U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-KSB
                                   (Mark one)
     [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2004
                   -------------------------------------------
                                       OR
   [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                     Commission file number:      000-33149
                                            ---------------

                             APACHE MOTOR CORPORATION
                           --------------------------
                 (Name of small business issuer in its charter)

          Nevada                                    76-0603927
          ------                                    -----------
(State or other jurisdiction of                 (I.R.S.   Employer
 incorporation or organization)                  Identification No.)

   938  N.  200  Street,  Suite  B
   Shoreline, WA 98133                               (206) 533-2252
   -------------------                               --------------
  (Address of principal executive offices)     (Registrant's phone number)

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

Securities  registered  under Section 12(g) of the Act:  Common Stock, par value
                                                         -----------------------
                                                         $0.001  per  share
                                                          -----------------
                                                         (Title  of  class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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.
(1)  Yes [X]  No  [ ]  (2)  Yes  [X]  No  [ ]

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

Registrant'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  of  the  registrant.  The  aggregate  market  value shall be
computed  by  reference to the price at which the common equity was sold, or the
average  bid  and  asked  prices  of  such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405,  17  CFR  230.405)
Note  -  If  a  determination  as to whether a particular person or entity is an
affiliate  cannot be made without involving unreasonable effort and expense, the
aggregate  market  value  of  the  common  stock  held  by non-affiliates may be
calculated  on  the  basis  of  assumptions  reasonable under the circumstances,
provided  that  the  assumptions  are  set  forth  in  this  Form.
Aggregate  market  value  of  voting  common equity held by non-affiliates as of
June  23,  2004:  $  31,310.
Aggregate  market value of non-voting common equity held by non-affiliates as of
June  23,  2004:  $  NIL

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as  of  the  latest  practicable  date.
Outstanding  shares  of common stock as of June 23, 2004: 841,072 (post 1 for 75
reverse  split)
Outstanding  shares  of  preferred  stock  as  of  June  23,  2004:  Nil

Documents  incorporated  by  reference:  None

Transitional  Small  Business  Disclosure  Format:  Yes  [ ]   No  [X]

                                        1
<PAGE>
                            APACHE MOTOR CORPORATION

                                    Index to
                          Annual Report on Form 10-KSB
                      For the Year Ended February 28, 2004

Part  I                                                              Page
-------                                                              ----

Item  1     Description  of  Business                                   3
Item  2     Description  of  Property                                   4
Item  3     Legal  Proceedings                                          5
Item  4     Submission  of  Matters  to  a  Vote  of  Security  Holders 5

Part  II
--------
Item  5     Market for Common Equity and Related Stockholder Matters    5
Item  6     Management's  Discussion  and  Analysis  of  Financial
            Condition or Plan  of  Operation                            5
Item  7     Financial  Statements                                       6
Item  8     Changes  In  and  Disagreements  With  Accountants on
            Accounting and Financial  Disclosure                       14

Part  III
---------
Item  9     Directors,  Executive  Officers,  Promoters  and  Control
            Persons; Compliance With Section 16(a) of the Exchange Act 15
Item  10    Executive  Compensation                                    15
Item  11    Security  Ownership  of  Certain  Beneficial  Owners and
            Management                                                 15
Item  12    Certain  Relationships  and  Related  Transactions         15
Item  13    Exhibits  and  Reports  on  Form  8-K                      15
Item  14    Controls  and  Procedure                                   15

Signatures                                                             16


                                        2
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
------------------------------------

CORPORATE  BACKGROUND

Apache  Motor  Corporation ("The Company") was incorporated April 2, 1999 in the
State  of  Nevada  as  Vitaminoverrun.com  Corp. and changed its name August 30,
2001  to  Apache  Motor Corporation. Pursuant to an Agreement and Plan of Merger
dated  August  31,  2001, (effective September 4, 2001) the Company acquired all
of  the outstanding  shares  of  common  stock  of  Cambridge  Creek  Companies,
Ltd.  ("Cambridge"),  a  Nevada  corporation, from the shareholders of Cambridge
in  an  exchange  for  an  aggregate  of  50,000  shares  of common stock of the
Company  plus  $35,000  and  merged  with  Cambridge  (the  "Merger").

The  Company  had 22,500,000 shares of common stock, $0.001 par value per share,
issued  and  outstanding  prior  to the Merger, and 22,550,000 shares issued and
outstanding  following  the  Merger.  Cambridge  had  2,500,000 shares of common
stock,  par  value $0.001 per share, issued and outstanding prior to the Merger.
Immediately upon the effectiveness of the Merger, each Cambridge share of common
stock  was  cancelled. Upon the effective date of the merger Cambridge ceased to
exist  and  all  of  its  assets  and  liabilities  became those of the Company.

On December  14,  2001,  the  Company changed its fiscal year end from August 31
to February  28 and is reporting accordingly (the year end of Cambridge was also
February  28).

Pursuant  to  a  voluntary  share  exchange  (the "Exchange") that took place on
September 12, 2001, the Company acquired all of the outstanding shares of common
stock of The Apache Motor Corp. ("Apache"), an Alberta, Canada corporation, from
the  shareholders of Apache in exchange for an aggregate of 16,500,000 shares of
its common stock. The Exchange was effectively a reverse takeover of the Company
by Apache, in that the shareholders of Apache became the majority holders of the
Company's voting common stock. For accounting purposes the accounting records of
Apache  became  the  accounting  records of the Company commencing from April 2,
1999,  the  date  of  inception of Apache. Pursuant to the Agreement and Plan of
Exchange  executed  in connection with the Exchange, certain shareholders of the
Company  agreed  to cancel 9,500,000 common shares of the Company's common stock
and  the  Company  agreed  to  issue  500,000  common  shares  for  services.

On  October  24,  2003,  The  Apache  Motor  Corp. transferred all rights to the
technology  to  the  Company.  Concurrently,  Robert Wither agreed to return the
10,466,000 shares that he had received from the Company for cancellation and the
Company  disposed  of  its  shares in The Apache Motor Corp. to Robert Wither in
conjunction  with  the  cancellation  of  his  shares  in  the  Company.

Engine  Business
-----------------

The  Company's  principal  business  objective with respect to the production of
engines  was  to  complete  the  research  and  development of the radial engine
begun by Apache  and  then  to manufacture  and market it. These plans have been
put  on  hold  due  to  lack  of investor interest and funding.  The Company has
written down its investment in the technology formerly owned by The Apache Motor
Corp. to $1, but is still hopeful of funding the engine's development. There are
no  funding  possibilities  known  to  the  Company  at  this  time.


                                        3

<PAGE>


Funding  Its  Business  Plan
-----------------------------

As  discussed more fully in the Management's Discussion and Analysis - Liquidity
and  Capital  Resources  section,  the  expenses  of  implementing the Company's
business  plan  will  exceed  the  Company's  current  resources.  The  Company,
therefore,  will  have  to  obtain  additional  funding  through  an  offering
of  its  securities  or through capital contributions from its stockholders.  No
commitments  to  provide  additional  funds have  been  made  by  management  or
stockholders.  Accordingly,  there can be no assurance that any additional funds
will  be  available  on  terms  acceptable  to  the  Company  or  at  all.

Intellectual  Property
-----------------------

The  Company recognizes the need to file patents, trademarks, and trade names on
the  unique  features  of  the engine design created by the Company. The Company
estimates  that  there  are  10 patentable designs that could be applied for and
should  be  applied  for  once  funding  is  available.

Government  Regulation
-----------------------

There  are  no  specific government regulations known to us, other than standard
business  practice,  law  and  conduct,  which  might effect us in following our
business  plan.  The  manufacture  and  use  of  the  Company's  products may be
subject  to  regulation  by  one  or  more  U.S. federal agencies, including the
Federal  Trade  Commission  and  the  Environmental  Protection  Agency.  These
activities  also  may  be  regulated  by  various  agencies  of  the  states,
localities  and  foreign  countries  in  which  consumers  reside.

Numerous  U.S.  federal  and  state  government  agencies  have  demonstrated
significant  activity  in  promoting  environmental  and consumer protection and
enforcing other regulatory and disclosure statutes. Additionally, it is possible
that new laws and regulations may be enacted with respect to internal combustion
engines.  The  adoption  of  such  laws  or regulations and the applicability of
existing  laws  and  regulations  may  impair  the  growth  of  the Company  and
result  in  a  decline  in  the  Company's  prospects.

Employees
----------

Currently,  the  Company  has  no  employees  and  relies  upon its officers and
directors  to  further  its  affairs.

ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

The Company intends to find a suitable  space  in  the near future, once funding
is  obtained  and  the  Company  is  able  to  pursue  its  business  plan.


ITEM  3.  LEGAL  PROCEEDINGS
-----------------------------

The  Company  is  not  party  to any pending legal proceeding or litigation  and
none  of  its  property  is  the  subject  of  a  pending  legal  proceeding.

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

No matters were submitted to the stockholders during the year ended February 28,
2004.

                                        4
<PAGE>


                                    PART II

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

No  change  since  previous  filing

ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
--------------------------------------------------------------------------------
OPERATION
----------

Special  Note  Regarding  Forward  Looking  Statements

Certain statements in this report and elsewhere (such as in other filings by the
Company  with  the  Securities  and Exchange Commission ("SEC"), press releases,
presentations  by  the  Company  of  its  management  and  oral  statements) may
constitute  "forward-looking  statements"  within  the  meaning  of  the Private
Securities  Litigation  Reform  Act  of  1995.  Words  such  as  "expects,"
"anticipates,"  "intends,"  "plans,"  "believes,"  "seeks,"  "estimates,"  and
"should," and variations of these words and similar expressions, are intended to
identify  these forward-looking statements. Actual results may materially differ
from  any forward-looking statements.  Factors that might cause or contribute to
such  differences  include,  among  others, competitive pressures and constantly
changing  technology  and  market  acceptance  of  the  Company's  products  and
services.  The  Company  undertakes no obligation to publicly release the result
of  any  revisions  to  these  forward-looking  statements, which may be made to
reflect  events  or  circumstances  after  the  date  hereof  or  to reflect the
occurrence  of  unanticipated  events.

Plan  of  Operation
--------------------

For  the  most  recent  fiscal  year,  the  Company  incurred  a net loss in the
amount of $333,363 compared to a net loss of $193,916  in the previous year. The
prior  year's  loss  was  a  result  of  organizational  expenses  and  expenses
associated  with  setting  up  a  company  structure  to  begin implementing its
business  plan.  During the current year, while the Company continued developing
its  corporate structure, it was also determined to write down the investment of
$246,656  made  in  its subsidiary company to $1, as the directors felt that the
investment  had  become  impaired  and  was  not  recoverable.  The  Company  is
continuing  in  its  efforts  to  develop  the  radial  engine  and  has entered
negotiations  for  the  acquisition  of  the  rights  to  an electric motor with
applications  in  transportation  and is actively seeking financing for both the
radial  engine  and  the electric motor. The Company anticipates that until  its
negotiations  for funding and the development of either the radial engine or the
electric motor   are  completed, it will not generate revenues, and may continue
to  operate  at  a  loss  thereafter,  depending  upon  the  performance  of the
business.

The  Company  will  not  be proceeding with the proposed acquisitions of Habitat
International S.A. or Manter Enterprises Inc., as previously announced, due to a
lack  of  project  financing  and other concerns. The Company has terminated all
related  negotiations  and  contract  agreements.

During  the  period  from April 2, 1999 (date of incorporation) through February
28,  2004,  the  Company  has  engaged  in  no   significant  operations  other
than  organizational   activities.   The  Company  received  no  revenues during
this  period.

For  the  current  fiscal  year ending February 28, 2004, the Company incurred a
loss.  The  Company  anticipates  that  it  will  not generate revenues, and may
continue  to operate at a loss thereafter, depending upon the performance of its
business.  In  the  process  of  carrying out its business plan, the Company may
determine  that  it  cannot  raise sufficient capital to support its business on
acceptable  terms,  or  at  all.


                                        5
<PAGE>


Accordingly,  there  can  be  no  assurance  that  any  additional funds will be
available  on  terms  acceptable  to  the  Company  or  at  all.

The  Company  has  no  commitments  for  capital  expenditures.

Liquidity  and  Capital  Resources
-----------------------------------

The  Company  remains  in  its  developmental  stage  and,  since inception, has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
shareholders'  equity.  The Company expects to carry out its plan of business as
discussed  above.  The  officers and directors of the Company will serve without
compensation  until  the  Company  achieves  revenue.

Since  the  Company does not anticipate generating significant revenues over the
next  year, it intends to depend upon equity financing through private placement
offerings  of  its common stock to fund the implementation of its business plan.
Over  the  longer  term,  two  to  five  years,  the Company expects to fund its
operations  through a combination of revenues from operation of its business and
through  additional  equity  financing.  The  Company  anticipates  that it will
require  $250,000  through  February  28,  2005, which it plans to generate from
private  investors.

These factors raise substantial doubt about the Company's ability to continue as
a  going  concern  should  the  necessary  financing  not  be  forthcoming.

ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

Report  of  Independent  Chartered  Accountants                                7

Balance  Sheets  as  at  February  28,  2004  and  2003                        8

Statements  of  Operations  for  the  years ended February 28, 2004, and 2003,
and  for  the  period from April 2, 1999 (Date of Inception) to
February 28, 2004                                                              9

Statement of Stockholders' (Deficit) Equity for the period from April 2, 1999
(Date  of  Inception)  to  February  28,  2004                           10

Statement of Cash Flows for the years ended February 28, 2004, and 2003, and for
the Period from April 2, 1999 (Date of Inception) to February 28, 2004    11

Notes  to  Financial  Statements                                              12


                                        6
<PAGE>


REPORT  OF  INDEPENDENT  CHARTERED  ACCOUNTANTS

TO  THE  BOARD  OF  DIRECTORS  AND  STOCKHOLDERS  OF
APACHE  MOTOR  CORPORATION
(A  Development  Stage  Company)

We  have  audited  the balance sheets of Apache Motor Corporation (A Development
Stage  Company)  as  at February 28, 2004 and 2003, the statements of operations
and cash flows for the years ended February 28, 2004 and 2003, and from the date
of  inception  (April  2,  1999)  to  February  28,  2004  and  the statement of
stockholders'  (deficit)  equity  from  the date of inception (April 2, 1999) to
February  28,  2004.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Apache Motor Corporation  (A
Development Stage Company), as at February 28, 2004 and 2003 and  the results of
its operations and its cash flows for the years ended February 28, 2004 and 2003
and  for  the  period from the date of inception (April 2, 1999) to February 28,
2004  in  accordance with accounting principles generally accepted in the United
States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in note 1 to the financial
statements, the Company has not generated any revenues since inception and needs
to  obtain  financing  to  accomplish  its  business  plan.  These factors raise
substantial  doubt  about  its  ability  to  continue  as  a  going concern. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




"Pannell  Kerr  Forster"

Chartered  Accountants


Vancouver,  Canada
July  8,  2004



                                        7
<PAGE>

Apache  Motor  Corporation
(A  Development  Stage  Company)
BALANCE  SHEETS  (NOTE  1)
February 28
(U.S.  Dollars)
<TABLE>
<CAPTION>



<S>                                                                                 <C>             <C>
                                                                                         2004            2003
                                                                                    ---------       ---------


ASSETS
Current
    Cash                                                                            $       -       $     776
    Accounts receivable                                                                     -             886
                                                                                    ---------       ---------
                                                                                            -           1,662
Deposit for Manter acquisition (note 5(a))                                             20,000               -
                                                                                    ---------       ---------
                                                                                       20,000           1,662

Technology rights (note 2(f))                                                               1         240,176
Capital assets                                                                              -           1,720
                                                                                    ---------       ---------

Total Assets                                                                        $  20,001       $ 243,558
                                                                                    ---------       ---------

LIABILITIES
Current
    Accounts payable and accrued liabilities                                        $  84,403       $ 257,477
    Due to Company officers                                                                 -          27,355
    Promissory notes payable (note 5(b))                                              242,152               -
                                                                                    ---------       ---------
                                                                                      326,555         284,832
                                                                                    ---------       ---------


STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock
    Authorized
        20,000,000 shares of preferred stock with a par value of $0.001 each
Common Stock
    Authorized
      100,000,000 shares of common stock with a par value of $0.001 each
    Issued and outstanding
        45,096,000 shares                                                              45,096          30,100
                (30,100,000 February 28, 2003)
Additional paid in capital                                                            545,246         540,242
Other comprehensive income (loss)                                                           -         (48,083)
Deficit accumulated during the development stage                                     (896,896)       (563,533)
    Total Stockholders' (Deficit) Equity                                             (306,554)        (41,274)

Total Liabilities and Stockholders' (Deficit) Equity                                $  20,001       $ 243,558
                                                                                    ---------       ---------

</TABLE>

See notes to financial statements
                                        8
<PAGE>

Apache  Motor  Corporation
(A  Development  Stage  Company)
STATEMENTS  OF  OPERATIONS
For  the  years  ended  February  28,  2004,  and  2003,
and  for  the period from April 2, 1999 (Date of Inception) to February 28, 2004
(U.S.  Dollars)
<TABLE>
<CAPTION>



                                                                                          From
                                                                                 April 2, 1999
                                                                                         (Date
                                                         Years  Ended             of Inception)
                                                      February  28,             to February 28,
                                                          2004         2003               2004
                                                   -----------  -----------  -----------------
<S>                                                <C>          <C>          <C>
Expenses
    Amalgamation and merger costs . . . . . . . .  $         0  $         0  $         135,000
    Research and development. . . . . . . . . . .            0            0             77,813
    Professional and consulting fees. . . . . . .       30,714        6,071             87,267
    Office and administration . . . . . . . . . .       55,993      142,023            271,100
    Telephone . . . . . . . . . . . . . . . . . .            0       13,059             34,600
    Entertainment and travel. . . . . . . . . . .            0        4,835             10,443
    Depreciation and amortization . . . . . . . .            0        3,605              9,694
                                                   -----------  -----------  -----------------
Loss before other item. . . . . . . . . . . . . .       86,707      193,916            625,917
Other Item
    Write down of technology rights
    and disposal of subsidiary. (note 2 (a)) . .       246,656       24,323            270,979
                                                   -----------  -----------  -----------------

Net Loss. . . . . . . . . . . . . . . . . . . . .     (333,363)    (193,916)          (896,896)
Deficit accumulated during the development stage:
Beginning of Period . . . . . . . . . . . . . . .     (563,533)    (369,617)                 0
                                                   -----------  -----------  -----------------
End of Period . . . . . . . . . . . . . . . . . .  $  (896,896) $  (563,533) $        (896,896)
                                                   -----------  -----------  -----------------

Basic and Diluted net loss per share. . . . . . .  $     (0.01) $     (0.01)
                                                   -----------  -----------


Shares Used in Basic and Diluted. . . . . . . . .   36,249,292   30,100,000
Loss Per Share Computation



See notes to financial statements
                                        9
</TABLE>

Apache  Motor  Corporation
(A  Development  Stage  Company)
STATEMENT  OF  STOCKHOLDERS'  DEFICIT
For  the  Period  April  2,  1999  (date  of incorporation) to February 28, 2004
<TABLE>
<CAPTION>


                                                                                        Other        Deficit
                                                                                        Compre-      Accumlated     Total
                                                   Common       Stock     Additional    hensive      during the     Stockholders
                                                                          Paid in       Income       development    Deficit
                                                   Shares       Amount    Capital       (Loss)       stage
<S>                                              <C>          <C>         <C>               <C>
Inception . . . . . . . . . . . . . . . . . . .           0     $      0  $        0     $      0    $        0     $         0
Issuances:. . . . . . . . . . . . . . . . . . .
    For organizational cost                       2,500,000        2,500           0            0             0           2,500
    For license . . . . . . . . . . . . . . . .   2,000,000        2,000           0            0             0           2,000
Net loss. . . . . . . . . . . . . . . . . . . .           0            0           0            0      (111,069)       (111,069)
Other comprehensive income (loss) . . . . . . .           0            0           0      (14,700)            0         (14,700)
Additional paid in capital on merger. . . . . .           0            0     372,667            0             0         372,667
                                                 -----------  ----------     -------      -------       -------         --------
Balance-February 28, 2001 . . . . . . . . . . .   4,500,000        4,500     372,667      (14,700)     (111,069)        251,398
Forward split 5 for 1 . . . . . . . . . . . . .  18,000,000       18,000     (18,000)           0             0               0
Issuances:
   To become preferred customer . . . . . . . .      50,000           50           0            0             0              50
   To acquire Cambridge Creek Properties, Ltd..      50,000           50           0            0             0              50
   To acquire The Apache Motor Corp.. . . . . .  16,500,000       16,500           0            0             0          16,500
Share issuance by subsidiary                              0            0     126,575            0             0         126,575
Cancellation. . . . . . . . . . . . . . . . . .  (9,500,000)      (9,500)      9,500            0             0               0
Issuance: . . . . . . . . . . . . . . . . . . .
   For services                                     500,000          500      49,500            0             0          50,000
Other comprehensive income (loss) . . . . . . .           0            0           0      (22,438)            0         (22,438)
Net loss. . . . . . . . . . . . . . . . . . . .           0            0           0            0      (258,548)       (258,548)
-----------------------------------------------  -----------  ----------  ----------      -------      --------        ---------
Balance-February 28,
2002. . . . . . . . . . . . . . . . . . . . . .  30,100,000      $30,100  $  540,242     $(37,138)    $(369,617)       $163,587
Other comprehensive income (loss)                         0            0           0      (10,945)            0         (10,945)
Net loss. . . . . . . . . . . . . . . . . . . .           0            0           0            0      (193,916)       (193,916)

Balance-February 28, 2003 . . . . . . . . . . .  30,100,000      $30,100  $  540,242     $(48,083)    $(563,533)       $(41,274)
Issuance:
  To acquire Manter Developments Inc.. . . . . . 20,000,000       20,000           0            0             0          20,000
Cancellation. . . . . . . . . . . . . . . . . .  (5,004,000)      (5,004)      5,004            0             0               0
Net loss. . . . . . . . . . . . . . . . . . . .           0            0           0            0      (333,363)       (333,363)
Other comprehensive income                                0            0           0       48,083             0          48,083
-----------------------------------------------  -----------  ----------  ----------      -------      --------        ---------
Balance-February 28, 2004 . . . . . . . . . . .  45,096,000   $   45,096  $  545,246      $     0     $(896,896)      $(306,554)

See notes to financial statements.
</TABLE>


                                       10
<PAGE>


Apache  Motor  Corporation
(A  Development  Stage  Company)
STATEMENT  OF  CASH  FLOWS
For  the  years  ended  February  28,  2004,  and  2003, and for the Period from
April  2,  1999  (Date  of  Inception)  to  February  28,  2004
(U.S.  Dollars)
<TABLE>
<CAPTION>



<S>                                               <C>       <C>       <C>
                                                                                    From
                                                                           April 2, 1999
                                                                                (Date of
                                                     Years   Ended             inception)
                                                  February   28,          to February 28,
                                                      2004        2003              2004
                                                  --------   ---------    --------------
Operating activities
    Net (loss) . . . . . . . . . . . . . . . . . $(333,363)  $(193,916)        $(896,896)
    Adjustments to reconcile net
      (loss) to net cash provided by
      (used by) operating activities . . . . . .         0           0             7,600
    Non cash expense depreciation. . . . . . . .         0       3,605             9,694
         - technology rights expensed. . . . . .   246,656           0           246,656
         - shares for services . . . . . . . . .         0           0            50,000
         - shares for license and startup costs.         0           0            (4,500)
    Changes in operating assets and
      liabilities. . . . . . . . . . . . . . . .    85,931     189,030            93,794
                                                  --------    --------    --------------
Net cash provided by (used in)
    operating activities . . . . . . . . . . . .      (776)     (1,281)         (493,652)
                                                  --------    --------    --------------
Investing Activities
    Capital assets acquired. . . . . . . . . . .         0           0            (5,590)
                                                  --------    --------    --------------
Financing Activities
    Share capital issued . . . . . . . . . . . .         0           0           499,242
                                                  --------    --------    --------------
Inflow (outflow) of cash . . . . . . . . . . . .      (776)     (1,281)                0

Cash, beginning of year. . . . . . . . . . . . .       776       2,057                 0
                                                  --------    --------    --------------
Cash, end of year. . . . . . . . . . . . . . . .  $      0    $    776     $           0
                                                  --------    --------    --------------
Supplemental information
   Interest paid . . . . . . . . . . . . . . . .  $      0    $      0     $           0
   Taxes paid. . . . . . . . . . . . . . . . . .  $      0    $      0     $           0
   Non cash investing and financing activity

   Value of shares issued for
      Proposed acquisitions. . . . . . . . . . .  $ 20,000    $      0     $     163,125

See notes to financial statements.
</TABLE>


                                       11
<PAGE>
Apache  Motor  Corporation
(a  Development  Stage  Company)
NOTES  TO  FINANCIAL  STATEMENTS
February  28,  2004

1.     ORGANIZATION,  BASIS  OF  PRESENTATION  AND  GOING  CONCERN

Apache  Motor  Corporation ("The Company") was incorporated April 2, 1999 in the
State  of  Nevada  as  Vitaminoverrun.com  Corp. and changed its name August 30,
2001  to  Apache  Motor Corporation. Pursuant to an Agreement and Plan of Merger
dated  August  31,  2001, (effective September 4, 2001) the Company acquired all
of  the outstanding  shares  of  common  stock  of  Cambridge  Creek  Companies,
Ltd.  ("Cambridge"),  a  Nevada  corporation, from the shareholders of Cambridge
in  an  exchange  for  an  aggregate  of  50,000  shares  of common stock of the
Company  plus  $35,000  and  merged  with  Cambridge  (the  "Merger").

The  Company  had 22,500,000 shares of common stock, $0.001 par value per share,
issued  and  outstanding  prior  to the Merger, and 22,550,000 shares issued and
outstanding  following  the  Merger.  Cambridge  had  2,500,000 shares of common
stock,  par  value $0.001 per share, issued and outstanding prior to the Merger.
Immediately upon the effectiveness of the Merger, each Cambridge share of common
stock  was  cancelled. Upon  the  effective  date of the merger Cambridge ceased
to exist  and  all  of  its  assets and liabilities became those of the Company.

On December  14,  2001,  the  Company changed its fiscal year end from August 31
to February  28 and is reporting accordingly (the year end of Cambridge was also
February  28).

Pursuant  to  a  voluntary  share  exchange  (the "Exchange") that took place on
September 12, 2001, the Company acquired all of the outstanding shares of common
stock of The Apache Motor Corp. ("Apache"), an Alberta, Canada corporation, from
the  shareholders of Apache in exchange for an aggregate of 16,500,000 shares of
its common stock. The Exchange was effectively a reverse takeover of the Company
by Apache, in that the shareholders of Apache became the majority holders of the
Company's voting common stock. For accounting purposes the accounting records of
Apache became the accounting records of the Company commencing from November 26,
1999,  the  date  of  inception of Apache.

Pursuant  to  the Agreement and Plan of Exchange executed in connection with the
Exchange,  certain shareholders of the Company agreed to cancel 9,500,000 common
shares  of  the  Company's  common stock and the Company agreed to issue 500,000
common  shares  for services. Subsequent to February 28, 2004, 10,446,000 of the
original issue of 16,500,000 shares were cancelled (note 5(c)). The Company also
disposed  of  Apache  in  exchange  for the technology rights to a radial engine
design  (note  2  (f)).

The  Company  is a development stage company. To date, the Company has generated
no  revenues  from  operations.  The  ability  of the Company to emerge from the
development  stage  with  respect  to its planned principal business activity is
dependent  upon  its  successful  efforts  to raise additional equity financing.
There  is  no  guarantee  that  the  Company  will  be  able to raise any equity
financing  and  there  is  substantial  doubt regarding the Company's ability to
continue  as  a  going  concern.

The  accompanying  financial  statements  have  been  prepared  on  the basis of
accounting  principles  applicable  to  a  going  concern which contemplates the
realization  of assets and extinguishment of liabilities in the normal course of
business.

                                       12
<PAGE>

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

a)    Comparative  Figures
The  accounts  of the Company and its former subsidiary (Apache) were previously
consolidated  on  a  line-by-line  basis.  Comparative  figures  reflect  the
consolidated financial position and operations of the Company and its subsidiary
which  was  disposed  of in the 2004 fiscal year and has been given effect as of
March  1,  2003.  The  accompanying  financial  statements have been restated to
reflect  the  operations  of  the  former  subsidiary  consisting of expenses of
$24,323  in  2003  and  the  writedown  in 2004 of technology costs of $240,176.

b)     Basis  of  Presentation
The  financial  statements  are  prepared using the accrual basis of accounting,
whereby  income  is recorded as earned and expenses are  recorded  as  incurred.

All  share  and  per share amounts have not been restated to reflect the reverse
stock split which occurred subsequent to the year end which are reflected in the
first  quarter  of  2004.

c)     Use  of  estimates
The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amount  of  assets and
liabilities  and disclosures of contingent assets and liabilities at the date of
the  financial  statements,  and  the  reported amounts of revenues and expenses
during  the  reporting period.  Actual results could differ from those estimates
and  would  impact  future  results  of  operations  and  cash  flows.

d)     Capital  Assets
Capital  assets  were  recorded  at  cost  and  depreciated  or amortized on the
declining  balance  basis  at  the  following  rates:
               Office  furniture  and  equipment     20%
               Computer  equipment                   30%
               First  year  depreciation  / amortization  is  taken  at  50%  of
the  above  rates.

All  capital  assets  were  property  of  the  former  subsidiary.

e)    Research  and  Development
The  Company  has  allocated  resources  towards research and development. These
costs  have  been incurred in connection with work being done on the development
of  a  radial  engine.  These  costs  were  expensed  as  incurred.

f)  Technology  Rights
The  Company, via its former subsidiary, acquired technology rights related to a
radial engine design. As  consideration  for the purchase of these rights by the
subsidiary,  the  vendor  of  the  rights  was  issued  common  shares  of  the
subsidiary  company.  As  a result of the acquisition of the subsidiary company,
the  original  vendor  of  the  rights  holds  10,620,000  shares of the Company
(10,446,000  shares  were  subsequently cancelled, see note 5(c)). Management of
the  Company has evaluated the carrying value of the technology rights and feels
that  there  is  impairment  to their value and accordingly wrote them down to a
nominal value of $1 by a charge to operations during the year ended February 28,
2004.  It  is  management's  conclusion  that  the  technology  rights  may have
continued  value  in  spite  of  their  not  being  currently  developed.


                                       13
<PAGE>


g)  Financial  Instruments
The  Company's  financial  instruments  consist  of  cash, receivables, accounts
payable  and  accrued  liabilities,  promissory  notes  payable (note 5 (b)) and
amounts  due to Company officers. It is management's opinion that the Company is
not exposed to significant interest, currency or credit risks arising from these
financial  instruments.  The  fair  value  of  these  financial  instruments
approximates  their  carrying  value.

h)  Recent  Accounting  Pronouncements
In  April 2003, the FASB  issued  SFAS  149,  "Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities". SFAS 149 amends certain portions
of  SFAS  133  and is effective for all contracts entered into or modified after
June  30,  2003  on  a  prospective  basis.  SFAS  149 is not expected to have a
material  effect  on  the  results  of  operations  or financial position of the
Company  as  the  Company  presently  has  no  derivatives or hedging contracts.

In June, 2003, the FASB  approved SFAS No. 150 "Accounting for Certain Financial
Instruments  with  Characteristics  of  both  Liabilities  and Equity". SFAS 150
establishes  new  standards  for  how  an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
150  is  effective  for financial instruments entered into or modified after May
31,  2003,  and  otherwise  is  effective  at the beginning of the first interim
period beginning after June 15, 2003. SFAS 150 did not have an effect
on  the  Company's  financial  position.

3.   ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES


                                                       2004            2003
                                                       ----            ----
Accounts  payable  and  accrued  liabilities  consist  of:

Trade  accounts  payable and accruals            $   84,403      $  257,477
Due  to  Company  officers                                -          27,355
Promissory  notes  payable (see note 5 (b))         242,152               -
                                                    -------         -------
                                                 $  326,555      $  284,832
                                                    -------         -------

4.   DUE  TO  COMPANY  OFFICERS

Advances  from  officers  /  stockholders are non-interest bearing with no fixed
terms  of  repayment.

5.   SUBSEQUENT  EVENTS

The  following  events  occurred  subsequent  to  February  28,  2004.

(a)     The  Company terminated an agreement to acquire 100% of the issued share
capital of Manter Enterprises Inc. and cancelled the 20,000,000 shares of common
stock  of  the  Company  previously  issued  in  trust  for  Manter subject to a
performance  agreement;

(b)     The  Company  issued  48,430,400  of  its common shares in settlement of
$242,152  in  promissory  notes  payable;

(c)     The  Company  cancelled  the total amount of 10,446,000 shares of common
stock  of  the  Company  previously  issued  to Robert Wither and his associated
company  as  part of the common stock issued to acquire Apache in 2001 (note 1);

(d)  After  the  issuance  of  the 48,430,400 common shares mentioned above, the
Board  of  Directors  approved  a 1:75 reverse split. The accompanying financial
statements  have  not  been  adjusted  to  reflect  the  stock  split.


                                       14
<PAGE>


(e)  The  Company  entered  into  an Agreement with 3D Environment Technology of
Nevada  to  acquire  100% of the assets of its electromagnetic engine project in
exchange  for common shares of the Company. The goal of management is to license
the  technology  to manufacturers of next generation electric cars. The terms of
the  Agreement  will be conditional upon 3D raising a minimum of $1,500,000 U.S.
in financing to complete the acquisition of the exclusive rights, and to finance
the  research,  development,  and  operations  of  the  Company;  and

(f)     The  Company  reissued  the 5,004,000 (66,720 shares post reverse split)
common  shares  cancelled  during  the  year.

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

There  are  no  reportable  disagreements  on accounting or financial disclosure
issues.


                                    PART III


ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS
----------------------------------------------------------------------------

This  table sets forth the name, age and position of each director and executive
officer  of  the  Company  :

NAME                    AGE    POSITION
----                    ---    --------

Adam  Jenn              47     President,  Secretary,  and  a  Director

Dan  Goldman            43     Chief Executive Officer and  a Director
                               (Appointed  May  6,  2004)

Piers  VanZiffle        56     Treasurer  and  a  Director

Christine  Cerisse      50     Director  (Resigned  May  6, 2004)


ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

At  February  28, 2004, none of the directors received any remuneration from the
Company.  Subsequent  to  February  28,  2004,  the  Company has accrued $12,000
payable  to  each  director  for  past  services.

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

                             Number of                Percentage  of
Name                      Shares  Held                Shares  Owned
----                      ------------                --------------

Adam  Jenn                          0                      0.0%  director

Dan  Goldman                        0                      0.0%  director

Piers VanZiffle                     0                      0.0%  director

Christine  Cerisse                  0                      0.0%  former director

ALL  EXECUTIVE  OFFICERS  AND
DIRECTORS  AS  A  GROUP             0                      0.0%
(3  persons)



                                       15
<PAGE>


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

No  change  since  previous  filing.


                                     PART IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

EXHIBITS:  None.

REPORTS  ON  FORM  8-K:  None.


ITEM  14.  CONTROLS  AND  PROCEDURES
------------------------------------

As  of  February 28, 2004, an evaluation was performed under the supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer  (President) and the Chief Financial Officer (acting), of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures.  Based  on that evaluation, the Company's management, including
the  Chief  Executive  Officer  (President)  and  the  Chief  Financial  Officer
(acting),  concluded  that the Company's disclosure controls and procedures were
effective as of February 28, 2004. There have been no significant changes in the
Company's  internal controls or in other factors that could significantly affect
internal  controls  subsequent  to  February  28,  2004.

                                   SIGNATURES

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

                (Registrant)     APACHE  MOTOR  CORPORATION

                By:     /s/Adam  Jenn               Date:  June  28,  2004
                        -------------               ----------------------
                        Adam  Jenn,  President  and  Director

                By:     /s/Piers  VanZiffle          Date:  June  28,  2004
                        -------------------          ----------------------
                        Piers  VanZiffle,  Secretary,  Treasurer  and  Director

                By:     /s/Dan  Goldman          Date:  June  28,  2004
                        ---------------          ----------------------
                        Dan  Goldman,  Director





                                       16
<PAGE>


CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
18  W.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT  OF  2002

I,  Dan  Goldman,  certify,  pursuant  to  18  U.S.C.  Section  1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley Act of 2002, that the Annual
Report  on  Form  10-KSB  of  Apache  Motor  Corporation  for  the  period ended
February  28,  2004,  fully  complies  with the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934  and  that  the  information
contained  in  the  Annual Report on Form 10-KSB fairly presents in all material
respects  the  financial  condition  and  results  of  operations  of  Apache
Motor  Corporation.

               By:     /s/  Dan  Goldman
                       ------------------

               Name:   Dan  Goldman

               Title:  Chief  Executive  Officer

               Date:   June  28,  2004
                       ---------------

I,  Adam  Jenn, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to  Section  906  of  the Sarbanes-Oxley Act of 2002, that the Annual Report  on
Form  10-KSB of Apache Motor Corporation for the period ended February 28, 2004,
fully  complies  with  the  requirements  of  Section  13(a)  or  15(d)  of  the
Securities  Exchange  Act  of  1934  and  that  the information contained in the
Annual  Report  on  Form  10-KSB  fairly  presents in all material respects  the
financial condition  and  results  of  operations  of  Apache Motor Corporation.

               By:     /s/  Adam  Jenn
                       ---------------

               Name:   Adam  Jenn

               Title:  Acting  Chief  Financial  Officer

               Date:   June  28,  2004
                       ---------------




                                       17
<PAGE>


302  CERTIFICATION

     I,  Dan  Goldman,  Chief  Executive  Officer,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Apache  Motor
Corporation;

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

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

4.  I  am  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.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and  the  audit  committee  of the registrant's board of directors (or
persons  performing  the  equivalent  functions):
     a)  all  significant  deficiencies  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
     b)  any  fraud,  whether or not material, that involves management or other
employees  who  have  a  significant role in the registrant's internal controls.

6. 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:  June  28,  2004            /s/ Dan Goldman
                                       ---------------
                                       Dan  Goldman,  Chief  Executive  Officer


                                       18
<PAGE>

302  CERTIFICATION

I,  Adam  Jenn,  acting  Chief  Financial  Officer,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Apache  Motor
Corporation;

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

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

4.  I  am  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.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and  the  audit  committee  of the registrant's board of directors (or
persons  performing  the  equivalent  functions):
     a)  all  significant  deficiencies  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
     b)  any  fraud,  whether or not material, that involves management or other
employees  who  have  a  significant role in the registrant's internal controls.

6. 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:  June  28,  2004       /s/  Adam Jenn
                                --------------
                                Adam  Jenn,  Acting  Chief  Financial   Officer
                                and  Director


                                       19