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

                                  FORM  10-KSB

[X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     For  the  Fiscal  year  ended  December  31,  2002

[ ]  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934
     For  the  transition  period  from  ______________  to  ______________

Commission  file  number     333-58744

APOLLO  HOLDINGS,  INC.
(Exact  name  of  small  business  issuer  as  specified  in  its  charter)

Delaware                                    13-4171971
(State  or  other  jurisdiction             (IRS  Employer Identification  No.)
of  incorporation  or  organization)


1060  Alberni  Street,  Suite  1505,  Vancouver,  B.C.,  Canada    V6E  4K2
(Address  of  principal  executive  offices)                      (Zip  Code)

Issuer's  telephone  number  (604)  687-4432

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:
None

Securities  registered  under  Section  12  (g)  of  the  Exchange  Act:

Title of each class                                      Name of each exchange
                                                         on  which  registered
Common  stock,  par  value  $0.0001  per  share          NASD OTC Bulletin Board

Check  whether  the  issuer  (1)  has  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 pursuant to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part 111 of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.     [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year.           $Nil

State 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  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  last  60  days.     $66,569  as of March 14, 2003.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 4,832,108 shares of common stock were
outstanding  as  of  March  14,  2003.

Documents  incorporated  by  reference  herein:     None

Transitional  Small  Business  disclosure  format  (Check  one);  Yes [ ] No [X]


<PAGE>
                             APOLLO  HOLDINGS,  INC.

     This  annual  report  contains  statements  that plan for or anticipate the
future  and  are  not  historical  facts.  In  this Report these forward looking
statements  are  generally  identified  by  words  such as "anticipate", "plan",
"believe",  "expect",  "estimate",  and  the  like.  Because  forward-looking
statements  involve future risks and uncertainties, these are factors that could
cause  actual  results  to  differ  materially from the estimated results. These
risks and uncertainties are detailed in Item 1. "Business", Item 2. "Description
of  Products  and  Technology", Item 6. "Management's Discussion and Analysis of
Financial  Condition  and  Results of Operations" Item 7 "Financial Statements",
Item  12  "Certain  Relationships  and  Related  Transactions".

     The  Private  Securities  Litigation  Reform  Act of 1995, which provides a
"safe  harbor"  for  such  statements,  may  not  apply  to  this  Report.

ITEM  1.     BUSINESS.

(A)     General.

     Apollo  Holdings,  Inc.  (the "Company" or "Apollo") was incorporated under
the  laws of the State of Delaware on November 12, 1999 to develop an e-commerce
based  business.  On  February 20, 2001, the Company acquired all the issued and
outstanding  shares  of  Net  Tech  Europe,  Inc,  which  changed  its  name  to
Power2Search,  Inc.  on  August  17,  2001.  At  the  time  of  the acquisition,
Power2Search  had  no  assets  or  liabilities  and  had not been engaged in any
commerce  activity  since its incorporation. The Company conducts its operations
through  our  wholly-owned  subsidiary  Power2Search,  Inc.

     The  Company's activities have been limited primarily to the development of
a web based, Business-to-Business, Intellectual Property Exchange and associated
businesses.  Initially  the  Company  sought to establish an online Intellectual
Property  Exchange.  As we proceeded in the development of our business model we
found  that  a  logical extension of our business would be in the area of online
intellectual  property  protection.  This is now our primary focus. See "Item 2.
Description  of  Products  and  Technology."

(B)  Significant  Developments  in  Fiscal  2002  and  Subsequent  Events.

     The  downturn  in  the  economy  and the difficulty faced by all technology
companies,  especially startup internet based companies, in attracting financing
and  creating sustainable business during the years 2001 and early 2002 lead the
Company to examine complementary businesses and services to its development of a
web-based  business  to business Intellectual Property Exchange. After extensive
research  into  the  areas  of copyrights, patents and intellectual know-how the
Company  perceived  a  need  not  only for the purchase and sale of intellectual
assets  but  for  the  provision  of  products and services that would protect a
company's  intellectual  property.  During the later half of 2001, and the first
quarter  of  2002  the  Company researched opportunities to provide products and
services  for the protection of Intellectual Property as a complementary service
to  an  Intellectual  Property  Exchange. On April 5, 2002, the Company's wholly
owned  subsidiary,  Power2Search,  Inc.  entered into a Software Product Licence
Agreement and a Service Partner Agreement with Envisional Ltd., a privately held
technology  development  company headquartered in Westbrook Centre, Milton Road,
Cambridge,  United  Kingdom.  The Company was granted a perpetual, non-exclusive
licence  for  to  use  Envisional's  proprietary  software  technology  in  the
geographical  territories  of Canada and the United States. The software licence
covers  a portfolio of technology based on a unique and sophisticated rule-based
language  that allows users to precisely specify information search requirements
in  on-line  environments.

     In May 2002 the Company completed its initial public offering of securities
with  the  issuance  of 782,108 units at a price of $0.20 per unit for aggregate
consideration  of  $156,421.60.  The securities were offered pursuant to an SB-2
Registration  Statement  between  January  7,  2002  and  May  7,  2002.  The


                                        2
<PAGE>
securities  were  offered  pursuant to Rule 415 of the Securities Act of 199, as
amended. Each unit consisted of (i) one share of common stock and (ii) one stock
purchase  warrant.

     During  the period May, 2002 to December 2002 the Company used the proceeds
from the initial public offering for: recruitment of key personnel, particularly
in  the  areas of research and development and marketing and sales; research and
development  of  the  Company's  products  and  services;  beta  testing  of the
products,  services  and website; software licenses and agreements; the purchase
of  computer  and  telecommunications equipment; sales and marketing and general
administration.

     During  June,  July  and  August  2002,  the Company refined the Envisional
technology  for  the  North  American  market,  developed  additional  software
solutions  and services and developed a website www.apolloholdings.net to market
and  sell  the  Company's  products  and  services.

     In  October 2002 the Company commenced a North American sales and marketing
initiative  following  extensive  evaluation  and  refinement  of  Envisional's
Intellectual  protection  software.  The  Company  established  over 85 specific
trials  with 8 leading companies in the music and software industries, using the
Company's  anti-piracy  software  monitoring  services.  Highly specific data on
pirated  music,  software  and  film  assets were gathered in a relatively short
period  of  time  and  published  in  Asset Tracker(TM) Reports, which were then
distributed  to  clients.  The  Asset  Tracker(TM)  Reports monitor increases or
decreases  in  specific pirated assets and the location and ip identification of
those  pirating  specific  digital  assets.

     On  October  8,  2002  Apollo  Holdings  Inc.  was notified by the NASD OTC
Compliance  Unit  that  the  Company's  Common  Stock had obtained clearance for
trading  on the OTC Bulletin Board effective October 9, 2002. The symbol for the
Company's  Common  Stock  is "AOHO". The Company's Common Stock began trading on
the  OTC  Bulletin  Board  on  October  9,  2002.

(C)  Employees.

     In  June  2002,  the  Company  established  a technical, research and sales
office  at  880 Taylor Creek Drive, Ottawa Ontario to refine and further develop
the  intellectual protection software licensed from Envisional Ltd. Computer and
telecommunications  equipment  were  installed  in  the office. The Company also
opened  a  sales and administrative office in Vancouver British Columbia. During
the market research phase, the Ottawa office employed a staff of three full time
and  four  part-time  employees  whose  duties  included  computer  software
programming,  hardware  technical  support,  legal,  management and sales. As of
March 14, 2003 the Vancouver office has two full-time and three part-time staff,
two  of  whom  are  co-founders  of the company. The Ottawa office was closed on
March  7,  2003.

(D)  New  and  Existing  Regulation  of  the  Internet

     There  are  relatively  few  federal,  state  and  local  laws specifically
directed  towards companies conducting business on the Internet. Currently, laws
and  regulations  relating  to  the  Internet are being debated at the state and
federal  levels  in the United States and in other countries and it are possible
that  new  laws and regulations will be adopted with respect to the Internet and
online  services.  We  expect  these  laws  and regulations to cover issues such
issues as online contracts, user privacy, freedom of expression, pricing, fraud,
content  and  quality  of  products  and  services,  taxation,  advertising,
intellectual  property  rights  and  information  security.  Presently  there is
uncertainty  concerning  the  application  of  existing  laws  and  regulations
governing  such  issues and concerns as property ownership, copyrights and other
intellectual property issues, taxation, libel, obscenity and personal privacy is
uncertain.  With  the  exception  of  the  recently  passed  Digital  Millennium
Copyright  Act  in  the  United States existing laws and regulations were passed
prior  to the advent of the Internet and in most cases have not been interpreted
by  the courts with respect to their application to the Internet and its related
technologies.

     The  Internet  is  global  in  nature  and  does not recognize countries or
borders.  Compliance  with  these  laws  and  regulations  may be costly and may
require  us  to  change  our  business  practices  or  restrict  service


                                        3
<PAGE>
offerings  relative  to  those  we  will  offer in the United States. Failure to
comply  with United States and Canadian laws and regulations could subject us to
penalties  ranging  from  fines  to  bans  on  our  services.


ITEM  2.     DESCRIPTION  OF  PRODUCTS  AND  TECHNOLOGY.

     The domain name for the Company's Intellectual Property Exchange website is
power2search.com.  The  domain  name  was  purchased in January 2000 by our sole
director  and  president,  David  Jenkins,  who  in February 2001 assigned it to
Power2Search,  Inc.  The  website's address is www.power2search.com. The site is
still  in  the  development  stage  and  not  currently  in  operation.

     The  website  address  for  the  Company's  products  and  services for the
protection  of  online  intellectual  property  is  www.apolloholdings.net.

     Power2Search has licensed from Envisional some of the world's most advanced
software  solutions for the protection of intellectual property and anti-piracy.
From  this  technology  portfolio,  the  Company has commercially launched Asset
Tracker(TM)  because it represents a significant new development in the world of
digital  asset management and meets a substantial market need in quantifying and
identifying  the  scale  of piracy in the music, video game, publishing and film
industries.  The  Asset  Tracker(TM)  technology is a unique piece of technology
software based on best of breed matching techniques researched and analyzed by a
team  of  PhD  computer  scientists  from  Cambridge  University.  The  product
continually  monitors  databases  consisting  of  millions of individual digital
assets of almost any kind, including music, books, films, software and images on
the  web and through Peer to Peer. Traditional search engines cannot provide any
real precision in information retrieval, making it difficult, expensive and time
consuming  for organizations to address these problems.  Power2Search's licensed
technology  addresses  precisely these shortcomings and is applicable to a large
number  of  product  application  areas.

     At  its simplest, internet piracy involves the copying of files of recorded
music onto web or File transfer Protocol (FTP) servers, or making available such
files from Internet Relay Chat (IRC) channels or newsgroups for immediate access
and  downloading. Various Peer-to-Peer services have appeared that encourage and
assist  widespread  unauthorized  copying. Napster was the first and best known,
but  similar  services  such as Aimster, the Fast Track network including Kazaa,
Grokster and Gnutella based services like Morpheus have sprung up. Networks such
as  these have attracted millions of users, distributing billions of assets each
year.  Monitoring  these  internet  sites  for  any number of particular digital
assets  represents  an enormous task, which can be accomplished by the Company's
Asset  Tracker(TM)  technology.  The  automated technology provides the means of
monitoring  and  categorizing  information  from all internet sources, including
websites,  newsgroups  (NNTP), chat rooms (IRC), Peer to Peer (P2P) File Sharing
Protocols  (such  as  gnutella  and FastTrack), FTP servers and on-line Bulletin
Boards.

     The  Company  has  packaged  the  Asset  Tracker(TM)  technology  into  the
following  package  of  software  products  and services: Power IP, Power Brand,
Power  Monitor,  Power  Search  and  Power  Protect.  The Company's products are
targeted  at  the  Financial,  Media,  Legal,  Government  and  non  government
marketplaces,  which  have  significant  requirements  for intellectual property
protection  products,  particularly  for  monitoring  brand  abuse and copyright
infringement.  The  software  is able to automatically identify infringements of
brand  names  and other trademarks on-line. It is designed to be so precise that
it  can  aggregate  potentially large amounts of information from many disparate
sources and can operate in automated workflow solutions supplying results to the
end  user  as  they  are  discovered.  Its  flexible  software solutions utilize
techniques  to  filter  content, categorize, classify and prioritize information
with  a  level of accuracy, precision and reliability never before possible. The
software  is designed to mimic the behavior of an unlimited number of infallible
human  researchers.  Applying  Artificial  Intelligence  (AI)  techniques,  the
software  is  capable  of  tracking  over  a  million  items  of  information
simultaneously  and  provides  a  high  recall  rate,  while  maintaining  an
extraordinary  level of accuracy in its automated assessments of pirated digital
assets.  The  software  filters  and  categories  information  published  on the
internet,  and  by  applying  AI  techniques  including  clustering  and natural
language  capabilities  it  is  able  to


                                        4
<PAGE>
simulate  some  elements  of  human  intelligence.  The  software  uses  Unicode
representation  for  all  text,  meaning  it  works  in  any  language including
multibyte  languages  such  as  Chinese  and  Japanese.

     Applications  for the Company's technology include: protecting intellectual
property  and brand reputations; managing content and digital rights; protecting
digital  assets  such  as  software,  music  (mp3  files),  films,  books (often
distributed  as  e-books)  and  other  copyright  material; monitoring trademark
infringements;  searching  for and identifying use and misuse of logos and other
images;  conducting  on-line  research;  search  for  rumors and misinformation,
generated  by  individuals  with  axes  to  grind,  which  if left unnoticed and
unchecked  could  permanently  reduce  a  brand's  value  and  seriously  impair
corporate  valuations.


ITEM  3.     LEGAL  PROCEEDINGS.

     The  company  is  not  party to any litigation, and has no knowledge of any
pending  or  threatened  litigation  against  it.


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

     No  matter  was  submitted  to  a  vote  of  security  holders  through the
solicitation  of  proxies  or  otherwise during the fourth quarter of the fiscal
year  covered  by  this  report.


                                     PART 11

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

(a)  The  Common  Stock  of the Company has been quoted on the NASD OTC Bulletin
     Board  since  October  9, 2002. The following table sets forth the high and
     low  bid prices for the Common Stock for the calendar quarters indicated as
     reported  by  the  NASD  OTC  Bulletin  Board for the last two years. These
     prices  represent  quotations between dealers without adjustment for retail
     markup,  markdown  or commission and may not represent actual transactions.

<TABLE>
<CAPTION>
             First Quarter   Second Quarter   Third Quarter   Fourth Quarter
             --------------  ---------------  --------------  ---------------
<S>          <C>             <C>              <C>             <C>
2003 - High  $         0.52
2003 - Low   $         0.52
2002 - High  $         0.00  $          0.00  $         0.00  $          0.55
2002 - Low   $         0.00  $          0.00  $         0.00  $          0.51
2001 - High  $         0.00  $          0.00  $         0.00  $          0.00
2001 - Low   $         0.00  $          0.00  $         0.00  $          0.00
</TABLE>

(b)     Holders:       As  of March 14, 2003, there were 61 holders of record of
                       the  Common  Stock.
(c)     Dividends:     No  cash  dividends  were paid in 2002, 2001 and 2000. No
                       cash  dividends have been paid subsequent to December 31,
                       2002.  The  amount  and  frequency  of cash dividends are
                       significantly  influenced  by  operating  results and the
                       Company's  cash  requirements.
(d)     Securities  authorized  for  issuance  under  equity  compensation plan:
None

     The  Registrant has issued securities in the manner set forth below without
registration under the Securities Act of 1933, as amended (the "Act") during the
fourth  quarter  of  2002.

     During  the  fourth  quarter  of  2002  indebtedness  totalling $25,000 was
settled  with  the issuance of 50,000 shares of common stock at $0.50 per share.


                                        5
<PAGE>
     The  Registrant  believes that each of the above-referenced transaction was
exempt  from registration under the Act, pursuant to Section 4(2) of the Act and
the  rules  and regulations promulgated thereunder as a transaction by an issuer
not  involving  any  public  offering.

ITEM  6.     MANAGEMENTS'  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATION.

(A)  General.

     Apollo  Holdings,  Inc.  was  incorporated  under  the laws of the State of
Delaware  on  November  12,  1999  to  develop  an  e-commerce  based  business.

     The  Company's activities have been limited primarily to the development of
a web based, Business-to-Business, Intellectual Property Exchange and associated
businesses.  Initially  the  Company  sought to establish an online Intellectual
Property  Exchange.  As we proceeded in the development of our business model we
found  that  a  logical extension of our business would be in the area of online
intellectual  property  protection.  This  is  now  our  primary  focus.

     The  Company  had  no  revenues  during  fiscal  2002  and  2001.

(B)  Results  of  Operations.

(a)  Twelve  Months  Ended  December 31, 2002 (Fiscal 2002) versus Twelve Months
     Ended  December  31,  2001  (Fiscal  2001)

          For  the  year  ended December 31, 2002 the Company recorded a loss of
     $128,764  or  $0.03  per  share,  compared  to a loss of $57,516 ($0.01 per
     share)  in  2001.

          General  and administrative expenses - For the year ended December 31,
     2002  the  Company recorded general and administrative expenses of $127,405
     (fiscal  2001  -  $57,516).  The  fiscal  2002  amount includes $73,420 for
     salaries  and consulting expenses (fiscal 2001 - $500), professional fees -
     accounting  $3,265  (fiscal 2001 - $8,735) and legal $14,192 (fiscal 2001 -
     $42,965). $43,700 of the legal and accounting fees in fiscal 2001 relate to
     the  preparation  and  filing  of  the  Company's  Form  SB-2  Registration
     Statement  with  the  U.  S.  Securities  and  Exchange  Commission.

          Amortization  expenditures  - For the year ended December 31, 2002 the
     Company  recorded  depreciation  costs  of $1,395, compared to $0 in fiscal
     2001.

(b)  Twelve  Months  Ended  December 31, 2001 (Fiscal 2001) versus Twelve Months
     Ended  December  31,  2000  (Fiscal  2000)

          For  the  year  ended December 31, 2001 the Company recorded a loss of
     $57,516  or $0.01 per share, compared to a loss of $9,000 ($0.00 per share)
     in  2000.

          General  and administrative expenses - For the year ended December 31,
     2001  the  Company  recorded general and administrative expenses of $57,516
     (fiscal  2000  - $9,000). The fiscal 2001 amount includes $500 for salaries
     and  consulting fees (fiscal 2000 - $7,500), professional fees - accounting
     $8,735 (fiscal 2000 - $0) and legal $42,965 (fiscal 2000 - $1,500). $43,700
     of  the  legal and accounting fees in fiscal 2001 relate to the preparation
     and filing of the Company's Form SB-2 Registration Statement with the U. S.
     Securities  and  Exchange  Commission.

          Amortization  expenditures  - For the year ended December 31, 2001 the
     Company  recorded  depreciation costs of $0, compared to $0 in fiscal 2000.


                                        6
<PAGE>
(C)  Capital  Resources  and  Liquidity.

     In May 2002 the Company completed its initial public offering of securities
with  the  issuance  of 782,108 units at a price of $0.20 per unit for aggregate
consideration  of  $156,421.60.  The securities were offered pursuant to an SB-2
Registration  Statement  between  January  7,  2002  and  May 7, 2002. Each unit
consisted  of (i) one share of common stock and (ii) one stock purchase warrant.
Each  Series  A  warrant may be exercised by the holder to purchase one share of
common  Stock  at an exercise price of $0.40 per share for a period of 12 months
from  the  date  of issuance of the warrant.  The warrants are redeemable by the
Company  on  30  days  notice  at  a  price  of  $0.001  per warrant. During the
redemption  period  the  warrants  may  still be exercised provided that written
notice  is received by the Company on or prior to the last day of the redemption
period.  No  common  shares  were  issued  in  fiscal  2001.

     In  fiscal  2002  the  Company settled $25,000 of debt with the issuance of
50,000  common  shares at price of $0.50 per common share. The carrying value of
the  indebtedness  approximated  the  fair  value  of  the common shares issued.

     At  December 31, 2002, the Company had cash of $2,260 (2001 - $3,178) and a
working  capital  deficiency of $832 (2001 working capital deficiency - $46,516)
respectively. Total liabilities as of December 31, 2002 were $29,217 as compared
to  $49,694  on December 31, 2001, a decrease of $20,477. Subsequent to December
31, 2002, indebtedness totalling $16,639 was settled with the issuance of common
stock.  During 2002 net proceeds from the issuance of common stock were $120,199
(2001 - $0). In Fiscal 2002 investing activities consisted of additions to fixed
assets  $8,368  (2001  -  $0).  For the year ended December 31, 2002 the Company
recorded  a  loss of $128,764, or $0.03 per share, compared to income of $57,516
($0.01  per  share)  in  2001.

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
administrative and general operating expenses through December 31, 2003 and (ii)
to  further  develop the Company's products and services. Without cash flow from
operations,  we  may  need to obtain additional funds (presumably through equity
offerings  and/or debt borrowing) in order, if warranted, to further develop our
exchange  trading  forum  and products and services for the online protection of
intellectual  property.  Failure  to obtain such additional financing may result
in our failure to upgrade and improve our products and services and lead to loss
of  customers  and revenue. The Company has no agreements or understandings with
any  person  as  to  such  additional  financing.

(D)  Plans  for  Year  2003.

     During  the  next twelve months the Company's sales and marketing personnel
will  be  contacting  potential  clients  and  valuable  brand-owing  companies
explaining  how  our  products  and  services  would  help  them  to monitor and
categorize information on the Internet and protect company networks from hacking
and  intrusion  and  thus  protect  valuable  Intellectual  Property.

(E)  Application  of  Critical  Accounting  Policies.

     In  January  2003,  the  FASB  issued  Interpretation  No.  46  (FIN  46),
Consolidation  of  Variable  Interest Entities - An Interpretation of Accounting
Research  Bulletin  (ARB) No. 51.  This interpretation clarifies how to identify
variable  interest entities and how the Company should assess its interests in a
variable  interest  entity  to decide whether to consolidate the entity.  FIN 46
applies  to  variable interest entities created after January 31, 2003, in which
the  Company  obtains  an interest after that date.  Also, FIN 46 applies in the
first  fiscal  quarter  or  interim  period  beginning  after  June 15, 2003, to
variable  interest  entities in which the Company holds a variable interest that
it  acquired before February 1, 2003.  The Company has not determined the impact
FIN  46  may  have  on  the  financial  statements.



                                        7
<PAGE>
     In  December 2002, the Financial Accounting Standard Board issued Statement
of  Financial Accounting Standard No. 148 (SFAS 148), Accounting for Stock-based
Compensation  -  Transition and Disclosure. SFAS 148 amends SFAS 123, Accounting
for  Stock-based  Compensation,  to  provide  alternative  methods for voluntary
transition  to  SFAS  123's  fair  value  method  of  accounting for stock-based
employee  compensation.  SFAS  148 also requires disclosure of the effects of an
entity's  accounting policy with respect to stock-based employee compensation on
reported  net  income (loss) and earnings (loss) per share in annual and interim
financial  statements.  SFAS  148  is effective for fiscal years beginning after
December  15,  2002.  The  adoption  of  SFAS 148 will not have an impact on the
Company's  financial  statements.

     In  November  2002,  the  FASB  issued  Interpretation  No.  45  (FIN  45),
Guarantor's  Accounting  and  Disclosure  Requirements for Guarantees, Including
Indirect  Guarantees  of  indebtedness  of  Others  -  An Interpretation of FASB
Statements  of  No.  5, 57 and 107 and rescission of FASB Interpretation No. 34.
This  interpretation clarifies the requirements for a guarantor's accounting for
and  disclosures  of  certain  guarantees  issued  and outstanding.  FIN 45 also
clarifies  the  requirements  related  to  the  recognition  of a liability by a
guarantor  at  the inception of a guarantee.  FIN 45 is effective for guarantees
entered  into  or modified after December 31, 2002.  The adoption of FIN 45 will
not  have  impact  on  the  Company's  financial  statements.

     In  June  2002, the Financial Accounting Standard Board issued Statement of
Financial  Accounting  Standard  No.  146  (SFAS  146),  Accounting  for  Costs
Associated  with  Exit  or  Disposal  Activities,  which  addresses  financial
accounting  and  reporting for costs associated with exit or disposal activities
and  nullifies Emerging Issues Task Force Issued No. 94-3, Liability Recognition
for  Certain  Employee Termination Benefits and Other Costs to Exit an Activity.
SFAS  146  generally  requires a liability for a cost associated with an exit or
disposal  activity  to be recognized and measured initially at its fair value in
the  period  in which the liability is incurred.  The pronouncement is effective
for exit or disposal activities initiated after December 31, 2002.  The adoption
of  SFAS  146  will  not  have  an impact on the Company's financial statements.

     In  April 2002, the Financial Accounting Standard Board issued Statement of
Financial  Accounting  Standard No. 145 (SFAS 145), Rescission of FASB Statement
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
The  rescission  of SFAS No. 4, Reporting Gains and Losses from Extinguishments,
and  SFAS 64, Extinguishments of Debt Made to Satisfy Sinking Fund Requirements,
which  amended  SFAS 4, will affect income statement classification of gains and
losses  from  extinguishment  of  debt.  SFAS  145 is effective for fiscal years
beginning  January 1, 2002.  The adoption of SFAS 145 will not have an impact on
the  Company's  financial  statements.

     In  August  2001, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  143  (SFAS  143),  Asset  Retirement
Obligations.  SFAS  143  establishes  accounting  standards  for recognition and
measurement  of  a  liability  for  the  costs of assets retirement obligations.
Under  SFAS  143, the costs of retiring an asset will be recorded as a liability
when  the retirement obligation arises and will be amortized to expense over the
life  of  the  asset.  The  adoption  of SFAS 143 will not have an impact on the
Company's  financial  statements.

     In  June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible
Assets.  The  provisions  of  SFAS  142 are required to be applied starting with
fiscal  years  beginning  after  December  15,  2001  with  earlier  application
permitted for entities with fiscal years beginning after March 15, 2001 provided
that  the  first  interim  financial statements have not been previously issued.
The  Statement is required to be applied at the beginning of the entity's fiscal
year and to be applied to all goodwill and other intangible assets recognized in
its  financial  statements to that date.  The adoption of SFAS 142 will not have
an  impact  on  the  Company's  financial  statements.

     In  June 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 141 (SFAS 141), Business Combinations. SFAS
141 applies to all business combinations


                                        8
<PAGE>
initiated after June 30, 2001. The SFAS 141 applies to all business combinations
accounted  for  using  the  purchase method for which the date of acquisition is
July  1, 2001, or later. The adoption of SFAS 141 will not have an impact on the
Company's  financial  statements.

(F)  Off-balance  Sheet  Arrangements  and  Contractual  Obligations.

     The Company does not have any off-balance sheet arrangements or contractual
obligations  that are likely to have or are reasonably likely to have a material
current  or  future  effect  on  the  Company's  financial condition, changes in
financial  condition,  revenues  or  expenses, results of operations, liquidity,
capital  expenditures  or  capital resources that have not been disclosed in the
Company's  financial  statements.

(G)  Market  Risk  Disclosures.

     The  Company  has  not  entered  into  derivative contracts either to hedge
existing  risks  or  for  speculative  purposes.


ITEM  7.     FINANCIAL  STATEMENTS.

     See  ITEM  13  of this Report for information with respect to the financial
statements filed as a part hereof, including financial statements filed pursuant
to  the  requirements  of  this  ITEM  7.


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS.

     There  have been no disagreements with the Company's Accountants concerning
accounting  or  financial  disclosure.


                                    PART 111.

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS:
             COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT.

     The following table lists the names and positions of the executive officers
and  directors  of  the  Company as of December 31, 2002 and March 14, 2003. All
executive  officers and directors have been elected and appointed to serve until
their  successors  are  elected and qualified.  Additional information regarding
the  business  experience,  length  of  time  served  in each capacity and other
matters  relevant  to  each  individual  are  set  forth  in  the  table  below.

Name                Position
----                --------
David E. Jenkins    Age  49,  Director and President since November 12, 1999.
                    President  and  Director  of  Aurora  Gold  Corporation from
                    October  30,  1995 to May 4, 2001, President and Director of
                    Patagonia Gold Corporation from June 1997 to May 4, 2001 and
                    Director  of  Aurora  Metals (BVI) Ltd. from May 2000 to May
                    15,  2001. President of Datalogic Marketing Corporation from
                    1989  to  present.


                                        9
<PAGE>
     Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of
the  Exchange  Act  of  1934.

     Section  16  (a)  of  the  Securities  Exchange  Act  of  1934 requires the
Company's  officers and directors, and persons who have more than ten percent of
a  registered  class  of  the  Company's  equity  securities, to file reports of
ownership  and  changes in ownership with the Securities and Exchange Commission
(the  "SEC").  Officers, directors and greater than ten percent shareholders are
required by the SEC regulation to furnish the Company with copies of all Section
16  (a)  forms  they  file.

     Based  solely  on its review of the copies of such forms received by it, or
written  representations  from  certain  reporting persons, the Company believes
that  during  the  fiscal  year ended December 31, 2001 all filings requirements
applicable  to  its  officers, directors and greater than ten percent beneficial
owners  were  complied  with.


ITEM  10.  EXECUTIVE  COMPENSATION.

(A)  General

The  following  table  sets forth information concerning the compensation of the
named  executive  officers  for  each  of  the registrant's last three completed
fiscal  years:

<TABLE>
<CAPTION>
                                  Annual  Compensation                    Long-Term  Compensation
                            --------------------------------  --------------------------------------------
                                                                      Awards                 Payments
                                                              ------------------------  ------------------
                                                                           Securities
                                                                             Under-                 All
                                               Other Annual   Restricted      Lying                other
Name And                                          Compen-        Stock      Options/      LTIP    Compen-
Principal Position   Year   Salary   Bonuses      Sation       Award(s)       SARs      Payouts    sation
(Note 1.)                     ($)      ($)          ($)           ($)          (#)        ($)       ($)
(a)                   (b)     (c)      (d)          (e)           (f)          (g)        (h)       (i)
-------------------  -----  -------  --------  -------------  -----------  -----------  --------  --------
<S>                  <C>    <C>      <C>       <C>            <C>          <C>          <C>       <C>
David Jenkins         2002      -0-       -0-            -0-  None         None         None           -0-
                     -----  -------  --------  -------------  -----------  -----------  --------  --------
President and         2001      -0-       -0-            -0-  None         None         None           -0-
                     -----  -------  --------  -------------  -----------  -----------  --------  --------
Director              2000      -0-       -0-            -0-  None         None         None           -0-
                     -----  -------  --------  -------------  -----------  -----------  --------  --------
</TABLE>

Note 1.   None  of  the  Company's  officers  or  directors  was  party  to  an
          employment  agreement  with the Company. During the fiscal year ending
          December 31, 2002 the entire board of directors acted as the Company's
          compensation  committee.


(B)  Options/SAR  Grants  Table

     The  following table sets forth information concerning individual grants of
stock  options (whether or not in tandem with stock appreciation rights ("SARs")
and  freestanding SARs made during the last completed fiscal year to each of the
named  executive  officers;


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                Option/SAR Grants in Last Fiscal Year
                                         (Individual Grants)
 ---------------------------------------------------------------------------------
                                    Percent Of
                     Number of    Total Options/
                     Securities    SARs Granted
                     Underlying    To Employees     Exercise Or
                    Option/SARs      In Fiscal      Base Price    Expiration Date
Name                Granted (#)        Year           ($/Sh)          (M/D/Y)
(a)                     (b)             (c)             (d)             (e)
------------------  ------------  ---------------  -------------  ----------------
<S>                 <C>           <C>              <C>            <C>
David Jenkins  (1)  None                       0%  $           0
------------------  ------------  ---------------  -------------  ----------------
</TABLE>

Note  1.     No  options  were  awarded  in  2002.

(C)  Aggregated  Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

     The  following  table  sets  forth  information concerning each exercise of
stock  options  (or tandem SARs) and freestanding SARs during the last completed
fiscal  year  by  each  of  the named executive officers and the fiscal year-end
value  of  unexercised  options  and  SARs,  on  an  aggregated  basis:

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
================================================================================
                                               Number of
                                               Securities         Value Of
                                               Underlying        Unexercised
                                              Unexercised       In-The-Money
                       Shares                 Options/SARs      Options/SARs
                      Acquired      Value    At FY-End ($)   At FY-End ($0.170)
                    On Exercise   Realized    Exercisable/      Exercisable/
Name                    (#)          ($)     Unexercisable      Unexercisable
(a)                     (b)          (c)          (d)                (e)
--------------------------------------------------------------------------------
<S>                 <C>           <C>        <C>             <C>
David Jenkins           None          None       None        $                 0
--------------------------------------------------------------------------------
</TABLE>

(D)  Long-Term  Incentive  Plans  ("LTIP")  Awards  Table

     The  Company  does  not  have  a  Long-term  Incentive  Plan.

(E)  Compensation  of  Directors

     The  Company  does not pay a fee to its outside, non-officer directors. The
Company  reimburses  its  directors  for reasonable expenses incurred by them in
attending  meetings  of  the Board of Directors. During fiscal 2002 non-officers
directors  received  a  total  of  $0  in  consulting  fees.

(F)  Employment  Contracts  and  termination of employment and change-in-control
arrangements.

     None  of  the  Company's  officers  or directors was party to an employment
agreement  with  the  Company.

(G)  Report  on  repricing  of  options/SARs.

     At  no time during the last completed fiscal year did the registrant, while
a  reporting  company  pursuant  to  Section 13(a) of 15(d) of the Exchange Act,
adjust  or  amend  the  exercise  price  of the stock options or SARs previously
awarded  to  any  of  the  named  executive officers, whether through amendment,
cancellation  or  replacement  grants,  or  any  other  means.


                                       11
<PAGE>
ITEM  11     SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED  STOCKHOLDER  MATTERS.

     The following table sets forth certain information regarding the beneficial
ownership  of the Company's Common Stock as of March 14, 2003 by (i) each person
who  is  known by the Company to own beneficially more than five percent (5%) of
the Company's outstanding Common Stock; (ii) each of the Company's directors and
officers; and (iii) all directors and officers of the Company as a group.  As at
March  14,  2003  there  were  4,832,108  shares  of  Common  Stock  issued  and
outstanding.

(A)  Security  Ownership  of  Certain  Beneficial  Owners

<TABLE>
<CAPTION>
Name and Address of                Amount and Nature    Percentage of
Beneficial Owner (1)              of Beneficial Owner       Class
--------------------------------  --------------------  --------------
<S>                               <C>                   <C>
J  Capital Partners Limited
1505 - 1060 Alberni Street,
Vancouver, B.C., Canada V6E 4K2           1,250,000(2)          25.87%
--------------------------------  --------------------  --------------
Riparian Investments, Inc.
1505 - 1060 Alberni Street,
Vancouver, B.C., Canada V6E 4K2           1,250,000(2)          25.87%
--------------------------------  --------------------  --------------
</TABLE>



Note 1.   The  listed  beneficial  owner  does not have the right to acquire any
          common  shares  within  the  next  sixty days, through the exercise of
          options,  warrants,  rights,  conversion  privilege  or  similar
          obligations.
Note 2.   Unless  indicated  otherwise,  each of the beneficial owners listed in
          the  above  table  beneficially  own  82.8 percent of Apollo Holdings'
          common  stock  and  each  beneficial owner has direct ownership of the
          shares  indicated.  The beneficial owner of J Capital Partners Limited
          is  David  Jenkins,  an  officer  and  director  of  the  Company. The
          beneficial  owner  of  Riparian  Investments, Inc. is Marilyn Jenkins,
          wife  of  David  Jenkins,  a  director, officer and shareholder of the
          Company.

(B)     Security  Ownership  of  Management

<TABLE>
<CAPTION>
Name and Address of                 Amount and Nature    Percentage of
Beneficial Owner                   of Beneficial Owner       Class
---------------------------------  --------------------  --------------
<S>                                <C>                   <C>
Officers and Directors (1) (2)
---------------------------------  --------------------  --------------
David Jenkins
1505 - 1060 Alberni Street,
Vancouver, B.C., Canada V6E 4K2           1,500,000 (3)          31.04%
---------------------------------  --------------------  --------------
Officers and Directors (1 person)         4,000,000 (4)          82.78%
---------------------------------  --------------------  --------------
</TABLE>

Note 1.   No  securities  were authorized for issuance under equity compensation
          plans.
Note 2.   The  listed  beneficial  owners  do  not have the right to acquire any
          common  shares  within  the  next  sixty days, through the exercise of
          options,  warrants,  rights,  conversion  privilege  or  similar
          obligations.
Note 3.   Unless  indicated  otherwise,  each of the beneficial owners listed in
          the  above  table  beneficially  own  82.8 percent of Apollo Holdings'
          common  stock  and  each  beneficial owner has direct ownership of the
          shares  indicated.  The beneficial owner of J Capital Partners Limited
          is  David  Jenkins,  an  officer  and  director  of  the  Company. The
          beneficial  owner  of  Riparian  Investments, Inc. is Marilyn Jenkins,
          wife  of  David  Jenkins,  a  director, officer and shareholder of the
          company.
Note 4.   Includes  the  shares  owned  by  J  Capital  Partners  Limited  and
          Riparian  Investments,  Inc.


                                       12
<PAGE>
(C)  Changes  in  Control

     There  were  no  arrangements  during  the  last  completed  fiscal year or
subsequent period to March 14, 2003 which would result in a change in control of
the  Company.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Included  in  accounts payable and accrued liabilities at December 31, 2002
is $7,832 (2001 - $369) due to a director and a company controlled by a director
in  respect  of  loans  to  the  Company.

     The  Company  believes  that  reimbursement  for operating expenses paid to
directors  or  corporations  owned  by  directors are comparable to amounts that
would  have  been paid to at arms length third party providers of such services.

     There  have  been  no  transactions or proposed transactions with promoters
during  the  last  two  years  to  which  the  Company  is  or  was  a  party.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(1)         FINANCIAL STATEMENTS - Reference is made to the Financial Statements
            appearing  on  pages  F-1,  through  F-15

(A)         Exhibits

3.1         Certificate  of  Incorporation*
3.2         By-laws*
13.1        Form  10-QSB  for  the  Quarter  ended  March  31,  2002*
13.2        Form  10-QSB  for  the  Quarter  ended  June  30,  2002*
13.3        Form  10-QSB  for  the  Quarter  ended  September  30,  2002*
--------
*  Previously  Filed

(B)  Reports  on  Form  8-K

     No  reports  on  Form  8-K were filed during the last quarter of the period
covered  by  this  report.


                                       13
<PAGE>
SIGNATURES

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


                                     Apollo  Holdings,  Inc.
                                     -----------------------------------
                                     Registrant

Date:     March 24, 2003        BY:  /s/ David  Jenkins
          --------------             ------------------------------------
                                     David  Jenkins
                                     Director

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

Date:     March 24, 2003        BY:  /s/ David  Jenkins
          --------------             ------------------------------------
                                     David  Jenkins
                                     Director  and  President


                                 CERTIFICATIONS
                                 --------------

I,  David  Jenkins,  certify  that:

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

2.  Based  on  my  knowledge,  this  annual  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 annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  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 annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)  designed  such  disclosure  controls  and procedures 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  annual  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

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

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and


                                       14
<PAGE>
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:     March 24, 2003        BY:  /s/David  Jenkins
          --------------             ------------------------------------
                                     David  Jenkins
                                     Director,  President  and  CFO


                                       15
<PAGE>
EXHIBIT  (1)     THE  FOLLOWING  FINANCIAL STATEMENTS REQUIRED TO BE INCLUDED IN
                 ITEM  7  ARE  LISTED  BELOW

INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  -  December  31,  2002

               Financial Statements                                   Page
               --------------------                                   ----

Report  of  Independent  Accountants                               F-2
Consolidated  Balance  Sheets                                      F-3
Consolidated  Statements of Changes in Stockholders'
  Equity (Deficiency)                                              F-4
Consolidated  Statements  of  Operations                           F-5
Consolidated  Statements  of  Cash  Flows                          F-6
Significant  Accounting  Policies                                  F-7 to F-13
Notes  to  Financial  Statements                                   F-13 to F-15


Financial  Statement  Schedules  *

*  Financial  Statement  Schedules  have  been  omitted  as  not  applicable


                                       16
<PAGE>




APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Consolidated  Financial  Statements
(EXPRESSED  IN  U.S.  DOLLARS)

December  31,  2002  and  2001




INDEX
-----

Report  of  Independent  Accountants

Consolidated  Balance  Sheets

Consolidated  Statements  of  Stockholders'  Equity  (Deficiency)

Consolidated  Statements  of  Operations

Consolidated  Statements  of  Cash  Flows

Notes  to  Consolidated  Financial  Statements



<PAGE>
MOORE  STEPHENS  ELLIS  FOSTER  LTD.
CHARTERED  ACCOUNTANTS

1650  West  1st  Avenue
Vancouver,  BC  Canada   V6J  1G1
Telephone:  (604)  734-1112  Facsimile:  (604)  714-5916
E-Mail:  generaldelivery@ellisfoster.com
         ----------------------------
Website:  www.ellisfoster.com
--------------------------------------------------------------------------------

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


                                       F2

--------------------------------------------------------------------------------
MSAn  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.

<PAGE>
<TABLE>
<CAPTION>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Consolidated  Balance  Sheets
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
==============================================================================
                                                            2002       2001
------------------------------------------------------------------------------
<S>                                                      <C>         <C>

ASSETS

CURRENT
  Cash and cash equivalents                              $   2,260   $  3,178
  Loan receivable                                           23,598          -
  Prepaid expenses                                           2,527          -
------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                        28,385      3,178

INTELLECTUAL PROPERTY (Note 3)                                   -          -

FIXED ASSETS (Note 4)                                        6,973          -
------------------------------------------------------------------------------
TOTAL ASSETS                                             $  35,358   $  3,178
==============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities (Note 9)      $  29,217   $ 49,694
------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL
  Authorized:
  50,000,000 common shares with a par value of
     $0.0001 per share
  Issued and outstanding:
  4,832,108 common shares (2001 - 4,000,000)                   483        400

ADDITIONAL PAID-IN CAPITAL                                 200,938     19,600

(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE        (195,280)   (66,516)
------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                      6,141    (46,516)
------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)  $  35,358   $  3,178
==============================================================================
<FN>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F3
<PAGE>
<TABLE>
<CAPTION>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Consolidated  Statements  of  Stockholders'  Equity  (Deficiency)
For  the  period  from  November  12,  1999  (inception)  to  December  31,  2002
(EXPRESSED  IN  U.S.  DOLLARS)
==================================================================================================
                                                                             Deficit         Total
                                                                         accumulated        Stock-
                                          Common stock      Additional        during      holders'
                                  ------------------------     paid-in   development        equity
                                        Shares    Amount       capital         stage  (deficiency)
--------------------------------------------------------------------------------------------------
<S>                               <C>           <C>       <C>           <C>           <C>

Issuance of common stock
  for cash on November 17, 1999      2,500,000  $    250  $     12,250  $         -   $    12,500

Net (loss) for the period                    -         -             -            -             -
--------------------------------------------------------------------------------------------------
BALANCE, December 31, 1999           2,500,000       250        12,250            -        12,500

Issuance of common stock
  for cash on July 31, 2000          1,500,000       150         7,350            -         7,500

Net (loss) for the year                      -         -             -       (9,000)       (9,000)
--------------------------------------------------------------------------------------------------
BALANCE, December 31, 2000           4,000,000       400        19,600       (9,000)       11,000

Net (loss) for the year                      -         -             -      (57,516)      (57,516)
--------------------------------------------------------------------------------------------------
BALANCE, December 31, 2001           4,000,000       400        19,600      (66,516)      (46,516)

Issuance of common stock:
  for cash on May 7, 2002              601,000        60       120,139                    120,199
  for settlement of indebtedness       231,108        23        61,199                     61,222

Net (loss) for the year                      -         -             -     (128,764)     (128,764)
--------------------------------------------------------------------------------------------------

BALANCE, December 31, 2002           4,832,108  $    483  $    200,938  $  (195,280)  $     6,141
==================================================================================================
<FN>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL  STATEMENTS.
</TABLE>


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F4
<PAGE>
<TABLE>
<CAPTION>

APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Consolidated  Statements  of  Operations
(EXPRESSED  IN  U.S.  DOLLARS)

======================================================================================
                                            November 12
                                       1999 (inception)          Year            Year
                                                     to         Ended           Ended
                                            December 31   December 31     December 31
                                                   2002          2002            2001
-------------------------------------------------------------------------------------
<S>                                    <C>                <C>            <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Depreciation and amortization        $          1,395   $      1,395   $          -
  Interest and bank charges                       1,742          1,614            128
  Office and miscellaneous                       40,102         34,914          5,188
  Professional fees - legal and audit            70,657         17,457         51,700
  Salaries and consulting fees                   81,420         73,420            500
--------------------------------------------------------------------------------------

                                                195,316        128,800         57,516

OTHER INCOME
  Interest income                                    36             36              -
--------------------------------------------------------------------------------------

(LOSS) FOR THE PERIOD                          (195,280)      (128,764)       (57,516)
======================================================================================

(LOSS) PER SHARE
 - basic and diluted                                      $      (0.03)  $      (0.01)
======================================================================================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
  - basic and diluted                                        4,518,796      4,000,000
======================================================================================
<FN>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL  STATEMENTS.
</TABLE>


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F5
<PAGE>
<TABLE>
<CAPTION>

APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Consolidated  Statements  of  Cash  Flows
(EXPRESSED  IN  U.S.  DOLLARS)

=============================================================================================
                                                 November 12
                                              1999 (inception)           Year            Year
                                                           to           Ended           Ended
                                                  December 31     December 31     December 31
                                                         2002            2002            2001
---------------------------------------------------------------------------------------------
<S>                                           <C>                <C>            <C>
CASH FLOWS FROM (USED IN)
  OPERATING ACTIVITIES
  (Loss) for the period                       $       (195,280)  $   (128,764)  $    (57,516)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
  - depreciation and amortization                        1,395          1,395              -
  - expenses satisfied with common stock                61,222         61,222              -

  Changes in assets and liabilities:
  - increase in loan receivable                        (23,598)       (23,598)             -
  - increase in prepaid expenses                        (2,527)        (2,527)             -
  - increase (decrease) in accounts payable             29,217        (20,477)        49,694
---------------------------------------------------------------------------------------------

                                                      (129,571)      (112,749)        (7,822)
---------------------------------------------------------------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchase of capital assets                            (8,368)        (8,368)             -
---------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stocks              140,199        120,199              -
---------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                       2,260           (918)        (7,822)

CASH AND CASH EQUIVALENTS,
  beginning of period                                        -          3,178         11,000
---------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period      $          2,260   $      2,260   $      3,178
=============================================================================================
<FN>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  FINANCIAL  STATEMENTS.
</TABLE>


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F6
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


1.   INCORPORATION  AND  CONTINUANCE  OF  OPERATIONS

     The  Company was formed on November 12, 1999 under the laws of the State of
     Delaware.  The  Company,  a development stage enterprise, is engaged in the
     development  of  a  web-based  Business  to  Business  Electronic  Commerce
     Intellectual  Property  Exchange as well as the development of Intellectual
     Property  Protection  products  and  services.  The  Company has offices in
     Ottawa  and  Vancouver,  Canada.

     These  consolidated  financial  statements have been prepared in accordance
     with  generally  accepted  accounting  principles  applicable  to  a  going
     concern,  which contemplates the realization of assets and the satisfaction
     of  liabilities  and  commitments  in  the  normal  course of business. The
     Company  has  incurred  recurring  operating losses and requires additional
     funds  to maintain its operations. Management's plans in this regard are to
     raise  equity  financing  as  required.

     These  conditions  raise  substantial  doubt about the Company's ability to
     continue  as a going concern. These financial statements do not include any
     adjustments  that  might  result  from  this  uncertainty.

     The  Company  has  not  generated  any  operating  revenues  to  date.

2.   SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  Basis  of  Consolidation

          These  consolidated  financial  statements, stated in U.S. dollars and
          prepared  in  accordance with accounting principles generally accepted
          in  the  United States of America, include the accounts of the Company
          and its wholly owned subsidiary, Power2search, Inc. (formerly Net Tech
          Europe,  Inc.),  a company incorporated under the laws of the State of
          Delaware.  All  inter-company  accounts  and  transactions  have  been
          eliminated.

     (b)  Cash  and  Cash  Equivalents

          Cash  equivalents  comprise  certain  highly liquid instruments with a
          maturity  of  three  months  or  less  when  purchased.

     (c)  Accounting  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 disclosure of contingent assets and liabilities at the
          date  of the financial statements and the reported amounts of revenues
          and  expenses during the reporting period. Actual results could differ
          from  those  estimates  and  assumptions.


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F7
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


2.   SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

     (d)  Fixed  Assets

          Depreciation  is based on the estimated useful lives of the assets and
          is  computed using the straight-line method. Fixed assets are recorded
          at  cost.  Depreciation  is  provided over the following useful lives:

                   Computer  equipment          2  years

     (e)  Advertising  Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  expenses  incurred  by  the  Company  for the years ended
          December  31,  2002  and  2001.

     (f)  Loss  Per  Share

          Loss per share is computed using the weighted average number of shares
          outstanding  during  the period. Effective for the year ended December
          31,  1999,  the  Company  adopted  SFAS No. 128, "Earnings Per Share".
          Diluted  loss  per  share  is  equivalent  to  basic  loss  per share.

     (g)  Concentration  of  Credit  Risk

          The  Company  places  its  cash  and cash equivalents with high credit
          quality  financial institutions. As of December 31, 2002 and 2001, the
          Company  had  no  balance  in  a  bank  beyond  insured  limits.

     (h)  Foreign  Currency  Transactions

          The  Company  is located and operating outside of the United States of
          America.  It  maintains  its  accounting  records  in U.S. Dollars, as
          follows:

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at  that  date. At the period end, monetary assets and liabilities are
          remeasured  by  using  the  exchange  rate in effect at that date. The
          resulting  foreign  exchange  gains  and  losses  are  included  in
          operations.



MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F8
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


2.   SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

     (i)  Fair  Value  of  Financial  Instruments

          The  respective  carrying  value of certain on-balance-sheet financial
          instruments approximated their fair value. These financial instruments
          include  cash  and  cash  equivalents,  loan  receivable  and accounts
          payable  and  accrued  liabilities.  Fair  values  were  assumed  to
          approximate  carrying  values  for these financial instruments, except
          where  noted,  since  they are short term in nature and their carrying
          amounts  approximate  fair values or they are receivable or payable on
          demand.  Management  is of the opinion that the Company is not exposed
          to  significant  interest, credit or currency risks arising from these
          financial  instruments.

     (j)  Income  Taxes

          The  Company  has  adopted Statement of Financial Accounting Standards
          No.  109  (SFAS  109), Accounting for Income Taxes, which requires the
          Company  to  recognize  deferred  tax  liabilities  and assets for the
          expected  future  tax consequences of events that have been recognized
          in  the  Company's  financial  statements  or  tax  returns  using the
          liability  method.  Under  this  method,  deferred tax liabilities and
          assets  are  determined based on the temporary differences between the
          financial  statement  and  tax  bases  of assets and liabilities using
          enacted  tax rates in effect in the years in which the differences are
          expected  to  reverse.

     (k)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          The  Company  has  adopted  the  Statement  of  Financial  Accounting
          Standards  No.  133  (SFAS 133), Accounting for Derivative Instruments
          and  Hedging  Activities,  which  requires  companies to recognize all
          derivatives  contracts  as either assets or liabilities in the balance
          sheet  and  to  measure  them at fair value. If certain conditions are
          met,  a  derivative  may  be  specifically  designated as a hedge, the
          objective  of which is to match the timing of gain or loss recognition
          on  the  hedging derivative with the recognition of (i) the changes in
          the  fair value of the hedged asset or liability that are attributable
          to  the  hedged  risk  or  (ii)  the  earnings  effect  of  the hedged
          forecasted  transaction.  For a derivative not designated as a hedging
          instrument,  the gain or loss is recognized in income in the period of
          change.

          Historically,  the  Company  has not entered into derivative contracts
          either  to  hedge  existing  risks  or  for  speculative purposes. The
          Company  does  not  anticipate that the adoption of the statement will
          have  a  significant  impact  on  its  financial  statements.



MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F9
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


2.   SIGNIFICANT  ACCOUNTING  POLICIES   (continued)

     (l)  Stock-Based  Compensation

          The Company has adopted the disclosure-only provisions of Statement of
          Financial  Accounting  Standards  No.  123  (SFAS 123), Accounting for
          Stock-based  Compensation.  SFAS 123 encourages, but does not require,
          companies  to  adopt a fair value based method for determining expense
          related  to  stock-based  compensation.  The  Company  accounts  for
          stock-based  compensation  issued to employees and directors using the
          intrinsic value method as prescribed under Accounting Principles Board
          Opinion  No.  25, Accounting for Stock Issued to Employees and related
          interpretations.

          The  Company  did  not  grant any stock options during the fiscal year
          2002  and  2001.

     (m)  Long-Lived  Assets  Impairment

          Certain  long-term  assets of the Company are reviewed when changes in
          circumstances  require  as  to whether their carrying value has become
          impaired,  pursuant  to guidance established in Statement of Financial
          Accounting Standards No. 144 (SFAS 144), Accounting for the impairment
          or  Disposal  of  Long-Lived Assets. Management considers assets to be
          impaired if the carrying value exceeds the future projected cash flows
          from  related  operations (undiscounted and without interest charges).
          If  impairment  is deemed to exist, the assets will be written down to
          fair  value.

     (n)  Comprehensive  Income

          The  Company  adopted  Statement of Financial Accounting Standards No.
          130  (SFAS  130),  Reporting  Comprehensive  Income, which establishes
          standards  for  reporting  and  display  of  comprehensive income, its
          components  and  accumulated  balances. The Company is disclosing this
          information  on  its  Statement  of Stockholders' Equity (Deficiency).
          Comprehensive  income  comprises  equity  except  those resulting from
          investments  by  owners  and distributions to owners. SFAS 130 did not
          change  the  current  accounting  treatments  for  components  of
          comprehensive  income.


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F10
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


2.   SIGNIFICANT  ACCOUNTING  POLICIES   (continued)

     (o)  New  Accounting  Pronouncements

          In  June  2001,  the  Financial  Accounting  Standards  Board  issued
          Statement  of  Financial  Accounting  Standards  No.  141  (SFAS 141),
          Business  Combinations.  SFAS 141 applies to all business combinations
          initiated  after  June  30, 2001. The SFAS 141 applies to all business
          combinations  accounted  for  using  the purchase method for which the
          date  of  acquisition  is July 1, 2001, or later. The adoption of SFAS
          141  will  not  have  an impact on the Company's financial statements.

          In  June,  2001,  the  Financial  Accounting  Standards  Board  issued
          Statement  of  Financial  Accounting  Standards  No.  142  (SFAS 142),
          Goodwill  and  Other Intangible Assets. The provisions of SFAS 142 are
          required  to  be  applied  starting  with fiscal years beginning after
          December 15, 2001 with earlier application permitted for entities with
          fiscal  years  beginning  after March 15, 2001 provided that the first
          interim  financial  statements  have  not  been previously issued. The
          Statement  is  required to be applied at the beginning of the entity's
          fiscal  year  and  to  be applied to all goodwill and other intangible
          assets  recognized  in  its  financial  statements  to  that date. The
          adoption  of  SFAS  142  will  not  have  an  impact  on the Company's
          financial  statements.

          In  August  2001,  the  Financial  Accounting  Standards  Board issued
          Statement  of Financial Accounting Standards No. 143 (SFAS 143), Asset
          Retirement  Obligations. SFAS 143 establishes accounting standards for
          recognition  and  measurement  of  a liability for the costs of assets
          retirement obligations. Under SFAS 143, the costs of retiring an asset
          will be recorded as a liability when the retirement obligation arises,
          and  will  be  amortized  to  expense  over the life of the asset. The
          adoption  of  SFAS  143  will  not  have  an  impact  on the Company's
          financial  statements.

          In  April  2002,  the  Financial  Accounting  Standard  Board  issued
          Statement  of  Financial  Accounting  Standard  No.  145  (SFAS  145),
          Rescission  of  FASB  Statement  No.  4,  44 and 64, Amendment of FASB
          Statement  No.  13,  and Technical Corrections. The rescission of SFAS
          No.  4,  Reporting Gains and Losses from Extinguishments, and SFAS 64,
          Extinguishments  of  Debt  Made  to Satisfy Sinking Fund Requirements,
          which  amended  SFAS 4, will affect income statement classification of
          gains  and  losses  from extinguishment of debt. SFAS 145 is effective
          for  fiscal  years beginning January 1, 2002. The adoption of SFAS 145
          will  not  have  an  impact  on  the  Company's  financial statements.



MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F11
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


2.   SIGNIFICANT  ACCOUNTING  POLICIES   (continued)

     (o)  New  Accounting  Pronouncements  (continued)

          In June 2002, the Financial Accounting Standard Board issued Statement
          of  Financial  Accounting  Standard No. 146 (SFAS 146), Accounting for
          Costs  Associated  with  Exit  or Disposal Activities, which addresses
          financial  accounting  and reporting for costs associated with exit or
          disposal  activities  and  nullifies Emerging Issues Task Force Issued
          No.  94-3,  Liability  Recognition  for  Certain  Employee Termination
          Benefits  and  Other  Costs  to  Exit  an Activity. SFAS 146 generally
          requires  a  liability  for a cost associated with an exit or disposal
          activity  to be recognized and measured initially at its fair value in
          the  period  in  which the liability is incurred. The pronouncement is
          effective for exit or disposal activities initiated after December 31,
          2002.  The  adoption  of  SFAS  146  will  not  have  an impact on the
          Company's  financial  statements.

          In  December  2002,  the  Financial  Accounting  Standard Board issued
          Statement  of  Financial  Accounting  Standard  No.  148  (SFAS  148),
          Accounting  for  Stock-based Compensation - Transition and Disclosure.
          SFAS  148 amends SFAS 123, Accounting for Stock-based Compensation, to
          provide  alternative  methods  for  voluntary transition to SFAS 123's
          fair value method of accounting for stock-based employee compensation.
          SFAS  148  also  requires  disclosure  of  the  effects of an entity's
          accounting policy with respect to stock-based employee compensation on
          reported net income (loss) and earnings (loss) per share in annual and
          interim  financial  statements. SFAS 148 is effective for fiscal years
          beginning  after  December 15, 2002. The adoption of SFAS 148 will not
          have  an  impact  on  the  Company's  financial  statements.

          In  November  2002,  the  FASB  issued Interpretation No. 45 (FIN 45),
          Guarantor's  Accounting  and  Disclosure  Requirements for Guarantees,
          Including  Indirect  Guarantees  of  indebtedness  of  Others  -  An
          Interpretation  of FASB Statements of No. 5, 57 and 107 and rescission
          of  FASB  Interpretation  No.  34.  This  interpretation clarifies the
          requirements  for  a  guarantor's  accounting  for  and disclosures of
          certain  guarantees  issued and outstanding. FIN 45 also clarifies the
          requirements  related to the recognition of a liability by a guarantor
          at  the  inception  of a guarantee. FIN 45 is effective for guarantees
          entered  into or modified after December 31, 2002. The adoption of FIN
          45  will  not  have  impact  on  the  Company's  financial statements.


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F12
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


2.   SIGNIFICANT  ACCOUNTING  POLICIES   (continued)

     (o)  New  Accounting  Pronouncements  (continued)

          In  January  2003,  the  FASB  issued  Interpretation No. 46 (FIN 46),
          Consolidation  of  Variable  Interest  Entities - An Interpretation of
          Accounting  Research  Bulletin  (ARB)  No.  51.  This  interpretation
          clarifies  how  to  identify  variable  interest  entities and how the
          Company  should  assess its interests in a variable interest entity to
          decide  whether  to consolidate the entity. FIN 46 applies to variable
          interest entities created after January 31, 2003, in which the Company
          obtains an interest after that date. Also, FIN 46 applies in the first
          fiscal  quarter  or  interim  period beginning after June 15, 2003, to
          variable  interest  entities  in  which  the  Company holds a variable
          interest that it acquired before February 1, 2003. The Company has not
          determined  the  impact  FIN  46 may have on the financial statements.

3.   INTELLECTUAL  PROPERTY

     On  April  5,  2002,  Power2Search,  Inc.("Power2Search")  entered  into  a
     Software  Product  License  Agreement  and a Service Partner Agreement with
     Envisional  Ltd.  ("Envisional").  Power2Search  was  granted  a perpetual,
     non-exclusive  license  to use Envisional's proprietary software technology
     in  the  geological territories of Canada and United States. The technology
     is  mainly  in  the  areas  of  providing  products  and  services  for the
     protection  of  intellectual  property.

     As  consideration for this license, Power2Search paid Envisional the sum of
     1  and  has  agreed  to  share a portion of its gross revenue from business
     software  sales  and  subscription services, based on Envisional's standard
     pricing  (excluding sales taxes) for each twelve-month period from the date
     of  appointment  as  follows:

     (a)  Gross  revenue up to CDN$1 million will be split 50/50 to Power2Search
          and  Envisional,  respectively.

     (b)  Gross  revenue  from  CDN$1  to  $1.5  million  will be split 70/30 to
          Power2Search  and  Envisional,  respectively.

     (c)  Gross revenue over CDN$1.5 million will be split 80/20 to Power2Search
          and  Envisional,  respectively.

     As  at December 31, 2002, no revenue has been generated from these licensed
     products  and  services.



MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F13
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


4.   FIXED  ASSETS

<TABLE>
<CAPTION>
-----------------------------------------
                            2002    2001
-----------------------------------------
<S>                       <C>       <C>

Computer equipment        $ 8,368   $   -
Accumulated depreciation   (1,395)      -
-----------------------------------------
                          $ 6,973   $   -
=========================================
</TABLE>



5.   ACQUISITION  OF  POWER2SEARCH,  INC.  (FORMERLY  NET  TECH  EUROPE  INC.)

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

6.   NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

     In fiscal year 2002, the Company settled various debts with the issuance of
     shares  of  common  stock,  as  follows:

<TABLE>
<CAPTION>
-----------------------------------------------------
FISCAL YEAR 2002      Conversion
Month of Settlement  Indebtedness    Price    Shares
-----------------------------------------------------
<S>                  <C>            <C>       <C>

March                $      36,222  $   0.20  181,108
November                    12,500      0.50   25,000
November                    12,500      0.50   25,000
                     -------------            -------
                     $      61,222            231,108
                     =============            =======
</TABLE>

The carrying value of the indebtedness approximated the fair value of the common
shares  issued.


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F14
<PAGE>
APOLLO  HOLDINGS,  INC.  &  SUBSIDIARY
(A  development  stage  enterprise)

Notes  to  Consolidated  Financial  Statements
December  31,  2002  and  2001
(EXPRESSED  IN  U.S.  DOLLARS)
================================================================================


7.   INCOME  TAXES

     As  at  December  31,  2002, the Company has estimated net operating losses
     carryforward  for  tax  purposes  of  $195,280.  This amount may be applied
     against  future federal taxable income. The Company evaluates its valuation
     allowance  requirements  on  an  annual  basis  based  on  projected future
     operations.  When  circumstances  change  and  this  causes  a  change  in
     management's  judgement about the realizability of deferred tax assets, the
     impact  of  the change on the valuation allowance is generally reflected in
     current  income.

     The  tax  effects  of temporary differences that give rise to the Company's
     deferred  tax  asset  (liability)  are  as  follows:

<TABLE>
<CAPTION>
---------------------------------------------
                           2002       2001
---------------------------------------------
<S>                      <C>        <C>

Tax loss carry forwards  $ 68,000   $ 23,300
Valuation allowance       (68,000)   (23,300)
---------------------------------------------
                         $      -   $      -
=============================================
</TABLE>

8.   RELATED  PARTY  TRANSACTION

     Included  in  accounts  payable  and  accrued liabilities is $7,832 (2001 -
     $369)  due  to a director and a corporation controlled by a director of the
     Company.  The transactions are recorded at exchange amount, being the value
     established  and  agreed  to  by  the  related  party.

9.   SUBSEQUENT  EVENTS

     Subsequent  to December 31, 2002, indebtedness in the amount of $16,639 was
     settled  with  the  issuance  of  66,600  shares  of  common  stock.


MOORE  STEPHENS  ELLIS  FOSTER  LTD.     F15
<PAGE>