements between the sellers and the Company were deemed cancelled. In addition, all financial obligations owed to Apollo by Alpha Music Mfg. Corp. were forgiven and cancelled.

The accompanying unaudited interim financial statements as of ~~March~~June 3130, 2010 and for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009 have been prepared in accordance with generally accepted accounting principles generally accepted for interim financial statement presentation and in accordance with the ~~with the~~ instructions to Form 10-Q and rule 10-01 of Regulation S-X. Accordingly, they do ~~not~~ not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, the financial ~~statements~~ statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of ~~March~~June 3130, 2010 and the results of operations for the three and six months ended ~~March~~June 3130, 2010 and 2009, and cash flows for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009. The results of operations for the three and six months ended ~~March~~June 3130, 2010 and 2009 are not necessarily indicative of the results to be expected for the full year ended December 31, 2010. These financial statements should be read in conjunction with the financial statements and notes included in the Company’s 2009 Annual Report on Form ~~10-K~~10K.

APOLLO CAPITAL GROUP, INC.

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~CONDENSED OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS (UNAUDITED)~~STATEMENTS

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~(UNAUDITED)

~~Note~~FOR THE 2SIX –MONTHS ~~Summary~~ENDED ~~of Significant~~JUNE ~~Accounting~~30, ~~Policies~~2010 AND 2009

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash and are of an original maturity of three months or less.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to short-term maturities of these instruments.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of ~~the~~ the Company and its wholly owned subsidiary, Alpha Music Mfg. Corp. All significant inter-company balances and transactions have been eliminated upon consolidation. (See Note 6)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable.

Cash

At various times during the year, the Company may have deposits with financial institutions in excess of the federally insured limits. However, the Company maintains its cash with high quality financial institutions, which the Company believes limits these risks.

Accounts Receivable

The Company does business and extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral. Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company obtains detailed credit evaluations of customers and establishes credit limits as required. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.

Accounts Receivable

Accounts receivable are carried at the amount billed to customers, net of the allowance for doubtful accounts. The allowance for doubtful accounts is an estimate for credit losses based on a review of all outstanding amounts on a periodic basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Accounts receivable are written off when deemed un-collectible. Recoveries of accounts receivable previously written off are recorded when received.

APOLLO CAPITAL GROUP, INC.

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~CONDENSED OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS (UNAUDITED)~~ STATEMENTS

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~(UNAUDITED)

~~Note~~FOR THE 2SIX –MONTHS ~~Summary~~ENDED ~~of Significant~~JUNE ~~Accounting Policies~~30, ~~continued~~2010 AND 2009

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Accounts Receivable

Accounts receivable are carried at the amount billed to customers, net of the allowance for doubtful accounts. The allowance for doubtful accounts is an estimate for credit losses, based on a review of all outstanding amounts on a periodic basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Accounts receivables are written off when deemed un-collectible. Recoveries of accounts receivable previously written off are recorded when received.

Inventories

Inventories are valued at the lower of cost or market, with cost determined on the first in, first out (FIFO) method. Inventories consist of supplies and finished goods. The Company performs periodic assessments to determine the existence of expired, damaged or obsolete inventories and records necessary provisions to reduce such inventories to net realizable value.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method and over the estimated useful lives of ~~the~~ the assets which range from 5-7 years. Expenditures for major renewals ~~and~~ and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

Management reviews property and equipment for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of an asset may not be recoverable, a write-off is recorded. No impairments were ~~recorded~~ recorded during the period ended ~~March~~June 3130, ~~2009~~2010.

Revenue Recognition

Revenues are recognized when the products are shipped.

Shipping and Handling Costs

Shipping and handling costs are included in prices charged to customers and are reflected as part of income in reported revenues.

Advertising

Advertising costs are charged to operations in the year incurred.

Income Tax

The Company accounts for income taxes under the provisions of FASB Accounting Standards Codification (“ASC”) 740, Income Taxes (formerly referenced as FASB Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109). Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.

Income (Loss) Per Share

Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. At December 31, 2009, the Company did not have any dilutive shares outstanding.

APOLLO CAPITAL GROUP, INC.

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~CONDENSED OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS (UNAUDITED)~~ STATEMENTS

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~(UNAUDITED)

~~Note~~FOR THE 3SIX –MONTHS ~~Going Concern~~ENDED JUNE 30, 2010 AND 2009

AtNOTE ~~March 31,~~2 ~~2010,~~SUMMARY ~~the~~OF ~~Company~~SIGNIFICANT ~~had~~ACCOUNTING anPOLICIES ~~accumulated~~- deficit of $422,600. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company currently does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.continued

Income Taxes

The Company accounts for income taxes under the provisions of FASB Accounting Standards Codification (“ASC”) 740, Income Taxes (formerly referenced as FASB Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109). Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statements and tax basis of assets and liabilities given the provisions of enacted tax laws.

Income (Loss) per Share

Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. At December 31, 2009, the Company did not have any dilutive shares outstanding.

NOTE 3

GOING CONCERN

At June 30, 2010, the Company had a working capital deficit of 33,828 and an accumulated deficit of $233,472. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company currently does not have sufficient working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the company as a going concern is dependent upon obtaining additional working capital. Management of the Company has developed a strategy, which it believes will accomplish this objective, through cash flows from future operations, short-term loans from its stockholders and additional equity investments, which will enable the Company to continue operations for the coming year.

~~Note~~NOTE 4 –CONVERTIBLE ~~Convertible~~NOTES ~~Notes Payable~~PAYABLE – ~~Related~~RELATED ~~Party~~PARTY

The former officers and stockholders of the Company have advanced funds to the Company and its subsidiary for its operations. On December 2, 2009, these advances were converted to subsidiary notes payable bearing an annual interest of 8%. The notes are convertible into shares of subsidiary common stock at ~~the~~ the rate of $0.01 per share and mature on December 1, 2011. In 2010, ~~additional~~ additional advances in the amount of $1893,~~019~~275 were converted into subsidiary notes payable ~~with~~ ~~the~~and ~~same~~converted ~~terms~~into subsidiary shares. (See Note 6)

Note 5 – Loan Payable – Stockholder

In February 2010, the Company received a $100,000 loan from a principal stockholder. The Company repaid $10,000 of the loan late in February 2010. Interest on the loan accrues at five percent (5%) per annum, with both principal and accrued interest due and payable in February 2013. Accrued interest on this loan was $375 at March 31, 2010.

Note 6 – Subsequent Events

As of May 24, 2010, the Alpha registration statement on Form S-1 has not been declared effective.

APOLLO CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

NOTE 5

LOAN PAYABLE - STOCKHOLDER

NOTE 6

DECONSOLIDATION OF SUBSIDIARY

In the second quarter of 2010, subsidiary shares were issued to former officers, stockholders and unrelated parties in exchange for services and convertible notes payable. The issuance of these additional shares had a dilutive effect on the Company’s ownership and control of the subsidiary whereby the Company now owns less that 50% of the outstanding shares of the subsidiary. As a non-controlling shareholder, the Company (the former parent) is required to deconsolidate the subsidiary. In accordance with ASC 810-10-65 (formerly SFAS 160 Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No. 51), the Company is required to account for its holding in the subsidiary under the equity method.

When a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary is initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment rather that the carrying amount of that retained investment. The gain on the deconsolidation of the subsidiary is as follows:

Gain on fair value measurement of investment in subsidiary	$	154,846
Gain on deconsolidation of subsidiary		202,866

Total gain on deconsolidation of subsidiary	$	357,712

NOTE 7

SUBSEQUENT EVENTS

On July 7, 2010, the Company entered into a share exchange agreement with Celestial Investments, Ltd., a privately held, limited company in the United Kingdom whereby all outstanding shares of Celestial will be exchanged for 6,000,000 shares of the Company. Upon execution of the agreement, Celestial became a wholly-owned subsidiary of the Company subject to the terms and conditions of the contract.

As of August 16, 2010, the Alpha registration statement on Form S-1 has not been declared effective.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used throughout this report, unless the context otherwise requires the terms “Apollo,” “we,” “us,” “the Company” and “our Company” refer to Apollo Capital Group, Inc. and Alpha Music Mfg. Corp., its wholly-owned subsidiary, which is in the process of being spun off.

Forward Looking Statements

The statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects upon the Company. There can be no assurance that future developments affecting the Company will be those anticipated by management. Actual results may differ materially from those included in the forward-looking statements. You should not assume that the information contained in this report is accurate as of any date other than the date of this report. Changes to the information contained in this report may occur after that date and the Company does not undertake any obligation to update the information unless required to do so by law.

General

Over the next twelve (12) months, Apollo intends to become a fully operating company engaged in mining exploration and reforestation.

Apollo was incorporated in the state of Florida on April 12, 2007 under the name “Pop Starz Publishing Corp.” as a wholly-owned subsidiary of Pop Starz Records , Inc. (“PSR”) and on June 24, 2008 changed its name to “Apollo Entertainment Group, Inc.” in connection with its spin-off to shareholders of PSR.

Apollo’s initial business, which was concluded through its wholly-owned subsidiary, Alpha Music Mfg. Corp. (“Alpha”) was the pressing of vinyl records, CD/CD Rom duplication and DVD duplication.

On October 19, 2009, pursuant to a Stock Purchase and Sale Agreement dated October 1, 2009, Mr. Manfred H. Wutzer acquired 15,950,237 shares (or approximately 95.8%) of the Company’s outstanding common stock from Mrs. Michelle Tucker, the Company’s then President, Chief Executive Officer, sole director and principal shareholder (the “Change in Control Transaction”). Upon consummation of the Change in ~~Control~~ Control Transaction, Ms. Tucker resigned from her positions with the Company and new directors and executive officers were appointed.

~~Ms.~~In ~~Tucker~~connection ~~resigned~~with ~~from~~the ~~her~~Change ~~positions~~in ~~with~~Control Transaction, Apollo agreed to distribute the ~~Company~~shares ~~and~~of Alpha, its wholly-owned subsidiary, to Apollo’s shareholders of record immediately prior to the ~~following~~Change ~~persons~~in Control Transaction. A ~~were~~registration ~~appointed~~statement to effect such spin-off has been filed with the Securities ~~offices~~and ~~set~~Exchange ~~forth~~Commission ~~beside~~(“SEC”), ~~their~~but ~~respective~~has not yet been ~~names:~~declared effective. However, as of June 30, 2010, we now own less than 50% of the outstanding shares of Alpha.

~~Name~~Mr. Wutzer, ~~Positions~~as ~~Guenter~~our ~~Bauer~~Company’s ~~Chairman~~new ofmajority shareholder, and new management elected to redirect the ~~Board~~Company’s business activities into the fields of mining exploration and ~~Director~~reforestation ~~Anthony~~as Jthey believed this would afford Apollo and its shareholders greater long-term growth potential. Initially, ~~Finn~~following ~~Chief~~the ~~Executive~~Change ~~Officer~~in Control ~~Sigfried~~Transaction, Mwe have focused our efforts on expanding our Company’s management and identifying potential business opportunities. On ~~Klein~~December 10, ~~President~~2009, ~~Joerg~~we Wchanged our name to “Apollo Capital Group, Inc.” ~~Linder~~to better ~~Secretary-Treasurer~~reflect our intended business plan.

MrOn July 7, 2010, Apollo entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with the shareholders of Celestial Investments, Ltd. (“Celestial Investments”), a ~~Linder~~United ~~resigned~~Kingdom private limited company, including Ciaran S. Kelly, a director of Apollo and consummated the transaction contemplated thereby. Pursuant to the Share Exchange Agreement, Apollo acquired all of the outstanding shares of Celestial Investments’ capital stock from ~~his~~its ~~positions~~three shareholders, in ~~February~~exchange for ~~2010~~the ~~for~~issuance ~~personal~~of an aggregate of 6,000,000 shares of Apollo common stock, ~~reasons~~(the “Apollo Shares”) including 1,800,000 Apollo Shares to Mr. Kelly (the “Share Exchange”). The Apollo Shares were issued pursuant to the exemption from registration afforded by Regulation S under the Securities Act. Upon completion of the Share Exchange, Celestial Investments became a wholly-owned subsidiary of Apollo.

Mr. Wutzer, as our Company’s new majority shareholder, and new management elected to redirect the Company’s business activities into the fields of mining exploration and reforestation as they believed they afforded Apollo and its shareholders greater long-term growth potential. Accordingly, in connection with the Change in Control Transaction, Apollo agreed to distribute the shares of Alpha, its wholly-owned subsidiary, to Apollo’s shareholders of record immediately prior to the Change in Control Transaction. A registration statement to effect such spin-off has been filed with the Securities and Exchange Commission, but has not yet been declared effective.12

~~Since~~Celestial ~~completion~~Investments ofhas ~~the~~been ~~Change~~appointed inby ~~Control~~Celestial ~~Transaction~~Green, weLtd. ~~have~~(“Celestial ~~focused~~Green”) ~~our~~as ~~efforts~~a onsales ~~expanding~~representative ~~our~~in ~~Company’s~~the ~~management,~~United ~~identifying~~Kingdom ~~potential~~and ~~properties~~Northern Ireland for ~~mining~~the sale of carbon ~~exploration~~credits ~~and~~generated ~~reforestation~~by a project to reduce greenhouse gas emissions from deforestation and ~~seeking~~forest ~~funding~~degradation, ~~for~~which ~~Apollo’s~~Celestial ~~transition~~Green ~~into~~intends ato conduct ~~fully~~on ~~operating~~approximately ~~company~~15.2 ~~engaged~~million hectares of land it owns or leases in ~~mining~~the Brazilian ~~exploration~~state of Rondonia and ~~reforestation. On~~ ~~December~~surrounding ~~10,~~regions ~~2009,~~(the we“Rondonia ~~changed~~Project”). Humberto Medeiras de Moraes, our ~~name~~Vice toPresident ~~“Apollo~~and ~~Capital~~João ~~Group~~Borges Andrade, ~~Inc.”~~one toof ~~better~~our ~~reflect~~directors, ~~our~~are ~~intended~~members ~~business~~of ~~plan~~Celestial Green’s management team.

11We intend to focus our efforts on Celestial Investments’ business activities and to continue to explore the acquisition of other complementary ventures in fields relating to mining and reforestation.

~~In March~~Results ~~2010, we expanded our board~~ of directors and management with the addition of Humberto Medeiros de Moraes as Vice President, Ramon Cachafeiro Troitiño as Secretary-Treasurer and João Borges Andrade, Thorsten Barth and Ciaran Sheamus Kelly as directors.Operations

~~The~~Three ~~Company~~months isended ~~currently~~June ~~exploring various options for financing its transition into an operating company engaging in mining exploration and reforestation~~30, ~~including private~~2010 ~~placements~~as ofcompared ~~our common stock in exchange for the contribution~~ to ~~the Company~~three ofmonths ~~securities~~ended ~~and~~June ~~other assets. We have not entered into any~~30, ~~agreements with respect to any such transaction and there can be no assurance that we can do so.~~2009

WeSales ~~have~~for ~~also identified and are exploring and evaluating~~ the ~~acquisition~~three ofmonths ~~various~~ended ~~land parcels~~June or30, ~~interests~~2010 onwere ~~which~~$23,432, wea ~~plan~~decrease toof ~~conduct~~$11,884 ~~our mining exploration and~~or ~~reforestation activities~~33. We7% ~~have~~from ~~not~~sales ~~entered~~of ~~into~~$35,316 ~~any~~for ~~agreements~~the ~~in this~~three ~~regard~~months ~~and~~ended ~~there~~June ~~can~~30, be2009. Almost noall ~~assurance~~of ~~that~~the wesales ~~can~~were doattributable ~~so,~~to orproduction inof ~~any~~vinyl ~~case, effectively~~records ~~transition into an operating company~~by Alpha.

~~Results~~Gross ofprofit ~~Operations~~margin ~~for~~decreased ~~the~~to ~~Three~~41.5% ~~(3)~~of ~~Months~~net ~~ended~~sales ~~March~~for ~~31,~~the 2010 quarter as ~~Compared~~ compared to ~~the Three (~~47.3)% ~~Months~~for ~~ended~~the ~~March 31,~~ 2009 quarter.

~~Sales~~General and administrative expenses for the three ~~(3)~~ months ended ~~March~~June 3130, 2010, were $178,156 ($1493,~~922,~~379 aof ~~decrease~~which ofwas ~~$13,595~~attributable ~~or 48%~~to ~~from~~Alpha), ~~net~~as ~~sales~~compared ofto $2865,~~517~~616 (all ~~for~~of ~~the~~which ~~three~~was ~~(3)~~attributable ~~months~~to ~~ended~~Alpha) ~~March~~during ~~31,~~ the 2009 quarter. ~~Almost~~ Apollo incurred ~~all~~increased oflegal ~~the~~accounting ~~sales~~and ~~were~~related ~~attributable~~costs toduring ~~production~~2010 ofin connection ~~vinyl~~with ~~records~~its bytransition ~~Alpha~~to a fully operating reporting company.

~~Gross~~As a ~~profit~~result ~~margin~~of ~~decreased~~a gain on deconsolidation of subsidiary shares related to 5Alpha of $357,712 (as of June 30, 2010, we owned fewer than 50% of the outstanding shares of Alpha), we had a net ~~sales~~profit of $189,129 or $.01 per share for the ~~2010~~three months ~~quarter~~ended June 30, 2010, as compared to ~~31%~~ a net loss of $48,729 for the ~~2009~~three months ~~quarter~~ended June 30, 2009.

~~Selling,~~Net ~~general~~profit ~~and~~per ~~administrative~~share ~~(“SG&A”) expenses~~ for the three ~~(3)~~ months ended ~~March~~June 3130, 2010, ~~were~~was $~~73,196~~.01 ~~($35,271~~based ~~of which was~~on ~~attributable to Alpha)~~16, ~~as compared to $68~~644,~~456~~659 ~~(all~~average ofshares ~~which was attributable to Alpha)~~outstanding.

~~Net loss~~Six ~~for the three (3)~~ months ended ~~March~~June 3130, 2010 ~~was $74,170 ($43,393 of which was attributable to Alpha),~~ as compared to ~~$59,502~~six ~~for the three (3)~~ months ended ~~March~~ ~~31,~~June 30, 2009 ~~(all attributable to Alpha).~~

~~Net~~Sales ~~loss per share~~ for the ~~three~~six ~~(3)~~ months ended ~~March~~June 3130, 2010 ~~was~~were ($~~0.0045)~~38,354, ~~based~~a ondecrease of $25,479 or 40% 16from $62,~~644~~833 for the six months ended June 30,~~659~~ ~~average~~2010. Almost ~~shares~~all ~~outstanding~~of the sales were attributable to the production of vinyl records by Alpha.

Gross profit margin decreased to 27.3% for the 2010 period as compared to 40.5% for the 2009 period.

General and administrative expenses for the six months ended June 30, 2010 were $251,352 ($136,173 of which was attributable to Alpha) as compared to $136,456 (all of which was attributable to Alpha) during the 2009 period. Apollo incurred increased legal, accounting and related costs during 2010 in connection with its transition to a fully operating reporting company.

As a result of a gain on deconsolidation of subsidiary shares related to Alpha of $357,712 (as of June 30, 2010, we owned fewer than 50% of the outstanding shares of Alpha), we had a net profit of $114,958 during the six months ended June 30, 2010, as compared to a net loss of $110,615 for the six months ended June 30, 2009.

Net profit per share for the six months ended June 30, 2010 was $.01 based on 16,644,659 average shares outstanding.

Liquidity and Capital Resources

Through October 19, 2009, the date the Change in Control Transaction was consummated, our Company relied on a note payable from an affiliate of its former President and principal shareholder and other short term cash advances made to us by our President and principal shareholder and/or her affiliates. All such advances were satisfied prior to consummation of the Change in Control Transaction, as were any inter-company transactions from Alpha.

Subsequent to consummation of the Change in Control Transaction, we have relied on a loan in the amount of $100,000 made in February 2010 by Eurospaininvest, S.L., a principal shareholder, and guaranteed by Manfred H. Wutzer, another principal shareholder, to meet our capital needs. The loan is due and payable in February 2013, together with interest at the rate of five percent (5%) per annum. The loan may be repaid at any time. There can be no assurance that any of our principal shareholders or any members of management and our board of directors or any of their respective affiliates will make any future loans to meet our working capital needs.

~~In order~~We tobelieve ~~transition~~that ~~into~~our anshort ~~operating~~term ~~company~~capital ~~engaged~~needs inwill ~~mining~~be ~~exploration~~met ~~and reforestation,~~from weexpected ~~will~~revenues ~~require~~to be ~~and~~generated ~~ability~~from tothe ~~continue~~operations asof aCelestial ~~gains~~Investments, ~~concern~~which ~~is dependent~~we ~~upon~~acquired ~~our~~on July ~~security~~7, ~~significant capital~~2010. We However, ~~are~~there ~~currently exploring~~can ~~various~~be ~~options~~no ~~for~~assurance ~~raising~~that ~~the~~such ~~necessary~~assumption ~~capital, including without~~will ~~limitation,~~be ~~private~~correct. In ~~placements~~any ofcase, ~~our~~we ~~common~~may ~~stock~~require inadditional ~~exchange~~capital ~~for~~to ~~the~~fully ~~contribution~~execute toour ~~the~~business ~~Company~~plan ofto ~~securities~~acquire ~~and~~ other ~~assets. However, we~~complementary ~~have~~businesses ~~not~~in ~~reached~~the mining ~~any definitive agreements to raise capital~~ and ~~there~~reforestation industry. There can be no assurance ~~given~~ that additional wecapital, ~~can~~when ~~successfully~~needed, dowill sobe available on ~~favorable~~commercially reasonable terms, or ~~otherwise. If~~ weat ~~are~~all. Failure ~~unable~~ to ~~meet~~secure ~~our~~additional capital ~~needs,~~when ~~there~~needed ~~is a~~may ~~substantial~~substantially ~~likelihood~~harm ~~that~~both weour ~~may~~existing ~~have~~operations toand ~~cease operations~~future prospects.

Item 3. Quantitative and Qualitative Discussion About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported with the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and our Secretary-Treasurer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

Our management has also evaluated our internal controls over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

PART II. OTHER INFORMATION

Item 6. Exhibits.

31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Chief Financial Officer
32.1	Section 906 Certification of Chief Executive Officer

31.1

Section 302 Certification of Chief Executive Officer

31.2

Section 302 Certification of Chief Financial Officer

32.1

Section 906 Certification of Chief Executive Officer

32.2

Section 906 Certification of Chief Financial Officer

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.

	APOLLO CAPITAL GROUP, INC.
Date: August 17, 2010	APOLLO CAPITAL GROUP, INC.
Date: May 24, 2010	By:	/s/ Ramon Cachafeiro Troitiño
	By:	/s/	Ramon Cachafeiro Troitiño
		Name: Ramon Cachafeiro Troitiño
	Name:		Ramon Cachafeiro Troitiño
		Title: Secretary-Treasurer principal financial officer
	Title:		Secretary-Treasurer
			(principal financial officer)

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