<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[X]      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934.

         For the quarterly period ended: September 30, 2004

[ ]      Transition Report Under Section 13 or 15(d) of the Exchange Act.


                         Commission File Number: 0-31153


                               AP HENDERSON GROUP
                               ------------------
        (Exact name of small business issuer as specified in its charter)


           Nevada                                                 88-0355504
           ------                                                 ----------
(State or other jurisdiction                                    (IRS Employer
     of incorporation)                                       Identification No.)


600 Wilshire Blvd., Suite 1252. Los Angeles, CA                     90017
-----------------------------------------------                     -----
   (Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (213)-538-1203


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for 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.
[X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: As of November 23, 2004 the Issuer had
issued and outstanding 103,212,058 shares of common stock $.001.



<PAGE>



                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

PART I - FINANCIAL INFORMATION..........................................     2

Item 1.  Financial Statements...........................................     2

Balance Sheet...........................................................     2

Statements of Operationss...............................................     3

Statement of Stockholders' Equity.......................................     4

Statements of Cash Flows ...............................................     5

Notes to Financial Statements...........................................     6

Item 2.  Management's Discussion And
             Plan Of Operations.........................................    11

Item 3.  Controls and Procedures .......................................    13


PART II - OTHER INFORMATION.............................................    14

Item 1.  Legal Proceedings..............................................    14

Item 2.  Changes in Securities..........................................    14

Item 3.  Defaults Upon Senior Securities................................    15

Item 4.  Submission of Matters to a Vote of Security Holders............    15

Item 5.  Other Information .............................................    15

Item 6.  Exhibits & Reports on Form 8-K.................................    16

SIGNATURES..............................................................    17



                                       1

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               AP HENDERSON GROUP
                                 BALANCE SHEET
                               SEPTEMBER 30, 2004
                                  (UNAUDITED)

                                     ASSETS

Current assets
    Cash                                                           $    183,939
    Accounts and other receivable                                     1,582,192
    Inventories                                                         816,241
    Prepaid expenses                                                    965,813
                                                                   -------------
      Total current assets                                            3,548,185

Fixed assets, net                                                    38,940,520
Investment in Seaside Investments PLC securities                      9,180,000

Other intangible assets
    Patents                                                               4,427
    Goodwill related to acquired business                             9,529,390
                                                                   -------------

Total assets                                                       $ 61,202,522
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued expenses                          $  9,427,712
    Short-term loans                                                    483,290
    Notes payable                                                        34,006
    Due to related parties                                              548,467
                                                                   -------------
      Total current liabilities                                      10,493,475
                                                                   -------------

      Total liabilities                                              10,493,475

Minority interest                                                       115,491

Stockholders' equity
    Preferred stock; $.001 par value; 25,000,000 shares
      authorized, no shares issued and outstanding                           --
    Common stock; $.001 par value; 200,000,000 shares
      authorized, 103,212,058 shares issued and outstanding             103,212
    Additional paid-in capital                                       50,805,639
    Accumulated deficit                                                (315,295)
                                                                   -------------
      Total stockholders' equity                                     50,593,556
                                                                   -------------

      Total liabilities and stockholders' equity                   $ 61,202,522
                                                                   =============

                 See Accompanying Notes to Financial Statements

                                       2

<PAGE>
<TABLE>
                                             AP HENDERSON GROUP
                                          STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)
<CAPTION>

                                                   For the three months ended       For the nine months ended
                                                  -----------------------------   -----------------------------
                                                  September 30,   September 30,   September 30,   September 30,
                                                       2004           2003            2004             2003
                                                  -------------   -------------   -------------   -------------
<S>                                               <C>             <C>             <C>             <C>
Revenue                                           $  7,275,976    $         --    $ 25,713,533    $         --

Cost of revenues                                     6,395,771              --      23,241,562              --
                                                  -------------   -------------   -------------   -------------

    Gross profit                                       880,205              --       2,471,971              --

Operating expenses
    General and administrative                       1,253,960              --       2,512,904              --
                                                  -------------   -------------   -------------   -------------

      Total operating expenses                       1,253,960              --       2,512,904              --
                                                  -------------   -------------   -------------   -------------

Income from operations                                (373,755)             --         (40,933)             --

Other income (expense)
    Interest expense                                   (21,440)             --         (28,937)             --
    Other income                                         1,376              --           1,566              --
    Other expense                                       (1,378)             --          (1,948)             --
                                                  -------------   -------------   -------------   -------------

      Total other income (expense)                     (21,442)             --         (29,319)             --
                                                  -------------   -------------   -------------   -------------

Income (loss) before provision for income taxes       (395,197)             --         (70,252)             --

Provision for income taxes                              43,636              --         131,847              --
                                                  -------------   -------------   -------------   -------------

Income (loss) before minority interests               (438,833)             --        (202,099)             --
Income (loss) applicable to minority interests         (11,588)             --        (113,196)             --
                                                  -------------   -------------   -------------   -------------

Net income (loss)                                 $   (450,421)   $         --    $   (315,295)   $         --
                                                  =============   =============   =============   =============

Basic and diluted loss per common share           $      (0.00)   $         --    $      (0.00)   $         --
                                                  =============   =============   =============   =============

Basic and diluted weighted average
    common shares outstanding                       93,549,775      51,000,000      71,857,778      51,000,000
                                                  =============   =============   =============   =============

                               See Accompanying Notes to Financial Statements

                                                      3
</TABLE>

<PAGE>
<TABLE>
                                                         AP HENDERSON GROUP
                                                 STATEMENT OF STOCKHOLDERS' EQUITY
                                                            (UNAUDITED)
<CAPTION>

                                  Outstanding shares                                       Additional                      Total
                             ----------------------------    Preferred       Common         Paid-in      Accumulated   Stockholders'
                               Preferred       Common          Stock          Stock         Capital        Deficit        Equity
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 2003             --     51,000,000   $         --   $     51,000   $ 32,508,763   $         --   $ 32,559,763

Issuance of common stock
  for reverse-acquisition
  of AP Henderson Group                --     41,502,058             --         41,502      8,668,586             --      8,710,088

Issuance of common stock for
  purchase of securities in
  Seaside Investments PLC              --     10,200,000             --         10,200      9,169,800             --      9,180,000

Issuance of common stock for
  commission fees related to
  Seaside Investments PLC              --        510,000             --            510        458,490             --        459,000

Net loss                               --             --             --             --             --       (315,295)      (315,295)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

Balance, September 30, 2004            --    103,212,058   $         --   $    103,212   $ 50,805,639   $   (315,295)  $ 50,593,556
                             =============  =============  =============  =============  =============  =============  =============


                                           See Accompanying Notes to Financial Statements

                                                                 4
</TABLE>


<PAGE>
<TABLE>
                                 AP HENDERSON GROUP
                              STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
<CAPTION>

                                                       For the nine    For the nine
                                                       months ended    months ended
                                                       September 30,   September 30,
                                                            2004           2003
                                                       -------------   -------------
<S>                                                    <C>             <C>
Cash flows from operating activities:
    Net loss                                           $   (315,295)   $         --
    Adjustments to reconcile net loss to
     net cash used by operating activities:
      Depreciation                                          360,858              --
      Minority interest                                     113,196              --
      Stock based expenses                                  459,000              --
    Changes in operating assets and liabilities:
      Increase in accounts and other receivable            (824,366)             --
      Increase in inventories                              (813,774)             --
      Increase in prepaid expenses                         (809,002)             --
      (Increase) decrease in other assets                   183,513          (7,366)
      Increase in accounts payable                        8,987,397          17,506
                                                       -------------   -------------
           Net cash provided by operating activities      7,341,527          10,140
                                                       -------------   -------------

Cash flows from investing activities:
    Purchase of fixed assets                             (7,736,675)             --
                                                       -------------   -------------
           Net cash used in investing activities         (7,736,675)             --
                                                       -------------   -------------

Cash flow from financing activities:
    Proceeds from short-term loans                          483,290              --
    Proceeds from notes payable                              34,006              --
                                                       -------------   -------------
           Net cash provided by financing activities        517,296              --
                                                       -------------   -------------

Net increase in cash                                        122,148          10,140

Cash, beginning of period                                    61,791              --
                                                       -------------   -------------

Cash, end of period                                    $    183,939    $     10,140
                                                       =============   =============


                   See Accompanying Notes to Financial Statements

                                         5
</TABLE>



<PAGE>
                               AP HENDERSON GROUP
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE 1. HISTORY AND SIGNIFICANT ACCOUNTING POLICIES

History:
--------

AP Henderson Group (the "Company") was incorporated on June 13, 1994 in the
State of Nevada. On January 15, 2003, Magnolia Ventures, Inc. consummated an
agreement to acquire all of the outstanding capital stock of AP Henderson
Ventures, a Nevada Corporation ("AP Ventures"), in exchange for 5,625,000 shares
of Magnolia Ventures, Inc.'s ("Magnolia") common stock ("AP Ventures
Transaction"). AP Ventures conducted its operations through its subsidiary
Jingbo Chemical (Bo Xing) Company Limited ("Jingbo"), a foreign direct-owned
company in the PRC. Jingbo's financial position and operations is a result of a
transfer of operational assets and liabilities ("Jingbo Assets") from Shandong
Jingbo Petrochemical Company Limited ("Petrochemical Company") and Shandong
Jingbo Agrochemical Company Limited ("Agrochemical Company") in December 2002.
Subsequent to the reverse acquisition, the Company became aware of certain
material misrepresentations that were made to them by certain parties in
connection with this acquisition of the Jingbo Assets. In addition, the Company
encountered frequent material acts of insubordination and recklessness by senior
management of Jingbo. These circumstances created significant doubt as to the
viability of the business of Jingbo and the Jingbo Assets. As a result of these
negative circumstances, the Company rescinded the transaction related to AP
Ventures pursuant to a Rescission Agreement dated December 31, 2003 whereby the
former owner of AP Ventures agreed to return all of the 5,625,000 shares of AP
Henderson previously issued back to the Company. In January 2004, pursuant to
the Rescission Agreement, 5,625,000 shares the Company was returned for
cancellation and all of the outstanding capital stock AP Ventures was returned
to the former owner.

On January 20, 2004, the Company consummated an Agreement and Plan of Merger
agreement whereby the Company acquired all of the outstanding capital stock of
Slide View Corp. ("Slide View"), an Oklahoma corporation, in consideration
2,104,013 shares of the Company's common stock. The value of this transaction
approximated $9,468,000 based upon the fair value said shares to which a
significant portion of this value will be allocated towards goodwill and
intangible assetsl. An additional 895,988 shares of the Company's common stock
shall be issued to the former owners of Slide View Corp. subject to the
achievement of certain equity financing and product development milestones. The
purchase price for Slide View was determined in arms-length negotiations between
the Company and representatives of Slide View Corp. Slide View Corp., based in
Tustin, California, is engaged in developing peripheral computer LCD screen
technologies to which its assets are comprised mainly of proprietary
technologies and is considered a development stage enterprise since it has not
yet commenced operations. Since there is no operational history or significant
assets, the Company was still considered a development stage company in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES".

On April 5, 2004, the Company acquired all of the outstanding capital shares of
Hyundai MultiCAV Computer Shanghai Co., Ltd. ("HMCS") ("Merger Transaction") in
exchange for 51,000,000 shares of the Company's common stock. HMCS owns, among
other assets, 13,253.53 square meters (142,659.81 square foot) industrial
factory building, which is currently in production in Shanghai and 83,888 square
meters (902,962 square foot) of factory building in Binzhou, Shandong, China.
This transaction has been accounted for as a quasi-reorganization or reverse
merger whereby HMCS would be considered the accounting acquirer since the
Company was considered a development stage company with no operations and HMCS
was an operational company with significant assets and liabilities. Furthermore,
the Company's officers and board of directors were replaced by officers and
directors of HMCS and effectively took control in both management and capital
ownership. The accounting history of the acquirer would be carried forward as
the history for the Company and no goodwill would be recorded. Accordingly, the
accompanying financial statements reflect the history of HMCS. Prior to the
Merger Transaction, the Company had 41,479,015 shares of its common stock
outstanding.



                                       6

<PAGE>
                               AP HENDERSON GROUP
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A summary of the Company's significant accounting policies is as follows:
-------------------------------------------------------------------------

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated.

YEAR END - The Company's year end is December 31.

USE OF ESTIMATES - The preparation of consolidated 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION - Sales are recognized when the revenue is realized or
realizable, and has been earned. In general, revenue is recognized as when risk
and title to the product transfers to the customer, which usually occurs at the
time shipment is made or as services are rendered.

EXPENSES - Expenses are recognized during the period in which they are incurred.

INVENTORY - Inventory is stated at the lower of cost or market value. The method
of determining cost is first-in-first-out.

INTANGIBLE ASSETS - Acquisition costs on patents, trademarks, licenses and other
intangibles are capitalized and amortized using the straight-line method over
their useful lives, generally within 10 years. The carrying amount of each
intangible asset is reviewed annually and adjusted for impairment where it is
considered necessary. An impairment loss is recognized whenever the carrying
amount of an asset exceeds its recoverable amount. Events and circumstances that
would trigger an impairment assessment include a significant decrease in the
market value of an asset, a significant change in the manner or extent that an
asset is used including a decision to abandon acquired products, services or
technologies, a significant adverse change in operations or business climate
affecting the asset, and historical operating or cash flow losses expected to
continue for the foreseeable future associated with the asset. An asset is
considered impaired when the undiscounted cash flows projected to be generated
from the asset over its remaining useful life is less than the recorded amount
of that asset. Impairment losses are measured based on the difference between
the asset's fair value and carrying amount and are recorded as impairment
write-downs in the consolidated statements of operations in the period that an
indicator of impairment arises. Measurement of fair value is based on estimated
expected future cash flows, including terminal value cash flows expected to
result from the disposition of the asset at the end of its useful life,
discounted at our weighted average cost of capital. Weighted average cost of
capital is based on historical risk premiums required by investors for companies
of our size, industry and capital structure and includes risk factors specific
to us. In some instances, the measurement of fair value includes a factor, if
appropriate, for market comparables, representing our estimate of the value that
a buyer is willing to pay for similar assets in terms of products and services,
customer base, risks and earnings capabilities.

FIXED ASSETS - Fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets. The cost of repairs and maintenance is
charged to expense as incurred. Expenditures for property betterments and
renewals are capitalized. Upon sale or other disposition of a depreciable asset,
cost and accumulated depreciation are removed from the accounts and any gain or
loss is reflected in other income (expense). Currently, the Company has no fixed
assets. No depreciation is provided for construction in progress until they are
completed and put in use. Interest and other costs on borrowings to finance the
construction of property, plant and equipment are capitalized during the period
of time that is required to complete and prepare the property for its intended
use.

                                       7

<PAGE>
                               AP HENDERSON GROUP
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date.

The Company's operations through its subsidiary HMCS are subject to the People's
Republic of China ("PRC") income taxes on an entity basis on income arising in
or derived from the tax jurisdiction in which they operate.

From the first profitable year, HMCS is exempted from income tax in the first
two years and allowed a fifty percent reduction in the third to fifth years. The
income tax rate of HMCS and HMCS's subsidiary is 33% (30% state income tax and
3% local income tax).

The Company also incurs various other taxes, which are not income taxes. Taxes
other than income taxes, which arise from operating expenses, primarily
comprised of VAT, urban construction tax, education surcharges and business tax.
Any unpaid amounts are reflected on the consolidated balance sheets under
accrued expenses.

EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share exclude any dilutive
effects of options, warrants and convertible securities. Basic earnings (loss)
per share is computed using the weighted-average number of outstanding common
stocks during the applicable period. Diluted earnings per share is computed
using the weighted-average number of common and common stock equivalent shares
outstanding during the period. Common stock equivalent shares are excluded from
the computation if their effect is antidilutive.

COMPREHENSIVE INCOME (LOSS) - The Company has no components of other
comprehensive loss. Accordingly, net loss equals comprehensive loss for all
periods.

ADVERTISING COSTS - The Company recognizes advertising expenses in accordance
with Statement of Position 93-7 "Reporting on Advertising Costs." Accordingly,
the Company expenses the costs of producing advertisements at the time
production occurs, and expenses the costs of communicating advertisements in the
period in which the advertising space or airtime is used. The Company has
recorded no significant advertising costs for the nine months ended September
30, 2004.

RESEARCH AND DEVELOPMENT COSTS - Research and development costs are charged to
expense as incurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts for the Company's
cash and cash equivalents, accounts receivable, due to/from related parties,
accounts payable and accrued liabilities, income taxes payable, other taxes
payable, deferred tax assets/liabilities and short-term debts approximate fair
value due to the short-term maturity of these instruments.


                                       8

<PAGE>
                               AP HENDERSON GROUP
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.

The Company issued no stock, neither granted warrants or options, to employees
for compensation for the nine months ended September 30, 2004.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

NOTE 2. FIXED ASSETS

Fixed assets consist of the following as of September 30, 2004:

         Buildings                                         $     19,466,753
         Machinery and equipment                                  3,119,486
         Vehicles                                                    54,623
         Office equipment                                            32,312
                                                           ----------------
                                                                 22,673,174
         Less: accumulated depreciation                             374,030
                                                           ----------------
                                                                 22,299,144
         Construction in progress                                16,641,376
                                                           ----------------

         Fixed assets, net                                 $     38,940,520
                                                           ================

NOTE 3. GOODWILL RELATED TO ACQUIRED BUSINESS

As of September 30, 2004, goodwill related to acquired business related
acquisition of Slide View which significantly all of the purchase price was
allocated to goodwill.

NOTE 4. SHORT TERM LOANS

As of September 30, 2004, short term loans is payable to one party which is
secured by a building, interest rate of 5.58% and matures December 2004.

NOTE 5. NOTES PAYABLE

As of September 30, 2004, notes payable are payable to five parties which are
unsecured, bears no interest and due on demand.


                                       9

<PAGE>
                               AP HENDERSON GROUP
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE 6. DUE TO RELATED PARTIES

As of September 30, 2004, due to related parties consists of advances from the
Company's Chief Executive Officer/Director/Stockholder and other shareholders
for corporate expenses. These advances are unsecured, bears no interest rate and
due on demand.

NOTE 7. STOCK PURCHASE AGREEMENT WITH SEASIDE INVESTMENTS PLC

On September 22, 2004, the Company entered into a Stock Purchase Agreement with
Seaside Investments PLC ("Seaside"), a private London investment company, for
the purchase by Seaside of 10,200,000 shares of the Company's common stock at
$0.90 per share, in exchange for shares of Seaside to which the Company has
recorded and reflected in the accompanying balance sheet as Investment in
Seaside Investments PLC as of September 30, 2004. Seaside has entered into a
"lock-up" agreement with the Company pursuant to which it has agreed not to
trade the Company's shares it will receive as a result of this transaction for a
period of one year from the closing date. The Company has agreed to file a
registration statement with the SEC allowing the public resale of the common
shares by Seaside, commencing at the expiration of the "lock-up" period. In full
payment for our shares, Seaside will issue its shares to the Company equivalent
to $9,180,000. Thirty percent of Seaside's shares will be held in escrow for one
year following their issuance and in the event the per share market price of the
Company's common stock at such time is less than the per share value of the
Company's stock at the time of the closing, Seaside will be entitled to receive
out of escrow a percentage of the shares equal to the percentage of such
decline. The remaining shares held in escrow shall be released to the Company at
such time.

The Company has engaged Hunter Wise Financial Group, Inc. as an advisor in this
transaction and has agreed to pay a fee equal to five percent of the Ordinary
Shares received (including the Downside Protection Shares) and five percent of
the shares of Company common stock issued to Seaside. As a result, the Company
has issued 510,000 shares of Common Stock to which has been valued at $459,000
as has been recorded as an expense as of September 30, 2004.


                                       10

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

--------------------------------------------------------------------------------
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results and events could differ materially from those projected,
anticipated, or implicit, in the forward-looking statements as a result of the
risk factors set forth below and elsewhere in this report. With the exception of
historical matters, the matters discussed herein are forward looking statements
that involve risks and uncertainties. Forward-looking statements include, but
are not limited to, the date of introduction or completion of our products,
projections concerning operations and available cash flow. Our actual results
could differ materially from the results discussed in such forward-looking
statements.
-------------------------------------------------------------------------------

Due to the fact that the acquisition of Hyundai MultiCAV Computer Shanghai Co.,
Ltd ("HMCS") is fairly recent, and the fact that HMCS is located outside of the
Country, the Company has not been apprised of the complete details of HMCS's
business nor of possible liabilities associated with its business. Furthermore,
a full audit of HMCS has yet to be completed. The Company intends to file with
the Securities and Exchange Commission a complete business plan including
audited financials within three months. It is anticipated that certain portions
of this 10QSB, including financial information, will need to be amended once an
audit is completed. Any person relying on or using in any manner the information
contained in this 10QSB in making an investment decision with respect to the
common stock of the Registrant or for any other purpose does so at his, her or
its own risk.


The Company
-----------

AP Henderson Group is an emerging company that utilizes its market presence in
the United States and experience in the greater China region to identify and
pursue available business opportunities. We intend to target valuable venture
opportunities both in the high-technology and technology-driven manufacturing
industries. We made two acquisitions in 2004 in furtherance of our business
plan. In January of 2004, we acquired SlideView Corp. Slide View is the sole
beneficial owner of US Patent number 6,532,146 and 6,667,877, covering two
versions of piggy-backed, side-by-side monitor screens in a laptop. In April of
2004, we acquired Hyundai MultiCAV Computer Shanghai Co., Ltd., ("HMCS") a
Chinese Company. HMCS is engaged in the business of design, manufacture, and
marketing of computer hardware, computer peripheral equipment and consumer
electronic products, including desktop computers, laptop computers, server
communication equipments, LCD monitors, LCD television, software and online
gaming programs.

Employees
---------

AP Henderson currently has 2 full time employees and HMCS has 295 full time
employees. Slide View does not have any full time employees at this time.

PLAN OF OPERATIONS FOR SLIDE VIEW

It is our current plan to further our Slide View operations by completing the
prototypes of the patented X-panel(TM) Series side by side monitor screens. We
hope to complete the tooling and molding for the X-panel(TM) and begin
commercial manufacturing within the next twelve months. We are also seeking to
form key strategic manufacturing and licensing partnerships in order to expedite
the leap to commercial production. Further, we hope to build up distributing
channels for the future Slide View marketplace and to expand sales and marketing
activities.


                                       11

<PAGE>

In order to accomplish our plans we will need to identify and assemble an
experienced and seasoned management team. We hope to have a team in place by
first quarter 2005. Also, in the next 12 months, the Company plans to conduct
research and development into improving the X-panel(TM) Series multi-display
laptop computers and multi-display add-on monitors to existing laptop computers.
We estimate the costs to complete our proposed operations to be $3,000,000. At
this time, the Company does not have the funds available to complete its plan.
Management plans to raise capital through bank debt and the sale of our
securities, however, there are no commitments on the part of anyone to provide
us with any financing in any amount and there are no guarantees that such funds
will be available on commercially reasonable terms, if at all. The inability to
raise the required capital will greatly affect our chances for success

PLAN OF OPERATIONS FOR HYUNDAI MULTICAV COMPUTER SHANGHAI CO., LTD.,

It is our current plan for Hyundai MultiCAV Computer Shanghai Co., Ltd. to
expand distribution channels in China and to expand sales and marketing
activities. In the next year, we hope to enhance the "Hyundai MultiCAV" brand
name in China by implementing a comprehensive public relations campaign.
Further, we hope to extend product leadership in the China marketplace plan to
develop a new strategic original equipment manufacturing partners in China and
Korea for its BinZhou facility. In the next 12 months, we plan to compete up to
eight new production lines in the BinZhou manufacturing plant. Also, in the next
12 months, the Company plans to conduct research and development into computer
hardware, such as laptop, tablet and desktop computers, computer peripheral,
such as LCD monitors, and consumer electronics, such as LCD televisions, DVRs,
and finger-print sensing locks. The Management believes that its current cash
requirements to complete aforementioned plan will be approximately $20,000,000
which more than likely will be obtained through its current sales projection for
twelve months.

RESULTS OF OPERATIONS

Revenues
--------

Revenues for the three and nine months ended September 30, 2004 approximated
$7,276,000and $25,714,000, respectively. The cost of revenues for the three and
nine months ended September 30, 2004 approximated $6,396,000 and $23,242,000,
respectively. This resulted in a gross profit for the Company of approximately
$880,000 and $2,472,000, respectively, for the respective ending periods.
Revenue primarily consisted of sales of desktop computers, notebook computers,
fingerprint door lock, DVD/DVR and other PC related products.

Expenses
--------

General and administrative expenses approximated $778,000 and $2,513,000 for the
three and nine months ended September 30, 2004. These costs primarily consisted
of payroll, rent, legal and accounting expenses. The Company believes that such
level of expenses will continue to grow as it expands its overall operations in
the next twelve months.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION - Sales are recognized when the revenue is realized or
realizable, and has been earned. In general, revenue is recognized as when risk
and title to the product transfers to the customer, which usually occurs at the
time shipment is made or as services are rendered.

EXPENSES - Expenses are recognized during the period in which they are incurred.

INVENTORY - Inventory is stated at the lower of cost or market value. The method
of determining cost is first-in-first-out.

LIQUIDITY AND CAPITAL RESOURCES

The cash requirement for HMCS to continue its current operations for the next 12
months is estimated to be $20,000,000USD. We believe that projected revenues
will be sufficient to continue the operations as currently in place.

Slide View is currently in the research and development stage and will require
$3,000,000 to complete its plan. At this time, the Company does not have the
required funds which may greatly reduce our chance for success with this
project.

                                       12

<PAGE>

The cash requirements for AP Henderson are mostly administrative. We expect our
cash requirements for the next 12 months to be $2,000,000. At this time, the
Company does not have the funds available to complete its plan. Management plans
to raise capital through bank debt and the sale of our securities, however,
there are no commitments on the part of anyone to provide us with any financing
in any amount and there are no guarantees that such funds will be available on
commercially reasonable terms, if at all. The inability to raise the required
capital will greatly affect our chances for success.

Should we fail to obtain necessary financing for our U.S operations, we may rely
principally on our subsidiaries for our cash requirements, including the funds
necessary to service any debt we may incur, or financing we may need for
operations other than through our subsidiaries. Peoples Republic of China
("PRC") legal restrictions permit payments of dividends by our subsidiaries only
out of its net income, if any, determined in accordance with PRC accounting
standards and regulations. Under PRC law, our subsidiaries are also required to
set aside a portion of its net income each year to fund certain reserve funds.
These reserves are not distributable as cash dividends.

ITEM 3. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officer, as appropriate to allow timely
decisions regarding required disclosure.

Evaluation of disclosure, controls and procedures.
--------------------------------------------------

Based on their evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of the end of the period covered by this quarterly report on Form
10-QSB the Company's chief executive officer has concluded that the Company's
disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and are operating in an
effective manner.

Changes in internal controls over financial reporting.
------------------------------------------------------

There were no changes in the Company's internal controls over financial
reporting or in other factors that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.


                                       13

<PAGE>

                           ITEM II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

Optima Trust, el al., v. A.P. Henderson Group, Inc., el al.
-----------------------------------------------------------

A lawsuit was filed in Superior Court of the State of California, For the County
of Los Angeles, West District (Case # BC312939) against the Company. The Company
entered into a contract with Optima Trust in September 2003 for services related
to providing a research report. According to the contract, the Company was to
pay OPTIMA 6,000 free trading common stock prior to the commencement of services
and 6,000 free trading shares at the completion of the research report. The
Company was also to pay 12% finders fee for any financing into the Company
brought forth by OPTIMA. The total amount of compensation sought is $102,000.
Following the signing of the contract, the Company was apprised by legal counsel
that the issuance of free trading securities was in violation of current
securities laws, despite prior assurances by OPTIMA that this was allowable.
Furthermore, the Company ordered OPTIMA not to commence work according to the
contract. The Company plans to vigorously defend the lawsuit and has made a
motion for OPTIMA to place a $30,000 bond to cover legal fees should the Company
be victorious. The court has sent the matter to mediation. The date for
mediation has not yet been scheduled.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Seaside Investments, PLC.
-------------------------

On August 13th, 2004, the Company entered into a Stock Purchase Agreement with
Seaside Investments, PLC, an Investment Company located in London, England (the
"Agreement") A copy of the Agreement is hereby attached as Exhibit 10.1 to this
report. The stock Purchase Agreement provides that the Company issue and sell
10,200,000 shares of restricted common stock in exchange for a number of Seaside
Ordinary Shares. The Company shall receive USD $9.18 million shares of Seaside
valued at a price per share valued at One Pound Sterling

The Closing is conditioned upon Seaside completing the listing of its Ordinary
Shares of the London Stock Exchange. The listing was expected to occur on or
before September 30, 2004 but has not been accomplished as of November 29, 2004.
The Company has not terminated the agreement and is currently waiting for
listing by Seaside. However, the Company may terminate this agreement and
withdraw from the transaction without liability, but has not made any decision
to do so.

The investment company has entered into a "lock-up" agreement with AP Henderson
pursuant to which it has agreed not to trade the AP Henderson shares it will
receive as a result of this transaction for a period of one year from the
closing date. AP Henderson has agreed to file a registration statement with the
SEC allowing the public resale of the common shares by the investment company,
commencing at the expiration of the "lock-up" period.

Thirty percent of the investment company's shares will be held in escrow for one
year following their issuance and in the event the per share market price of AP
Henderson common stock at such time is less than the per share value of AP
Henderson stock at the time of the closing, the investment company shall be
entitled to receive out of escrow a percentage of the shares equal to the
percentage of such decline. The remaining shares held in escrow shall be
released to AP Henderson at such time.

After the Closing, it is anticipated that Seaside will own less than 10% of the
outstanding shares of Company common stock and, therefore, will not be deemed to
be an affiliate of the Company as such term is defined in the rules and
regulations of the Securities and Exchange Commission.

In regards to this transaction, the Company has agreed to pay Hunter Wise
Financial Group, LLC commissions consisting of 510,000 shares of APHG common
stock with the same piggy back registration rights as Seaside and five (5%) of
the Seaside shares received by APHG, which is currently held in Escrow. The
shares will be released to Hunter Wise upon the Seaside registration, or
returned to APHG if the deal is rescinded.

                                       14

<PAGE>

The Company and Seaside have not previously engaged in any material relationship
and Seaside is not, as of the date of the Agreement, an affiliate.

The above summary description of the terms and conditions of the Agreement is
qualified in its entirety by the specific terms and conditions of the Agreement
a copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.

The share issuance was conducted pursuant to Section 4(2) and/or Regulation S of
the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

N/A

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

N/A

ITEM 5. OTHER INFORMATION

Election of Directors
---------------------

Pursuant to a special meeting of the Board of Directors held on 12-1-2004 and
pursuant to Article III, Section 2 of the Corporation's Amended and Restated
Bylaws, the Board has elected to increase the number of authorized directors of
the Corporation from 5 to 7. In furtherance of the increase in the number of
Board of Directors, the Board elected Mr. Ming Han and Mr. Yanquan Wang as
Directors of the Corporation until their successors are duly elected and
qualified.

Resignation of Director
-----------------------

On December 16, 2004, Director Richard Lui tendered his resignation as Director
and Vice Chairman of AP Henderson Group. At this time, his position as Director
has not been filled.

Removal of Officers and Election of New Officers
------------------------------------------------

Pursuant to a special meeting of the Board of Directors held on 12-1-2004, the
Board elected to remove Mr. Jeffery Co as CEO of the Corporation and Ms. Lanman
Hong as CFO of the Corporation. The reason for their removal is described under
the paragraph titled "Ongoing Investigation" in below. In a special meeting of
the Board of Directors held on 12-20-2004, the Board temporarily elected Mr.
Ming Han as CEO of the corporation and Mr. Yanquan Wang as CFO of the
Corporation. Mr. Han and Mr. Wang currently serve as Directors of AP Henderson.
There appointment is considered temporary until such time that suitable
replacements are retained.

Ongoing Investigation
---------------------

On or about 11-19-2004, the Board of Directors were made aware that Mr. Jeffery
Co, the CEO and Director of the Corporation, and Ms. Lanman Hong, the CFO and
Director of the Corporation, may have been detained by the Binzhou Police
Department in the Peoples Republic of China. At this time, there has been no
official representation made by the Police to refute or confirm the detention.
The reason for the alleged detention has not been made clear. It is believed, at
this time, that Ms. Hong has been released from police custody but that Mr. Co
still remains detained.

Based on this information, the Board of Directors held a special meeting on
12-1-2004 in which Mr. Co and Ms. Hong were removed from their respective
positions as CEO and CFO of AP Henderson as well as their respective positions
as CEO and CFO of Hyundai MultiCAV Computer Shanghai Co., Ltd. and Hyundai
MultiCAV Computer Binzhou Co., Ltd., wholly owned subsidiaries of AP Henderson
Mr. Co and Ms. Hong still hold their positions as Directors of AP Henderson.

                                       15

<PAGE>

Though the reason for their alleged detention remains unclear, the Board has
elected to take certain steps to investigate whether these alleged detentions
are related in anyway to AP Henderson or its subsidiaries. The Board has engaged
a Chinese law firm to investigate the reason for the alleged detentions. The
Board also elected to engage an audit firm to carry out and conduct an
independent review of the Corporation's books. Furthermore, the Board has
elected to form a special committee to oversee and execute the day to day
business decisions for the Corporation and its subsidiaries in China.

Based on the uncertainty of the outcome of the Corporation's ongoing
investigation, the Corporation advises that anyone making an investment decision
with respect to the common stock of the Corporation or for any other purpose
does so at his, her or its own risk.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

(a)  Exhibits

Exhibit #         Document
---------         --------

2.1               Securities Purchase Agreement dated January 15, 2003(1)

2.2               Agreement and Plan of Merger, dated January 20, 2004, by and
                  among AP Henderson Group, Slide View Merger Corp. and Slide
                  View Corp (6)

2.3               Acquisition Agreement dated April 5, 2004 between AP Henderson
                  Group and Hyundai MultiCAV Computer Shanghai Co., Ltd. (7)

2.4               Rescission Agreement dated December 31, 2003 (5)

3.1               Amended and Restated Articles of Incorporation (2)

3.2               Amended and Restated Bylaws (3)

4.1               Specimen of Common Stock Certificate (4)

10.1              Stock Purchase Agreement dated August 13th, 2004.

31.1              Certification by Chief Executive Officer

31.2                       Certification by Chief Financial Officer

32.1              Chief Executive Officer's Written Certification Of Financial
                  Statements Pursuant to 18 U.S.C. Statute 1350

32.2              Chief Financial Officer's Written Certification Of Financial
                  Statements Pursuant to 18 U.S.C. Statute 1350

--------------------------------------------------------------------------------

(1) Incorporated by reference to Exhibit 2.1 to between Richard Henry and AP
Henderson Group AP Henderson Group's Current Report on Form 8-K dated January
15, 2003 and filed with the Securities and Exchange Commission on January 30,
2003.

(2) Incorporated by reference to Exhibit 3.1 to AP Henderson Group's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on April
15, 2003.

(3) Incorporated by reference to Exhibit 3.2 to AP Henderson Group's Annual
Report on Form 10-K/A filed with the Securities and Exchange Commission on May
28, 2003.

(4) Incorporated by reference to Exhibit 4.1 to AP Henderson Group's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on April
15, 2003.

(5) Incorporated by reference to Exhibit 99.1 to AP Henderson Group's Periodic
Report on Form 8-K filed with the Securities and Exchange Commission on January
14, 2004.

(6) Incorporated by reference to Exhibit 99.1 to AP Henderson Group's Periodic
Report on Form 8-K filed with the Securities and Exchange Commission on January
21, 2004

(7) Incorporated by reference to Exhibit 2.1 to AP Henderson Group's Periodic
Report on Form 8-K filed with the Securities and Exchange Commission on April
19, 2004.


(b) Reports on Form 8-K

N/A

                                       16

<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.


      AP HENDERSON GROUP


     By:/s/ Ming Han                                     Date: December 20, 2004
        ----------------------------
        Ming Han
        Chief Executive Officer


     By:/s/ Yanquan Wang                                Date: December 20, 2004
        ----------------------------
        Yanquan Wang
        Chief Financial Officer



                                       17