SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Form 10-KSB/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the year ended December 31, 2003

                                   GTREX, Inc.
                        (formerly Apollo Holdings, Inc.)
             (Exact name of registrant as specified in its charter)


             Delaware               333-58744             13-4171971
           -----------             ------------          -------------
(State or other jurisdiction       (Commission          (IRS Employer
       of incorporation)          Identification No.)      File Number)
               515 Madison Avenue, 21st Floor, New York, NY 10022
               (Address of principal executive offices) (Zip code)
                                  212 838 0441
            (Registrant's Telephone Number, Including the Area Code)

        1060 Alberni Street, Suite 1505, Vancouver, B.C., Canada V6E 4K2
          (Former name or former address, if changed from last report)

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock par value $.0001
                         Common Stock purchase warrants

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 ___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $0.00

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of March
30, 2004 was $28,854,400.

As of  March  31,  2004,  there  were  a  total  of  18,034,000  shares  of  the
registrant's  common stock, par value $.0001 per share,  outstanding,  including
warrants, options and commitments to issue shares as of that date.

          Transitional Small Business Disclosure Format Yes |_| No |X|




                                       1
<PAGE>




                               Table of Contents


PART I                                                                    Page

     Item 1.      Description of Business                                     2
     Item 2.      Description of Property                                     7
     Item 3.      Legal Proceedings                                           7
     Item 4.      Submission of Matters to a Vote of Security Holders         7



     Item 5.      Market for Common Equity and Related Stockholder Matters    8
     Item 6.      Management's Discussion and Analysis                        8
     Item 7.      Financial Statements                                       11
     Item 8.      Changes In And Disagreements With
                      Accounting and Financial Disclosure                    11
     Item 8A.     Controls and Procedures                                    11


PART III


     Item 9.      Directors and Executive Officers                           11
     Item 10.     Executive Compensation                                     12
     Item 11.     Security Ownership of Certain Beneficial Owners
                      and Management and Related Shareholder Matters         12
     Item 12.     Certain Relationships and Related Transactions             13
     Item 13.     Exhibits and Reports on Form 8-K                           13
     Item 14.     Principal Accountant Fees and Services                     13


SIGNATURES                                                                   13


                                       2
<PAGE>


                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

Except  for  historical   facts,  the  statements  in  this  annual  report  are
forward-looking  statements.  Forward-looking  statements are merely our current
predictions of future events.  These  statements are inherently  uncertain,  and
actual events could differ  materially from our predictions.  Important  factors
that  could  cause  actual  events to vary from our  predictions  include  those
discussed in this annual report under the heading  "Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations  -- Certain  Factors
that may  Affect  Future  Results."  We  assume  no  obligation  to  update  our
forward-looking  statements to reflect new information or developments.  We urge
readers to review carefully the risk factors described in this annual report and
in the other documents that we file with the Securities and Exchange Commission.
You can read these documents at www.sec.gov.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GTREX is a Global  Distribution  System  providing  direct access to reservation
systems of major travel suppliers - airlines,  cruise lines,  hotels, car rental
companies  and  providers  of other  travel  amenities.  GTREX  searches for the
availability and price for the itinerary  suggested by the buyer over all direct
connected  suppliers  and GDS and presents the  aggregated  result in the format
preferred by the buyer. Besides improved brand and revenue management, suppliers
save  distribution  costs while providing  efficient  service to major customers
through direct connection.  GTREX will provide integrated and seamless web-based
linkage from the supplier's  reservation  systems direct to the systems of their
selected buyers and serve as a reservation  service between them,  obviating the
need and cost of Global Distribution Systems (GDS).

According to Phocus Wright historicals and CSFB estimates,  travel  distribution
is moving fast from off-line to on-line in the U.S. The  penetration of on- line
distribution  is  expected  to grow  from  15% in 2002 to 39% by  2007.  On-line
distribution  is  expected  to grow at 27.7%  CAGR  from 2002 to 2007 when it is
expected to approach $100 billion a year. Online supplier direct distribution is
expected  to grow five fold from $10  billion  in 2002 to $45  billion  by 2007.
GTREX is ideally positioned to participate in this growth.

With  direct  access,  GTREX  brings  cost  efficiency  to the  provisioning  of
reservations  among large  suppliers and large buyers of travel,  decreasing the
brand  confusion and complexity of yield  management  caused by the profusion of
numerous channels that exist currently.  Suppliers will save GDS costs,  realize
better  brand and yield  management  and provide  improved,  segmented  customer
relationships.  Travelers will enjoy the convenience of  consolidated  passenger
name records when changing itineraries.

Travel Industry

The  Travel & Tourism  Industry, a  muti-trillion  dollar  industry, is under
immense  pressure to reduce costs. One of the most significant and fast growing
overhead costs is in "Distribution" - marketing,  reservation and sale of travel
products - which is based on cumbersome  and expensive  transaction  processing.
The "legacy Global Distribution  Systems" (GDS) and the systems and networks of
Travel Agents and Tour Operators have become unduly complex and labor intensive.
Travel  suppliers  and sellers  spend more than $12 billion a year on electronic
distribution.  Analysts  and industry  decision  makers are agreed that the most
substantial  cost reduction and service  improvement in  Distribution  will come
from the use of Internet and new technologies. Forrester Research estimates that
direct links would increase the profitability of a typical supplier by 10% as it
diverts a third of its sales from GDS's directly to buyers.  Over the next three
years the  percentage  of sales via direct  connects  is  projected  to increase
15-20% industry wide.

Business proposition

GTREX, Inc. is engaged in the development,  marketing and delivering of Internet
web-service  for direct  distribution  of travel  reservations  worldwide.  This
premiere service is aimed at lowering the costs for suppliers and  distributors;
and is more flexible and easier to use than existing  systems.  Travel suppliers
will be able to save  up to 75% of the  cost of  current  distribution  systems.
GTREX will provide  integrated and seamless web-based linkage from the suppliers
reservation  systems  to the  systems  of their  selected  buyers  and  serve as
reservation service between them, obviating the need and cost of GDS.

While GDS is aimed to serve  individual  traveler with  availability,  fares and
reservation,  Gtrex  aims  to  bring  directness  and  cost  efficiency  in  the
provisioning  of availability  and  reservation  among large suppliers and large
buyers of travel under  pre-contracted  terms.  GTREX service will allow a large
buyer to purchase from multiple  certified  and  contracted  sellers in a single
session.  Suppliers will save GDS costs, have better brand and yield management,
and provide  improved and segmented  customer  relationships.  GTREX web service
will  appeal to any travel  supplier  seeking to use the  Internet to drive down
distribution  costs and to large buyers and buying  associations  to harness the
speed, interoperability and low cost of Internet.


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<PAGE>

Technology

GTREX's 4th  generation  travel booking and  distribution  engine is based on an
open and scalable architecture that uses leading edge technology (JAVA, SOAP and
XML). The architecture & technologies  greatly  simplify  integration of various
travel industry systems and services, regardless of technology base. Translation
of non-XML-based technologies, e.g. Structured Query Language (SQL), into an XML
format is easily accomplished with available tools. Suppliers,  Distributors and
other Users  systems will  integrate  quickly &  efficiently  into the GTREX web
service whatever protocols they currently support.


GTREX will provide travel suppliers with  significantly  lower transaction fees,
offering dramatic cost reductions providing superior functional  capabilities to
both suppliers and intermediaries. These savings will primarily be the result of
the GTREX  platform  running  on modern,  standards  based  Internet  technology
compared  to the legacy GDS  systems  that have been  built  based on  mainframe
computing,  dedicated  private  networks and  non-standards  interfaces - all of
which makes a very high cost infrastructure.


We do not  anticipate  huge  sales  and  marketing  staff,  but  rather  use our
cost/functionality  advantages as well as innovative  promotional  techniques to
clearly position in the marketplace.


GTREX System

GTREX system is past the  prototype  stage and is under pilot testing at a large
travel  agency.  GTREX  development  team  is  enhancing  the  system  with  new
functionalities and for easy connectivity to the supplier  reservation  systems.
The  operating  infrastructure  is being scaled for large  transaction  volumes,
secure and industrial strength delivery.

Business plan

The Company  plans to start  commercial  web  services in the second  quarter of
2004.  The company has the leverage of Industry  experts on its sales team and a
prospects  pipeline of several major suppliers and large buyers. The company has
received  excellent  responses in its approach to all  prospects.  The company's
Board and executive  management  are seasoned and  successful  individuals  with
accomplishments  that are well  known in the  travel  industry  and  technology.
Company's five-year financial plan aims for annual revenue exceeding $18 million
with annual operating profit approaching $7 million.

GTREX will distribute  direct access to supplier  inventory for its large buyers
with brand  management and fulfillment of contracted terms at a time when travel
suppliers  are losing  control  over their  inventory  and pricing due to costly
multi-layer  distribution,  blurring  of brands,  aging and  costly  information
systems in this  growing and very large,  almost the largest,  global  industry.
Direct access to supplier is  increasingly  sought after solution and GTREX will
provide it at one-third the current cost.

Competition

The online travel market has shown impressive growth.  Travel is a proven winner
on the Internet.  The incumbent  organizations have the space, the expertise and
the finance to  dominate.  Suppliers  themselves  have the  potential to benefit
enormously  from the  destabilization  of the  distribution  chain by using  the
Internet as a direct connection.  For example,  the major airlines have steadily
been cutting commission costs to travel agents and encouraging customers to book
directly on their web sites-they have  collectively  developed  Orbitz,  a low
fare web based site  centered  in the US and Opordo a similar  entity in Europe,
replicating  the pattern they used in creating the GDS themselves in the 1980s.
In the hotel  sector,  Pegasus is seeking to develop  its own vehicle and cruise
companies  are looking  towards web based engines and  e-business  activity as a
primary  distribution  mode.  The GDS  themselves  are  competition.  They  have
significant  numbers of users and suppliers under carefully  structured contract
designed to secure allegiance through  price/technology/marketing  options. They
will use  their  position  to  transfer  allegiance  to  their  web  linked  and
ultimately web based  vehicles.  For the near-term  however,  GDS legacy systems
will remain integral to travel distribution due to their transaction  processing
and data storage  capabilities.  The  advances in  technology  are  nevertheless
undermining  the  position of the GDS - despite  their  migration  to hybrid web
linked systems.

Hybrid systems  already in existence are significant  competitive  forces - most
specifically  Expedia by Microsoft  and  Travelocity  by Sabre who have a strong
incumbent  position for the moment they transact via the GDS and hence are not a
direct threat - but they will migrate to the web alone.  Independents  will also
aim  for  this  space  -  existing   major   individual   suppliers  and  users,
organizations  representing  agents and users and  non-travel  companies  seeing
market opportunity.

Government Regulation

   Travel Industry Regulation

We must comply with laws and regulations relating to the travel industry and the


                                       4
<PAGE>

sale of travel  services.  These  include  registering  with various  states and
countries as a seller of travel,  complying with certain disclosure requirements
and participating in state restitution  funds. Both the Federal Trade Commission
(FTC) and the U.S.  Department  of  Transportation  (DOT) take the position that
their regulations  prohibiting unfair and deceptive  advertising practices apply
to our business. The FTC recently released guidance to Internet search companies
concerning the inclusion of paid  advertising  and paid placement  within search
engine  results.  The guidance  announced  the FTC's  staff's view that Internet
search engines that fail to disclose paid placement and paid  advertising may be
misleading  consumers and may thus be violating federal law. Although we are not
an Internet search engine,  the FTC has indicated that its guidance may apply to
advertising and placement on travel websites.

In addition,  our travel planning services are indirectly affected by regulatory
and legal  uncertainties  affecting  travel  suppliers  and global  distribution
systems.  The DOT is considering  whether to apply rules that are similar to its
global distribution  systems rules to online travel services.  In November 2002,
the DOT published a Notice of Proposed Rulemaking,  proposing several changes to
its rules governing global distribution systems. The current rules are effective
through  January 31, 2004. If the DOT elects to regulate  online travel  service
providers'  fare displays,  it may limit our ability to merchandise  air travel.
The DOT is  also  proposing  to  amend  policies  regarding  advertising  of air
tickets, to require that agency service fees be stated separately from the price
being  charged by the airlines.  Our current  service fee  disclosure  practices
differ from those  proposed by the DOT. If the service fee  proposal is adopted,
we may have less flexibility regarding  merchandising air travel on our domestic
websites.

Regulation of the Internet Currently, few laws and regulations apply directly to
the Internet and commercial  online  services and, to the extent such laws exist
or apply to us, we believe we are in compliance  with all of them. The following
summary does not purport to be a complete  discussion  of all enacted or pending
regulations  and policies  that may affect our  business.  This summary  focuses
primarily on the enacted federal,  state and international  legislation specific
to  businesses  that operate as we do. For further  information  concerning  the
nature and  extent of  federal,  state and  international  regulation  of online
businesses, please review public notices and rulings of the U.S. Congress, state
and local legislature and international bodies.

Due to the growth of the Internet and online  commerce,  coupled with  publicity
regarding  Internet  fraud,  new  laws and  regulations  are  continually  being
considered (at the federal,  state and international levels) regarding property
ownership, sales and other taxes, pricing and content, advertising, intellectual
property rights,  libel,  user privacy,  and information  security.  New laws or
different  applications of existing laws would likely impose additional  burdens
on  companies  conducting  business  online and may  decrease  the growth of the
Internet or commercial online services.  In turn, this could decrease the demand
for our products and services or increase our cost of doing business.  We cannot
predict  whether any of the  legislation  currently  pending will be enacted and
what effect, if any, it would have on our company.

Privacy.As an online business, customers provide us with personally identifiable
information (PII) that has been specifically and voluntarily given. PII includes
information that can identify a customer as a specific individual, such as name,
phone number,  or e-mail address.  This information is used only for the purpose
of responding to and fulfilling  customer  requests for our travel  products and
services.  We only  share  customer  PII  with  our  authorized  travel  service
providers  or as required by law,  and only as  necessary in order to complete a
transaction that customers  specifically  request. We do not sell or rent PII to
anyone. We provide customers with choice and control over the collection and use
of their PII, as well as a means of  updating,  correcting,  or removing any PII
stored in their  customer  profile.  Customers are provided the  opportunity  to
specifically  choose  the  promotional  marketing  communications  they  wish to
receive  from our  company.  If they  choose to opt-out  any of the  promotional
communication  services  that we provide,  then we will only send  communication
that relates to a specific  travel purchase they have made through us.

Current U.S.  Federal  Privacy  Regulation.  Current privacy laws are focused on
financial  institutions,  health care providers,  and companies that voluntarily
solicit  information from children.  Additionally,  the Federal Trade Commission
has a  role  in  consumer  privacy  protection  and  is  involved  with  related
enforcement  activities.  Customers are provided the opportunity to specifically
choose the promotional  marketing  communications  they wish to receive from our
company.  If they choose to opt-out any of the promotional  e-mail services that
we  provide,  then we will only send e-mail  that  relates to a specific  travel
purchase they have made through us.  Increasing  concern over consumer  privacy,
including the use of the Internet for  conducting  transactions  and  electronic
commerce, has led to the introduction of legislation at the federal level. There
is also legislation pending to regulate  unsolicited  commercial email.  Expedia
does send  unsolicited  commercial  email.  We cannot predict whether any of the
legislation  currently pending will be enacted and what effect, if any, it would
have on our company.

Current State  Privacy  Regulation.Many  states have enacted or are  considering
legislation to regulate the  protection of consumer's  private  information  and
unsolicited  commercial  email on the internet.  The legislation that has become
state law is a small  percentage of the number still pending,  and is similar to
what has been  introduced at the federal level. We cannot predict whether any of


                                       5
<PAGE>

the proposed  state privacy  legislation  currently  pending will be enacted and
what  effect,  if any,  it would have on our  company.

Current  International  Privacy  Regulation.The  primary  international  privacy
regulations  to which our  international  operations  are subject  are  Canada's
Personal Information and Protection of Electronic Documents Act and the European
Union Data  Protection  Directive:  Canada:The  Personal  Information  and
Protection of Electronic Documents Act (PIPEDA) provides Canadian residents with
privacy  protections in regard to transactions with businesses and organizations
in the private sector.

PIPEDA  recognizes the individual's  right to privacy of
their   personal   information.   Additionally,   it  recognizes   the  need  of
organizations to collect, use and share personal information and establishes
rules for handling personal  information.  On January 1, 2004, PIPEDA extends to
the collection,  use, or disclosure of personal information in the course of any
commercial activity within a province.

Europe:Individual  countries  within  the  European  Union  (EU)  have  specific
regulations related to the transborder  dataflow of personal  information (i.e.,
sending  personal  information  from  one  country  to  another).  The  EU  Data
Protection  Directive  encompasses many of these  individual  regulations and
requires  companies  doing  business  in EU member  states  to  comply  with its
standards.  It provides for specific regulations  requiring all non-EU countries
doing business with EU member states to provide adequate data privacy protection
when sending personal data from any of the EU member states.

Effective July 25, 2000, the EU member states adopted a safe-harbor  arrangement
that  provides that U.S.  organizations  can adopt  procedures  that comply with
European privacy  regulations and can certify their compliance through notice to
the U.S.  Department of Commerce.  Participation in the safe harbor is voluntary
and  indicates  that the  organization  provides  an  adequate  level of privacy
protection  and qualifies the company to receive data from EU member  states.  A
company  does not have to join the safe harbor to be in  compliance  with the EU
Data Protection  Directive.  It may choose instead to seek approval for the data
transfers from the specific individual.  U.S. companies that avail themselves of
the safe harbor  arrangement  are subject to oversight and possible  enforcement
actions by the Federal  Trade  Commission or the  Department  of  Transportation
(which has  authority  over ticket  agents) if they violate the  provisions of
their  certification.  Such  violations  may be found to be unfair and deceptive
practices.

Taxes  We  rely  upon  generally  available  interpretations  of  tax  laws  and
regulations  in the  countries  and locales in which we operate and for which we
provide travel services. We cannot be sure that the responsible taxing authority
will be in agreement with our views.  The  imposition of additional  taxes could
cause  us to have  to pay  taxes  that we  currently  do not  collect  or pay or
increase  the  costs of our  products  or  services  or  increase  our  costs of
operations.

We are currently  conducting an on-going  review and  interpretation  of the tax
laws in various state and local jurisdictions  relating to state and local sales
and hotel  occupancy  taxes.  The current  industry  practice is that the hotels
collect and remit these taxes to the various tax  authorities.  Consistent  with
this  practice,  we recover the taxes from  customers and remit the taxes to the
hotel  operators  for  payment  to  the  appropriate  tax  authorities.  Several
jurisdictions have stated that they may take the position that we are liable for
the tax on the gross profit from merchant hotel  transactions.  We have not paid
nor  agreed to pay such  taxes but have  established  a  reserve  for  potential
payment.  We are also  monitoring  the  effect of value  added  taxes in certain
foreign jurisdictions in which we operate.

In addition,  Federal legislation  imposing limitations on the ability of states
to impose  taxes on  Internet-based  sales was  enacted in 1998 and  extended in
2001. The Internet Tax  Non-Discrimination  Act (ITNA),  as this  legislation is
known, protects certain types of sales transactions  conducted over the Internet
from multiple or  discriminatory  state and local taxation.  It is possible this
legislation  will not be  renewed  when it  terminates.  The  ITNA is  currently
scheduled to  terminate on November 1, 2003.  If the ITNA does expire and no new
law is enacted, some state and local governments may view this as an opportunity
to impose additional taxes on Internet-based sales.


Employees

We currently have approximately two employees located in New York and New Jersey
and five consultants.

These employees and consultants are involved in executive management and product
development.

ITEM 2. DESCRIPTION OF PROPERTY

We own no real  estate or other  properties.  Our main  offices  at 515  Madison
Avenue, 21st Floor, New York, NY 10022.


ITEM 3. LEGAL PROCEEDINGS

None

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<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the  shareholders  during the fiscal year
2003.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our outstanding  shares of common stock,  par value $.0001 per share, are traded
under the symbol  "GRXI" in the  over-the-counter  market on the OTC  Electronic
Bulletin  Board by the National  Association  of  Securities  Dealers,  Inc. The
following  table sets forth the closing  high and low prices of the common stock
for the  periods  indicated,  as  reported  by the NASD.  These  quotations  are
believed to be  representative  inter-dealer  prices,  without  retail  mark-up,
markdown  or  commissions   and  may  not  represent   prices  at  which  actual
transactions occurred:
<TABLE>

                                     BID                                         ASK

End Date               High          Low        Close              High          Low        Close

02/27/2004                7         0.09            7                11         0.55           11

11/28/2003             0.09         0.08         0.09              1.01         0.55         0.55

08/29/2003             0.09         0.08         0.09              0.55         0.55         0.55

05/30/2003               0.08       0.08          0.08                              0.550.55           0.55
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

Holders: We have approximately 260 common shareholders of record as of March 31,
2004. This number does not include  shareholders whose shares are held in street
or nominee names.

Dividends:  While there are no  restrictions  on our  ability to pay  dividends,
other  than those  common to all  companies  incorporated  under the laws of the
State of Delaware,  we did not pay dividends to holders of our common stock.  We
do not  expect to pay a cash  dividend  on its common  stock in the  foreseeable
future and payment of  dividends  in the future will depend on our  earnings and
cash requirements.  We did, however, pay a stock dividend of 11 shares for every
share outstanding on March 11, 2004.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

We were formally named Apollo Holdings, Inc. On February 24, 2004 we changed our
name to GTREX,  Inc. in anticipation of a merger. On March 12, 2004 we completed
a merger with  GTREX-Global  Travel  Exchange,  Inc., a privately  held Delaware
corporation   and  changed  our   business   emphasis  to  travel  and  tourism.
Accordingly,  this Item 6 deals with the consolidated  company and discusses the
private company we acquired as of December 31, 2003.

We finalized an Agreement And Plan Of Reorganization  with  GTREX-Global  Travel
Exchange,   Inc.,   a   privately   held   Delaware   corporation   (hereinafter
GTREX-PRIVATE)  wherein it was agreed that (i) GTREX shall  acquire all of the
issued and outstanding  shares of  GTREX-PRIVATE in exchange solely for the same
number of shares of GTREX's  authorized but unissued common stock in a share for
share exchange (the  "Exchange");  (ii) the Exchange shall qualify as a tax-free
reorganization  under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended,  and  related  sections  thereunder;  and (iii) the  Exchange  shall
qualify as a transaction in securities exempt from registration or qualification
under  the  Securities  Act of 1933,  as  amended  (the  "Act")  and  under  the
applicable  securities  laws of each  state or  jurisdiction  where the  Members
reside. In accordance with that agreement,  the controlling shareholder of GTREX
has agreed to retire all of his issued  and  outstanding  common  stock of GTREX
acquired  prior to the  agreement in order to balance the  equities  between the
parties to the agreement.  Further in accordance with that agreement, GTREX will
issue 9,819,400 shares of common stock to  GTREX-PRIVATE  shareholders . Also in
accordance  with that  agreement,  GTREX has now  adopted the  business  plan of
GTREX-PRIVATE.

RESULTS OF OPERATIONS - YEAR ENDED  DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED
DECEMBER 31, 2003

Revenue

We had no revenue in the year ended December 31, 2003 compared to the year ended
December  31,  2002.  We do not plan to begin  commercial  operations  until the
second quarter of 2004.

Research and Development expenses

We had no research and development  expense in the year ended December 31, 2003.
For 2004,  we intend to continue our efforts on  enhancements  on our  principal


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products.  While the  market  for this  product  is still in the early  stage of
development we intend to continue working on these products.

Liquidity and Capital Resources.

During the year ended  December 31, 2003, we have funded our  operations for the
most part  through  equity  financing  and have had no line of credit or similar
credit  facility  available  to us. We do intend to raise  between  $500,000 and
$2,000,000 in equity financing during 2004.

CRITICAL ACCOUNTING ESTIMATES

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  discusses our  consolidated  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the 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.

On an ongoing basis, management evaluates its estimates and judgments, including
those  related  to bad debts,  inventories,  investments,  intangible  and other
long-lived  assets,  income  taxes,   warranty  obligations,   product  returns,
restructuring  costs,   litigation  and  contingencies.   Management  bases  its
estimates and judgments on historical experience,  current economic and industry
conditions and on various other factors that are believed to be reasonable under
the circumstances.  This forms the basis for making judgments about the carrying
values of assets  and  liabilities  that are not  readily  apparent  from  other
sources.  Actual  results  may  differ  from  these  estimates  under  different
assumptions or conditions. Management believes the following critical accounting
policies  affect  its  more  significant  judgments  and  estimates  used in the
preparation of its consolidated financial statements.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS.

We have a history of losses, and our future profitability is uncertain.

Due to our limited  operating  history,  we are subject to the uncertainties and
risks associated with any new business. Prior to the merger, the private company
experienced  significant  operating losses every year since  incorporation.  The
private  company  incurred a net loss of  $213,175  for the year ended April 30,
2003 (2002 -  $353,022)  and  reported  an  accumulated  deficit at that date of
$1,467,753 (2002 - $95,037).  We expect to continue to incur losses at least for
most of the first quarter of 2004.

There can be no assurance  that we will ever generate an overall profit from our
products or that we will ever reach profitability on a sustained basis.

Competition  in the  travel  and  tourism  industry  is  intense  and  there  is
uncertainty that given our new technology and limited  resources that we will be
able to succeed. The online travel market has shown impressive growth. Travel is
a proven winner on the Internet. The incumbent organizations have the space, the
expertise and the finance to dominate.  Suppliers  themselves have the potential
to benefit  enormously from the  destabilization  of the  distribution  chain by
using the Internet as a direct connection.  For example, the major airlines have
steadily  been  cutting  commission  costs  to  travel  agents  and  encouraging
customers to book directly on their web sites  they have collectively developed
Orbitz a low fare web based site centered in the US and Opordo a similar  entity
in Europe,  replicating  the pattern they used in creating the GDS themselves in
the 1980's.

In the hotel  sector,  Pegasus is seeking to develop  its own vehicle and cruise
companies  are looking  towards web based engines and  e-business  activity as a
primary  distribution  mode.  The GDS  themselves  are  competition.  They  have
significant  numbers of users and suppliers under carefully  structured contract
designed to secure allegiance through  price/technology/marketing  options. They
will use  their  position  to  transfer  allegiance  to  their  web  linked  and
ultimately web based  vehicles.  For the near-term  however,  GDS legacy systems
will remain integral to travel distribution due to their transaction  processing
and data storage  capabilities.  The  advances in  technology  are  nevertheless
undermining  the  position of the GDS - despite  their  migration  to hybrid web
linked systems.


Hybrid systems  already in existence are significant  competitive  forces - most
specifically  Expedia by Microsoft  and  Travelocity  by Sabre who have a strong
incumbent  position - for the moment they transact via the GDS and hence are not
a direct threat - but they will migrate to the web alone. Independents will also
aim  for  this  space  -  existing   major   individual   suppliers  and  users,
organizations  representing  agents and users and  non-travel  companies  seeing
market opportunity.

Our future  operating  results are subject to a number of risks,  including  our
ability or inability to  implement  our  strategic  plan,  to attract  qualified
personnel  and to raise  sufficient  financing  as  required.  Inability  of our
management  to guide  growth  effectively,  including  implementing  appropriate
systems,  procedures and controls,  could have a material  adverse effect on our
business, financial condition and operating results.



                                       8
<PAGE>

The travel and tourism industry is in a state of rapid technological  change and
we may not be able to keep up.

We may be unable to keep up with  technological  advances in the industry.  As a
result,  our  products  may become  obsolete or  unattractive.  The  industry is
characterized   by  rapid   technological   change.   In  addition  to  frequent
improvements  of  existing  technology,  there is frequent  introduction  of new
technologies  leading to more  complex and  powerful  products.  Keeping up with
these  changes  requires  significant  management,  technological  and financial
resources. As a small company, we do not have the management,  technological and
financial resources that larger companies in our industry may have. There can be
no  assurance  that we will be able or  successful  in  enhancing  our  existing
products,  or in  developing,  manufacturing  and  marketing  new  products.  An
inability to do so would adversely affect our business,  financial condition and
results of operations.

We have  limited  intellectual  property  protection  and there is risk that our
competitors will be able to appropriate our technology.

Our ability to compete depends to a significant extent on our ability to protect
our  intellectual  property and to operate without  infringing the  intellectual
property rights of others.  We regard our technology as proprietary.  We have no
issued  patents or pending  patent  applications,  nor do we have any registered
copyrights with respect to our intellectual property rights. We rely on employee
and  third  party   non-disclosure   agreements  and  on  the  legal  principles
restricting the  unauthorized  disclosure and use of trade secrets.  Despite our
precautions,  it might be possible for a third party to copy or otherwise obtain
our technology,  and use it without authorization.  Although we intend to defend
our intellectual  property, we cannot assure you that the steps we have taken or
that we may take in the future will be sufficient to prevent misappropriation or
unauthorized use of our technology.  In addition, there can be no assurance that
foreign  intellectual  property  laws will  protect  our  intellectual  property
rights. There is no assurance that patent application or copyright  registration
that may be filed will be granted,  or that any issued patent or copyrights will
not be challenged,  invalidated or circumvented.  There is no assurance that the
rights  granted  under  patents  that may be  issued or  copyrights  that may be
registered  will provide  sufficient  protection  to our  intellectual  property
rights.   Moreover,   we  cannot  assure  you  that  our  competitors  will  not
independently develop technologies similar, or even superior, to our technology.

Use of our  products  is  subordinated  to other uses and there is risk that our
customers may have to limit or discontinue the use of our products.

We may be subject  to product  liability  claims and we lack  product  liability
insurance.

We face an inherent  risk of exposure to product  liability  claims in the event
that the  products  designed and sold by us contain  errors,  "bugs" or defects.
There can be no  assurance  that we will  avoid  significant  product  liability
exposure.  We do not currently have product liability insurance and there can be
no  assurance  that  insurance  coverage  will be  available  in the  future  on
commercially  reasonable  terms, or at all.  Further,  there can be no assurance
that such insurance,  if obtained,  would be adequate to cover potential product
liability  claims,  or that a loss of insurance  coverage or the  assertion of a
product  liability  claim or claims would not  materially  adversely  affect our
business, financial condition and results of operations.

We depend  upon  third  party  manufacturers  and there is risk  that,  if these
suppliers  become  unavailable  for any reason,  we may for an unknown period of
time have no product to sell.

We  depend  upon a  limited  number  of third  party  manufacturers  to make our
products. If our suppliers are not able to manufacture for us for any reason, we
would, for an unknown period of time, have difficulty  finding alternate sources
of supply.  Inability  to obtain  manufacturing  capacity  would have a material
adverse effect on our business, financial condition and results of operations.

We may suffer dilution if we issue substantial shares of our common stock:

o upon conversion of convertible debentures; and,
o upon exercise of the outstanding warrants and options.

We are  obligated to issue a  substantial  number of shares of common stock upon
the conversion of our  convertible  debentures  and exercise of our  outstanding
warrants and options.  The price,  which we may receive for the shares of common
stock, that are issuable upon conversion or exercise of such securities,  may be
less than the market price of the common  stock at the time of such  conversions
or exercise.  Should a  significant  number of these  securities be exercised or
converted,  the  resulting  increase  in the amount of the  common  stock in the
public market could have a substantial dilutive effect on our outstanding common
stock.

The  conversion  and  exercise of all of the  aforementioned  securities  or the
issuance of new shares of common stock may also adversely affect the terms under
which we could
obtain additional equity capital.

Our  common  stock  now  trades  on the less well  recognized  Over the  Counter
Bulletin Board, which could limit liquidity.



                                       9
<PAGE>

Our common  stock is subject to the penny  stock  rules  which  means our market
liquidity could be adversely affected.

The SEC's regulations define a "penny stock" to be an equity security that has a
market  price less than $5.00 per share,  subject to certain  exceptions.  These
rules impose additional sales practice  requirements on broker dealers that sell
low-priced   securities  to  persons  other  than   established   customers  and
institutional  accredited  investors;  and require the  delivery of a disclosure
schedule explaining the nature and risks of the penny stock market. As a result,
the ability or  willingness  of  broker-dealers  to sell or make a market in our
common stock might decline.

No dividends anticipated.

We intend to retain any future  earnings to fund the  operation and expansion of
our business.  We do not  anticipate  paying cash dividends on our shares in the
foreseeable future.

                                       10
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

                       REPORT OF INDEPENDENT ACCOUNTANTS
                   TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
                       APOLLO HOLDINGS, INC. & SUBSIDIARY
                        (A development stage enterprise)

We have  audited the  consolidated  balance  sheets of Apollo  Holdings,  Inc. &
Subsidiary ("the Company") (A development  stage  enterprise) as at December 31,
2002 and 2001,  the related  consolidated  statements  of  stockholders'  equity
(deficiency)  for the period from November 12, 1999  (inception) to December 31,
2002 and the consolidated  statements of operations and cash flows from November
12, 1999  (inception) to December 31, 2002 and years ended December 31, 2002 and
2001. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and 2001 and the  results of its  operations  and cash flows for the period from
November 12, 1999  (inception) to December 31, 2002 and the years ended December
31, 2002 and 2001 in conformity with generally accepted accounting principles in
the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from operations that raise  substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Vancouver,  Canada "MOORE  STEPHENS  ELLIS FOSTER LTD."
March 3, 2003  Chartered Accountants

MS is an  independently  owned  and  operated  member  of Moore  Stephens  North
America,  Inc.  Members in principal  cities  throughout  North  America.  Moore
Stephens  North  America,  Inc.  is a  member  of Moore  Stephens  International
Limited, members in principal cities throughout the world.

                                       11
<PAGE>


                          Independent Auditors' Report


Board of Directors and Stockholders
GTREX, Inc.

We have audited the accompanying  balance sheet of GTREX, Inc.,  formerly Apollo
Holdings,  Inc. (a  development  stage company) as of December 31, 2003, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial  statements  based on our audit.  The  financial  statements of GTREX,
Inc.,  formerly  Apollo  Holdings,  Inc.  (a  development  stage  company) as of
December 31, 2002 were audited by other  auditors  whose report,  dated March 3,
2003 on those  statements  included an  explanatory  paragraph that raised doubt
about the Company's  ability to continue as a going concern as described in Note
1 to those financial statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2003 financial statements referred to above present fairly,
in all material respects, the financial position of GTREX, Inc., formerly Apollo
Holdings,  Inc. (a  development  stage company) as of December 31, 2003, and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 to the
financial statements,  the Company has suffered recurring losses from operations
that raise  substantial  doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 8. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/Peterson & Co., LLP
Peterson & Co., LLP
April 16, 2004
San Diego, California


                                       12
<PAGE>


                  GTREX, Inc. (Formerly Apollo Holdings, Inc.)
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                           December 31, 2003 and 2002

<TABLE>
                                                                                      2003                     2002
                                                                               --------------------    ---------------------
   ASSETS
   Current assets
                                                                                $
      Cash and cash equivalents                                                103                      $           2,260

      Loan receivable                                                          -                                   23,598

      Prepaid expenses                                                         -                                    2,527
                                                                               --------------------    ---------------------


         Total current assets                                                  103                                 28,385


   EQUIPMENT                                                                   -                                    6,973
                                                                               --------------------    ---------------------

                                                                                $
         Total assets                                                          103                      $         35,358
                                                                               ====================    =====================

   LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities
                                                                                $
      Accounts payable and accrued liabilities                                 92                       $         29,217
                                                                               --------------------    ---------------------


         Total current liabilities                                             92                                  29,217

   Stockholders' equity
      Common stock, $0.0001 par value,  50,000,000 shares
         authorized, 4,782,108 and 4,832,108 shares issued and

         outstanding in 2003 and 2002, respectively                            478                     483
      Addititional paid in capital                                                       200,943                 200,938
      Accumulated deficit                                                              (201,410)               (195,280)
                                                                               --------------------    ---------------------


         Total stockholders' equity                                            11                                    6,141
                                                                               --------------------    ---------------------

                                                                                $
         Total liabilities and stockholders' equity                            103                      $         35,358
                                                                               ====================    =====================

                          The accompanying notes are an integral part of these financial statements.
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

                                       13
<PAGE>




                  GTREX, Inc. (Formerly Apollo Holdings, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
                                                                                                              For the Period
                                                                                                               November 12,
                                                                                                                   1999
                                                                        For the Years Ended                   (Inception) to
                                                                            December 31,                       December 31,
                                                             -------------------------------------------
                                                                    2003                   2002                    2003
                                                             --------------------   --------------------    --------------------

     GENERAL AND ADMINISTRATIVE EXPENSES
        Depreciation and amortization                         $           4,184      $           1,395       $           5,579

        Office and miscellaneous                             8,572                              34,914                  48,674

        Legal and professional expenses                      2,195                              17,457                  72,852
        Salaries and consulting expenses                                 18,827                 73,420                100,247
                                                             --------------------   --------------------    --------------------

     LOSS FROM OPERATIONS                                              (33,778)             (127,186)               (227,352)
     OTHER INCOME (EXPENSE)

        Interest income                                      1                      36                      37

        Debt forgiveness                                                 34,802     -                                   34,802

        Loss on disposition of asset                                     (2,789)    -                                   (2,789)
        Interest expense and foreign exchange                            (4,366)                (1,614)                 (6,108)
                                                             --------------------   --------------------    --------------------

     NET LOSS                                                 $         (6,130)      $     (128,764)         $     (201,410)
                                                             ====================   ====================    ====================

     Net loss per share of common stock                       $           (0.00)     $           (0.03)      $           (0.05)
                                                             ====================   ====================    ====================
     Weighted average number of common shares                       4,798,179              4,518,796               4,049,478

                             The accompanying notes are an integral part of these financial statements.

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

                                       14
<PAGE>



                  GTREX, Inc. (Formerly Apollo Holdings, Inc.)
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>

                                                                            Additional                                   Total
                                              Common Stock                   Paid in             Accumulated         Stockholders'
                                         Shares             Amount           Capital              Deficit          Equity (Deficit)

Common stock issued for cash,
November 17, 1999                           2,500,000            $250            $12,250                                $   12,500

Net loss                                                                                               -                 -

BALANCE, December 31, 1999                  2,500,000             250             12,250               -                    12,500

July 31, 2000                               1,500,000             150              7,350                                     7,500

Net loss                                                                                           (9,000)                  (9,000)

BALANCE, December 31, 2000                  4,000,000             400             19,600           (9,000)                   11,000
Net loss                                                                                          (57,516)                 (57,516)
BALANCE, December 31, 2001                  4,000,000             400             19,600          (66,516)                 (46,516)
May 7, 2002                                   601,000              60            120,139                                    120,199
expenses, May 7, 2002                         181,108              18             36,204                                     36,222
expenses,November 7, 2002                      50,000               5             24,995                                     25,000
Net loss                                                                                          (128,764)                (128,764)
BALANCE, December 31, 2002                  4,832,108             483            200,938         (195,280)                    6,141
2003                                         (50,000)             (5)                  5                                          -
                                                                                                   (6,130)                   (6,130)
BALANCE, December 31, 2003                  4,782,108           $478            $200,943       $ (201,410)                 $     11

   The accompanying notes are an integral part of these financial statements.

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

                                       15
<PAGE>




                  GTREX, Inc. (Formerly Apollo Holdings, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

<TABLE>
                                                                                                    For the Period
                                                                                                     November 12,
                                                                                                         1999
                                                             For the Years Ended                    (Inception) to
                                                                 December 31,                        December 31,
                                                 ---------------------------------------------
                                                         2003                    2002                    2003
                                                 ---------------------    --------------------   ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $  (6,130)             $ (128,764)             $ (201,410)
   Adjustments to reconcile net loss
      to net cash used in operating activities

         Depreciation and amortization                          4,184                   1,395                   5,579

         Common stock issued for expenses                           -                  61,222                  61,222

         Debt forgiveness                                    (34,802)                       -                (34,802)

         Loss on disposition of asset                           2,789                       -                   2,789
   Changes in operating assets

      Prepaid expenses                                          2,527                 (2,527)                       -
   Changes in operating liabilities
      Accounts payable and accrued liabilities                 29,125                (20,477)                  58,342
                                                 ---------------------    --------------------   ---------------------

Net cash used in operating activities                         (2,307)                (89,151)               (108,280)

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of capital assets                                       -                 (8,368)                 (8,368)

   Loans made                                                       -                (23,598)                (23,598)

   Payments received from loans                                   150                       -                     150
                                                 ---------------------    --------------------   ---------------------

Net cash provided by (used in) investing
activities                                                        150                (31,966)                (31,816)

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock issued                                              -                 120,199                 140,199
                                                 ---------------------    --------------------   ---------------------


Net cash provided by financing activities                           -                 120,199                 140,199
                                                 ---------------------    --------------------   ---------------------

NET INCREASE (DECREASE) IN CASH

   AND CASH EQUIVALENTS                                       (2,157)                   (918)                     103

CASH AND CASH EQUIVALENTS

   Beginning of period                                          2,260                   3,178                       -
                                                 ---------------------    --------------------   ---------------------
CASH AND CASH EQUIVALENTS
   End of period                                             $    103               $   2,260                $    103
                                                 =====================    ====================   =====================

SUPPLEMENTAL NONCASH DISCLOSURES
   Interest paid                                              $     -                 $     -                 $     -
   Income taxes paid                                          $     -                 $     -                 $     -

NONCASH INVESTING AND FINANCING ACTIVITIES
   Offset of loan receivable against

      accounts payable and accrued liabilities              $   4,621                       -               $   4,621
   Loan receivable charged to salaries and
consulting expense                                         $   18,827                       -              $   18,827
   Common stock issued in exchange for
      accounts payable and accrued liabilities                $     -              $   61,222              $   61,222

   The accompanying notes are an integral part of these financial statements.

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

                                       16
<PAGE>

                  GTREX, Inc. (Formerly Apollo Holdings, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Note 1 - The Company

GTREX,  Inc.,  formerly  Apollo  Holdings,  Inc.  (the  "Company"),  a  Delaware
corporation  was  incorporated  on  November  12,  1999.  The  Company  develops
web-based  business  to  business  electronic  commerce,  intellectual  property
exchange and intellectual property protection products and services. The Company
has offices in Ottawa and Vancouver, Canada.

The Company is in the development  stage,  and its efforts through  December 31,
2003 have been principally devoted to organizational activities, raising capital
and  research  and  development  efforts.   Management   anticipates   incurring
substantial  additional  losses  as it  pursues  its  research  and  development
efforts.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in accordance with accounting
principles  generally  accepted in the United  States of America and include the
accounts of the  Company and its wholly  owned  subsidiary,  Power2search,  Inc.
(formerly Net Tech Europe,  Inc.).  Intercompany  transactions and accounts have
been eliminated.

Depreciation and Amortization

Equipment,  consisting  principally of computer  equipment is depreciated by the
straight-line method over its estimated useful life. When property is retired or
otherwise disposed of, the cost and accumulated depreciation is removed from the
accounts, and any resulting gain or loss is included in expense

Loss per Share of Common Stock

The loss per share of common  stock is based on the weighted  average  number of
common shares  outstanding during the year. The Company does not have any shares
held in escrow, warrants, or stock options treated as common share equivalents.

Cash and Cash Equivalents

The Company  considers  all highly  liquid  debt  instruments  purchased  with a
maturity of three months or less to cash be equivalents.

Income Taxes

The Company uses the asset and  liability  method as  identified in Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.

Advertising

The Company expenses  advertising  costs as incurred.  There were no advertising
expenses incurred for the years ended December 31, 2003 and 2002, and the period
November 12, 1999 to December 31, 2003.

Foreign Currency Exchange

The Company is located and operated  outside the United  States of America.  The
functional and reporting  currency is the U.S.  dollars.  Foreign currency gains
and losses are included in the Company's results of operations.

Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  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.

Fair Values of Financial Instruments

Statement of Financial  Accounting  Standards  No. 107,  Disclosures  about Fair
Value of Financial  Instruments,  requires  disclosure of fair value information
about financial instruments,  whether or not recognized in the balance sheet. In
cases where quoted  market  prices are not  available,  fair values are based on
estimates using present value or other valuation  techniques.  Those  techniques
are significantly  affected by the assumptions used, including the discount rate
and  estimates  of future cash flows.  In that  regard,  the derived  fair value
estimates cannot be  substantiated by comparison to independent  markets and, in
many cases,  could not be realized in immediate  settlement of the  instruments.
Statement No. 107 excludes  certain  financial  instruments and all nonfinancial
instruments from its disclosure requirements

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instrument:

                                       17
<PAGE>

Cash and cash  equivalents:  The carrying  amounts reported in the balance sheet
for cash and cash equivalents approximates their fair value.

Loan  receivable  and accounts  payable:  The carrying  amounts  reported in the
balance sheet for accounts receivable and accounts payable approximates the fair
value of those assets and liabilities.

Reclassifications

Certain  amounts  in  the  2002  consolidated  financial  statements  have  been
reclassified to conform to the 2003 presentation.
Recent Accounting Pronouncements

In June 2002 the FASB issued SFAS No. 146,  Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146), which addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF) No. 94-3,  Liability  Recognition for Certain
Employee  termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs Incurred in a Restructuring) (EITF 94-3). SFAS 146 requires that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially  at the fair value only when the  liability is incurred.
Under EITF 94-3, a liability  for an exit cost was  recognized at the date of an
entity's commitment to an exit plan. SFAS 146 is effective for exit and disposal
activities that are initiated after December 31, 2002, with no effect on charges
recorded for exit activities begun prior to 2003. The adoption of this statement
did not have a material effect on the Company's financial position or results of
operations.

In January 2003 the FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (the
Interpretation).  The  Interpretation  requires  the  consolidation  of variable
interest entities in which an enterprise is the primary beneficiary. The primary
beneficiary  absorbs a majority  of the  entity's  expected  losses,  receives a
majority of the entity's  expected  residual  returns,  or both,  as a result of
ownership,  contractual or other  financial  interest in the entity.  Currently,
entities are  generally  consolidated  by an  enterprise  that has a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity. In December 2003, the FASB issued a revised  Interpretation  that, among
other  things,  deferred the  implementation  date of the  Interpretation  until
periods ending after March 15, 2004 for variable interest  entities,  other than
those entities  commonly  referred to as special purpose  entities.  The Company
does not currently  maintain any  relationships  with variable interest entities
and, therefore, does not expect the adoption of FIN 46 to have a material effect
on the Company's financial position or results of operations.

In May 2003 the FASB  issued  SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  SFAS 150 does not apply to
features  embedded in a financial  instrument  that is not a  derivative  in its
entirety.

SFAS 150 is effective for financial  instruments  entered into or modified after
May 31, 2003 and  otherwise  was effective at the beginning of the first interim
period beginning after June 15, 2003. For existing financial instruments created
before the  effective  date,  any impact upon the  adoption of SFAS 150 shall be
reported as a  cumulative  effect of a change in an  accounting  principle.  The
initial  adoption  of SFAS 150 did not have a material  impact on the  Company's
financial position, results of operations or cash flows.

Note 2 - Equipment

At December 31, 2003 and 2002 equipment consists of the following:
<TABLE>

                                                                                 December 31,
                                                                            2003              2002
   Computer equipment                                                  $        5,579   $         8,368
   Accumulated depreciation                                                    (5,579)           (1,395)

   Total deferred tax assets                                           $           --   $         6,973
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

Depreciation expense was $4,184 and $1,395 for the years ended December 31, 2003
and 2002, respectively. Depreciation expense for the period November 12, 1999 to
December 31, 2003 was $5,579.

Note 3 - Note Receivable

During  2002 the  Company  loaned an  unrelated  party  $23,598,  due on demand,
without  interest.  During  2003 the  Company  received  $150 in cash and offset
$4,621 against accounts payable and accrued liabilities.  The balance of $18,827
was charged to salaries and consulting expense.

Note 4 - Related Party Transactions

At  December  31, 2002 there was a balance  due to related  parties  included in
accounts payable and accrued  liabilities in the amount of $16,764.  The related
parties were  shareholders,  an officer and a director.  During 2003 the Company


                                       18
<PAGE>

accumulated  an  additional  $18,038 in the amount  due to related  parties.  In
December  2003 the total  balance  due to related  parties  was  forgiven in the
amount of $34,802.

Note 5 - Acquisitions

The Company  acquired 100% ownership of  Power2search,  Inc.  (formerly Net Tech
Europe,  Inc.) on February 20, 2001 for $450. The  acquisition of  Power2search,
Inc. was accounted for using the purchase  method of  accounting.  There were no
assets and liabilities in Power2seearch, Inc. at the date of acquisition and for
the years ended December 31, 2003 and 2002.

Note 6 - Intellectual Property

On April 5, 2002  Power2search,  Inc.  entered into a Software  Product  License
Agreement and a Service Partner Agreement with Envisional,  Ltd..  Power2search,
Inc. was granted a perpetual,  non-exclusive  license to use Envisional,  Ltd.'s
proprietary  software technology in Canada and the United States. The Agreements
provide  technology for products and services for the protection of intellectual
property.

According to the terms of the  agreements the Company will share between 50% and
20% of gross revenues from the sale of software and subscription  services which
are subject to the  non-exclusive  license.  At December 31, 2003 no revenue has
been generated from these licensed products and services.

Note 7 - Income Taxes

At December 31, 2003,  The Company had federal and state tax net operating  loss
carryforwards  of approximately  $200,000.  The federal and state tax loss carry
forwards will begin expiring in 2022 and 2013,  respectively,  unless previously
utilized.  Use of the Company's net operating loss  carryforwards may be limited
if a cumulative  change in  ownership  of more than 50% occurs  within any three
year period.

Significant  components of the Company's  deferred tax assets are shown below. A
valuation  allowance  has been  recognized  to offset the deferred tax assets as
realization of such assets is uncertain. During the year ended December 31, 2003
the valuation allowance was increased to $88,300.

Deferred  income taxes reflect the net tax effects of the temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
and the amounts used for income tax purposes.

The tax  effect  of  temporary  differences  consisted  of the  following  as of
December 31, 2003 and 2002:
<TABLE>

                                                                                 December 31,
                                                                            2003              2002
   Deferred tax assets
      Net operating loss                                               $       88,300   $        68,000

   Valuation allowance                                                        (88,300)          (68,000)

   Total deferred tax assets                                           $           --   $            --
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

Note 8  Liquidity and Going Concern

The Company's  continued  existence is dependent upon its ability to resolve its
liquidity  problems,  principally  by obtaining  debt  financing and  additional
equity capital.  While pursuing debt funding and additional equity funding,  the
Company  must  continue  to operate on  limited  cash  flows.  The  Company  has
experienced  a net loss of  $6,130  for the year  ended  December  31,  2003 and
$198,621 for the period November 12, 1999 (inception) to December 31, 2003.

Note 9 - Subsequent Events

On February 24, 2004 Apollo Holdings,  Inc. changed its name to GTREX,  Inc. and
increased  the total  number of  authorized  common  shares  to  100,000,000  in
anticipation   of   acquiring   a   GTREX-Global   Travel   Exchange,   Inc.   (
"GTREX-Private"),  a privately held Delaware corporation.  On March 12, 2004 the
Company  completed  the merger and changed its  business  emphasis to travel and
tourism.  According to the terms of the agreement and plan of reorganization the
Company  acquired  all of the issued and  outstanding  shares of common stock of
GTREX-Private in exchange for 9,819,400  shares of the Company's  authorized but
unissued common stock. In addition,  the controlling  shareholder of the Company
agreed to retire all of his issued and outstanding shares of common stock in the
Company  acquired  prior to the  agreement to balance the  equities  between the
parties to the  agreement.  The  exchange  was designed to qualify as a tax-free
reorganization  under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as  amended.  The  exchange  was also  designed to qualify as a  transaction  in
securities exempt from registration or qualification under the Securities Act of
1933,  as  amended  and under the  applicable  securities  laws of each state or
jurisdiction where the members reside.

On March 12, 2004 the Company effected a 12 for 1 dividend of its common stock.



                                       19
<PAGE>



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

On April 5,  2004 we changed  our  auditing  firm to  Peterson & Co.,LLP in San
Diego,  California as a result of recent  pronouncements  by the  Securities And
Exchange  Commission  that  Canadian  firms will no longer be  permitted to sign
audit opinions for Securities  Exchange Act reporting  companies  located in the
United States.

ITEM 8A. CONTROLS AND PROCEDURES

Our management,  with the participation of our chief executive officer and chief
financial  officer,  has evaluated the effectiveness of our disclosure  controls
and  procedures  as of  the  end of the  period  covered  by  this  report.  Our
disclosure controls and procedures are the controls and other procedures that we
designed to ensure that we record, process, summarize and report the information
we must disclose in reports that we file or submit under the Securities Exchange
Act of 1934,  as amended,  within the time periods  specified in the SEC's rules
and forms.  Based upon that  evaluation,  our chief executive  officer and chief
financial  officer  concluded that our disclosure  controls and procedures  were
reasonably effective.

For the three month period ended December 31, 2003, there were no changes in our
internal control over the financial reporting that have materially affected,  or
are reasonably likely to materially  affect, our internal control over financial
reporting.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

Executive Officers and Directors

Our present  directors and officers,  their ages and their  positions are listed
below.   Each  director  will  serve  until  the  next  annual  meeting  of  the
stockholders  or until  his  successor  has  been  elected  and duly  qualified.
Directors  serve one year terms and officers  hold office at the pleasure of our
board of  directors,  subject  to  employment  agreements.  There  are no family
relationships between or among directors and executive officers.

Name                            Age      Position
Mr. Kailash C. Khanna           65       C.E.O.
Mr. Tomasso Zanzotto            62       Chairman of the Board (Non- executive)
Mr. Christopher Berlandier      35       Director
Mr. Ronald Lindsay              43       Director

Biographies

Kailash Khanna, Chief Executive Officer & Director

Dr.  Khanna  has an  extensive  background  in  information  technology  for the
financial services and Travel Industry.  He has held executive  responsibilities
at American  Airlines,  American  Express,  CIT and  S.W.I.F.T.  and latterly as
president  of CBSI  International,  a leading  IT  services  company  (Now Named
COVANSYS  on  NASDAQ).  He has a B.S.  from Delhi  University,  a  master's  and
doctorate in operations  research/industrial management from Columbia University
and is a graduate of the Harvard,s International  management program. Dr. Khanna
has  been on the  Board  of  several  private  Companies  and  Sanchez  Computer
Associates, a NASDAQ company.

Tommaso Zanzotto, Chairman of the Board

Mr.  Zanzotto is chairman of  www.onlinetravel.com  a UK publicly quoted company
operating over 100 Internet  travel brands;  honorary member of The World Travel
and Tourism Council;  World, and member of the International  advisory Committee
of INSEAD International  Business School in Fontainebleau,  France. Mr. Zanzotto
spent a 25 years career with American  Express  culminating  as President of all
international  activities  after having served as President  Corporate Card USA,
President  Europe,  and as General Manager in several regions.  He joined Hilton
International in 1993 as Chairman and CEO based in London and in 1996 started Tz
associates  as  Chairman.  Over the years,  Mr.  Zanzotto  has served on several
Boards  including:  American  Express Bank and  American  Express TRS Co. in New
York;  Club Med in Paris;  Ladbroke Plc in London;  Kuoni Holding Ltd in Zurich;
Travel Service International in Miami.

Ronald Lindsay, Director and Consultant

Mr. Lindsay, a co-founder of the Company,  is an expert on travel  distribution.
Mr.  Lindsay has worked and  consulted  with several major  airlines,  owned and
operated  a   corporate/leisure   travel  agency,  and  consulted  in  marketing
operations, advertising campaigns and multimedia project development.

Christopher Berlandier, Director and Consultant

Mr. Berlandier,  a co-founder,  is an experienced entrepreneur in technology and
system services  companies.  With his rich business and  information  technology


                                       20
<PAGE>

background, over the last fifteen years, Mr. Berlandier has initiated and led to
growth of several  software  consulting and product  development  companies.  As
founder,  CEO, CTO he led the creation and  development of Secure  Software Inc.
that provides  corporations and government entities with a portable and scalable
collaborative  security software solution that is efficient,  cost-effective and
maintenance  free. Mr. Berlandier was awarded  Congressional  Medal of merit for
Small Business  Contribution  to the community and was appointed to the National
Business Advisory Council.  Mr. Berlandier studied computer science and business
administration at Long Beach State University.

Vijay Saradhi, Vice President of Technology & Operations.

Mr. Saradhi is an expert in management of multiple,  multi-site projects.  Vijay
has  over 17  years  experience  in a broad  range  of IT  activities  including
evaluating  and selecting  appropriate  technologies,  architecture,  design and
development, team building, full life-cycle project management, customer support
management,  help-desk operations and process improvement.  Mr. Saradhi has held
technology and operations  responsibilities  at Federal  Reserve,  Berkshire and
Alpine  Capital Bank,  S.W.I.F.T  and Unisys  Corporation.  Mr.  Saradhi holds a
Bachelors  and  Masters  in  Industrial   Engineering  from  National  Institute
Industrial Engineering, Bombay, India.

Mike Brand, Technical Lead

Mr.  Brand has over  seventeen  years  experience  in  programming,  design  and
architecture  of  object-oriented  J2EE  applications  in C++ and Java. His work
associations include Price Waterhouse Coopers and Xtra Online Inc. Mr. Brand has
B.A. in Physics  and studied  towards a PH.D.  in Physics at the  University  of
Texas at Arlington.

Audit Committee

We did not have an audit  committee  during the year ended December 31, 2003. We
anticipate forming an audit committee during 2004.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act"),  requires officers,  directors and persons who beneficially own more than
10% of a class of the Company's equity securities  registered under the Exchange
Act to file reports of ownership  and changes in ownership  with the  Securities
and  Exchange  Commission.  Based  solely  upon a  review  of  Forms 3 and 4 and
amendments thereto furnished to us during fiscal 2003 and Forms 5 and amendments
thereto furnished to us with respect to fiscal 2003, or written  representations
that Form 5 was not required for fiscal 2003,  we believe that all Section 16(a)
filing    requirements    applicable    to   our    officers,    directors   and
greater-than-ten-percent stockholders will be fulfilled in a timely manner.

Code Of Ethics

We have not adopted a code of ethics.

ITEM 10. EXECUTIVE COMPENSATION

Director Compensation

During the year ended December 31, 2003, there was no director's compensation.

Employment Agreements

During the year ended December 31, 2003 there were no employment agreements.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table provides  information  regarding beneficial ownership of our
common  stock  as of  March  30,  2004  by  each  person  known  to us to be the
beneficial  owner of more than 5% of our common  stock;  each of our  directors;
each of our chief executive officer and two other executive officers; and all of
our current directors and executive officers as a group.

<TABLE>


Name and Address of                                           Amount of Common         % of Common Stock
Beneficial Owner (1)                                    Stock Beneficially Owned (2)      Outstanding (3)
Kailash C. Khanna, CEO and director                              1,000,000                   5.54%
Tommaso Zanzotto, Director                                         640,000                   3.54%
Chris Berlandier, Director                                       1,122,400                   6.22%
Ron Lindsay, Director                                            1,000,000                   5.54%
                                                               ------------            -----------

All directors and executive officers (4 persons)                 3,762,400                  20.86%
                                                               ------------            -----------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



(1) Each  director's  address  and  officer's  address is c/o GTREX,  Inc.,  515
Madison  Avenue,  21st Floor,  New York,  NY 10022

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the


                                       21
<PAGE>

Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities. Except as indicated each person possesses sole
voting and  investment  power with  respect to all of the shares of common stock
owned by such person,  subject to community  property laws where applicable.  In
computing the number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options held by that
person that are currently exercisable, or become exercisable 60 days after March
4,  2004,  are  deemed  outstanding.   Such  shares,  however,  are  not  deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person.  Percentage  ownership  is based on  10,034,000  shares of common  stock
outstanding on March 4, 2004,  plus  securities  deemed to be  outstanding  with
respect to  individual  stockholders  pursuant  to Rule 13d-  3(d)(1)  under the
Exchange  Act.  (3)  Based on a total of  18,034,000  shares  outstanding  which
includes warrants, options and commitments to issue common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no transactions or series of transactions,  for the fiscal year ended
December 31, 2003, to which we were a party, in which the amount exceeds $60,000
and in which, to our knowledge, any director,  executive officer, nominee, 5% or
greater  stockholder,  or any  member  of  the  immediate  family  of any of the
foregoing persons, have or will have any direct or indirect material interest.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Exhibits. We have listed the exhibits filed as part of this annual report in
the accompanying  exhibit index, which follows the signature page to this annual
report.  The exhibits marked with an asterisk (*) are included with and filed as
part of this annual report on Form 10-KSB.

(b) Reports on Form 8-K. On December 16, 2003, we furnished a current  report on
Form 8-K, which reported that we had changed our business emphasis.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

$5,000.00

SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities  Exchange Act of 1934,
the  Registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date:  April 16, 2004      GTREX, Inc.

                           By: /s/ Kailash C. Khanna
                               --------------------------------------------
                               Kailash C. Khanna, President, Chief Executive
                               Officer and Director




                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual  whose  signature  appears below
hereby  constitutes and appoints  Kailash C. Khanna,  his or her true and lawful
attorneys-in-fact and agents with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all amendments to this annual report on Form 10-KSB,  and to file the same, with
all exhibits  thereto,  and all  documents  in  connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing which they, or any of them,  may deem necessary or advisable
to be done in connection with this annual report on Form 10-KSB, as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for any or all of them, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  registrant in
the capacities and on the dates indicated.

Date:  April 16, 2004      GTREX, Inc..

                           By: /s/ Kailash C. Khanna
                               --------------------------------------------
                               Kailash C. Khanna, President, Chief Executive
                               Officer and Director


                                       22
<PAGE>



Exhibit  No.  Description.
3.1  Articles  of  Incorporation,   incorporated  by
reference to Exhibit 3.1 to a registration statement on Form SB-2 filed on March
12,  2001.
3.2  Bylaws,  incorporated  by  reference  to  Exhibit  to the above
registration  statement.
3.3  Certificate  of  Amendment  to  the  Articles  of
Incorporation,  incorporated  by  reference to Exhibit 99.1 to Form 8-K filed on
February 25, 2004.


SUBSIDIARIES

The company has a wholly-owned subsidiary, GTREX-Global Travel Exchange, Inc., a
Delaware corporation incorporated in 1999.


                                       23
<PAGE>

Exhibit 31.1

                                 CERTIFICATIONS

I, Kailash C. Khanna, Chief Executive Officer of GTREX, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of GTREX, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

(b) [omitted]

(c) Evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

(d)  Disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

    (a) All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

     (b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

Date:    April 16, 2004


By:    /s/ Kailash C. Khanna
       --------------------------------------------
       KAILASH C. KHANNA, CHIEF EXECUTIVE OFFICER


                                       24
<PAGE>

Exhibit 31.2

I, Kailash C. Khanna, Chief Financial Officer of GTREX, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of GTREX, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

(b) [omitted]

(c) Evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

(d)  Disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

     (b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

Date:    April 16, 2004

By:    /s/ Kailash C. Khanna
       ---------------------------------------------
       KAILASH C. KHANNA, CHIEF FINANCIAL OFFICER


                                       25
<PAGE>


EXHIBIT 32
                     OFFICERS' CERTIFICATION PURSUANT TO 906

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual Report of GTREX,  Inc.  (the  "Company") on Form
10-KSB for the period ending  December 31, 2003 as filed with the Securities and
Exchange  Commission  on the date  hereof  (the  "Report"),  I  Kailash  Khanna,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.

/s/ Kailash C. Khanna                   /s/ Kailash C. Khanna
Kailash C. Khanna                       Kailash C. Khanna
Chief Executive Officer                 Chief Financial Officer
April 16, 2004                          April 16, 2004