UNITED STATESSECURITIES 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 1934For the fiscal year ended February 28, 2003
  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 incorporation or organization) | (I.R.S. Employer Identification No.)
|Suite 676, 141- 757 West Hastings Street                       |                                     
|                                                               |                                     
|Vancouver, BC, V6C 1A1                                         | (604) 681 -7806                     
|(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. x

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
  February 28, 2003: $ 5,500,000.Aggregate market value of non-voting common equity held by non-affiliates
  as of February 28, 2003: $ 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 February 28, 2003: 30,100,000 
  Outstanding shares of preferred stock as of February 28, 2003: Nil

Documents incorporated by reference: None

Transitional Small Business Disclosure Format: Yes x
  No  ̈

1

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Apache Motor Corporation

Index to
  Transitional Annual Report on Form 10-KSB
  For the Year Ended February 28, 2003

|Part I     |                                                                          | Page
|---------- | ------------------------------------------------------------------------ | ----
|           |                                                                          |     
|Item 1     | Description of Business                                                  | 3   
|Item 2     | Description of Property                                                  | 4   
|Item 3     | Legal Proceedings                                                        | 4   
|Item 4     | Submission of Matters to a Vote of Security Holders                      | 4   
|           |                                                                          |     
|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                                   | 14  
|Item 10    | Executive Compensation                                                   | 14  
|Item 11    | Security Ownership of Certain Beneficial Owners and Management           | 14  
|Item 12    | Certain Relationships and Related Transactions                           | 15  
|Item 13    | Exhibits and Reports on Form 8-K                                         | 15  
|           |                                                                          |     
|Signatures |                                                                          | 15  

2

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

CORPORATE BACKGROUND

Pursuant to an Agreement and Plan of Exchange effective September
  12, 2001 Apache Motor Corporation (the "Company"), a Nevada corporation, acquired
  all of the outstanding shares of common stock of The Apache Motor Corp. ("Apache"),
  an Alberta, Canada corporation, from the stockholders of Apache who voluntarily
  exchanged their Apache stock for an aggregate of 16,500,000 shares of the Company's
  common stock. This exchange was accounted for as a reverse takeover of the Company
  since the stockholders of Apache became the majority holders of the Company's
  voting common stock.

Robert Wither formed Apache on June 3, 1998, with the intention
  of designing, developing and ultimately manufacturing a unique engine, initially
  for the aviation, motorcycle and outboard marine markets. Mr. Wither was interested
  in finding the lightest and most powerful four-cycle engine to use on a prototype
  vehicle being considered for production in the kit car market. Upon extensive
  research into engine technology and the engines available at that time, Mr.
  Wither recognized the power to weight advantage of the radial engine design.
  Through further research, Mr. Wither found that no enhancements or technological
  improvements had been made to radial engines since 1943. No radials used modern
  lightweight metal alloys or digital fuel injection and ignition systems or had
  incorporated any advances in overhead cam technology. Generally, these types
  of engines were direct drive aviation engines of enormous size. As a member
  of the Aviation Museum, Mr. Wither noticed a small Lawrence radial engine used
  on a B29 bomber. It was considered extremely reliable. The transition from radial
  engine design to modern technology was deemed possible and made sense due to
  the lightweight and exceptional power associated with such an engine.

Potential markets for such a lightweight power unit were examined.
  The obvious market was for ultra-light and experimental light aircraft. Further
  research indicated that a large market for motorcycle cruisers and outboard
  marine applications exists. The power to weight advantage was so significant
  that the engine could be used as an outboard marine engine and come in at half
  the weight of a comparable four-cycle marine engine. The intent was for it to
  be the highest horsepower four-cycle engine available in the outboard marine
  market. Since it was to be an air-cooled engine, it would not inject any pollutants
  into the water nor will it need to be built in salt water and fresh water versions.

Continued research showed that with the addition of other
  advanced technologies, the radial design benefited from lower drag on engine
  components and used fewer moving parts. Fuel efficiency could be dramatically
  improved from similarly powerful in line or "V" engines. Emissions would also
  be much lower with the addition of advanced combustion technology. The lightweight
  radial four-cycle could be a cost effective replacement for all two-stroke engines.

Engine Business

The Company's principal business objective with respect to
  the production of engines and to complete research and development of the radial
  engine begun by Apache and then manufacture and market it has been put on hold.

Vitamin Business

The Company has not abandoned its Vitamineralherb.com license
  but is unable to focus its limited resources on its development.

3

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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 funding. 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

Apache does not currently own or lease any 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.
  Further, the Company is not aware of any legal proceedings against Apache or
  its property.

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

No matters were submitted to the stockholders during the year ended February 28, 2003.

4

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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
  ANDRESULTS OF OPERATIONS

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 loss
  in the amount of $193,916 compared to a loss of $258,548 in the previous year.
  Both years losses are a result of organizational expenses and expenses associated
  with setting up a company structure to begin implementing its business plan.
  The Company anticipates that until these procedures 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's business plan with respect to its engine business has been placed on hold.

The Company is currently seeking funding to complete a real
  estate transaction in Mexico known as Habitat. Subsequent to February
  28, 2003, the Company entered into a Voluntary Share Exchange to acquire 100%
  of the issued shares of Manter Enterprises Inc. (Manter) from the shareholders
  of Manter in exchange for 20,000,000 shares of the Company, subject to certain
  conditions. Through the acquisition of Manter, the Company will acquire an engineered
  stone technology which embodies a production process using a cement base to
  manufacture simulated stone products and can be used in place of marble or finished
  natural stone at a price advantage over quarried natural products in a range
  of colors, hues and patterns limited only by the designers creativity.

During the period from November 26, 1999 (date of incorporation)
  through February 28, 2003, 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, 2003, the
  Company incurred a loss as a result of organizational expenses and expenses
  associated with implementing its business plan. The Company anticipates that
  until these procedures are completed, it will not generate revenues, and may
  continue to operate at a loss thereafter, depending upon the performance of
  its business. Accordingly, there can be no assurance that any additional funds
  will be available on terms acceptable to the Company or at all. The

5

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Company has no commitments for capital expenditures. 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. The board of directors has decided that it is in the best interests
  of the corporation and its stockholders to enter into a new line of business
  altogether.

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, 2004, which it plans to generate
  from private investors.

The Company will need additional capital to carry out its
  business plans. No commitments to provide additional funds have been made by
  management or other stockholders or investors. 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.
  In the process of carrying out its business plan, the Company may determine
  that it cannot raise sufficient capital to support its potential businesses
  on acceptable terms, or at all.

ITEM 7. FINANCIAL STATEMENTS

|Report of Independent Chartered Accountants                                                          | 7 
|---------------------------------------------------------------------------------------------------- | --
|                                                                                                     |   
|Consolidated Balance Sheets as at February 28, 2003 and 2002                                         | 8 
|                                                                                                     |   
|Consolidated Statements of Operations for the years ended February 28,
      2003, and 2002,         |   
|and for the period from November 26, 1999 (Date of Inception) to February
      28, 2003             | 9 
|                                                                                                     |   
|Consolidated Statement of Changes in Stockholders Equity for the period
      from November 26, 1999 |   
|(Date of Inception) To February 28, 2003                                                             | 10
|                                                                                                     |   
|Consolidated Statement of Cash Flows for the years ended February 28,
      2003, and 2002,          |   
|and for the Period from November 26, 1999 (Date of Inception) to February
      28, 2003             | 11
|                                                                                                     |   
|Notes to Financial Statements                                                                        | 12

6

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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, 2003 and 2002, the statements
  of operations and cash flows for the years ended February 28, 2003 and 2002,
  and from the date of inception (November 26, 1999) to February 28, 2003 and
  the statement of changes in stockholders' (deficit) equity from the date of
  inception (November 26, 1999) to February 28, 2003. 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 auditing standards
  generally accepted in the United States of America. Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, 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, 2003 and 2002
  and the results of its operations and its cash flows for the years ended February
  28, 2003 and 2002 and for the period from the date of inception (November 26,
  1999) to February 28, 2003 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.
  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 
  June 13, 2003

7

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Apache Motor Corporation 
  (A Development Stage Company) 
  CONSOLIDATED BALANCE SHEETS (NOTE 1) 
  February 28 (U.S. Dollars)

|                                                                           |   | 2003     |   |   | 2002     |  
|-------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                                           |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|ASSETS                                                                     |   |          |   |   |          |  
|Current                                                                    |   |          |   |   |          |  
|Cash                                                                       | $ | 776      |   | $ | 2,057    |  
|Accounts receivable                                                        |   | 886      |   |   | 3,120    |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   | 1,662    |   |   | 5,177    |  
|                                                                           |   |          |   |   |          |  
|License                                                                    |   | 0        |   |   | 519      |  
|Technology rights                                                          |   | 240,176  |   |   | 240,176  |  
|Capital assets                                                             |   | 1,720    |   |   | 4,806    |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|Total
      Assets                                                         | $ | 243,558  |   | $ | 250,678  |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|LIABILITIES                                                                |   |          |   |   |          |  
|Current                                                                    |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|Accounts payable and accrued liabilities                                   | $ | 257,477  |   | $ | 76,995   |  
|Due to Company officers                                                    |   | 27,355   |   |   | 10,096   |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   | 284,832  |   |   | 87,091   |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|STOCKHOLDERS' EQUITY                                                       |   |          |   |   |          |  
|Common Stock                                                               |   |          |   |   |          |  
|Authorized                                                                 |   |          |   |   |          |  
|100,000,000 shares
      of common stock with a par value of $0.001 each   |   |          |   |   |          |  
|20,000,000 shares of
      preferred stock with a par value of $0.001 each |   |          |   |   |          |  
|Issued and outstanding                                                     |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|30,100,000
      shares of common stock                                    |   | 511,342  |   |   | 511,342  |  
|(30,100,000
       February 28, 2002)                                     |   |          |   |   |          |  
|Additional paid in capital                                                 |   | 59,000   |   |   | 59,000   |  
|Other comprehensive income (loss)                                          |   | (48,083  | ) |   | (37,138  | )
|Deficit accumulated during the development stage                           |   | (563,533 | ) |   | (369,617 | )
|                                                                           |   |          |   |   |          |  
|Total Accumulated Stockholders' (Deficit)
      Equity                     |   | (41,274  | ) |   | 163,587  |  
|                                                                           |   |          |   |   |          |  
|                                                                           |   |          |   |   |          |  
|Total
      Liabilities and Stockholders' Equity                           | $ | 243,558  |   | $ | 250,678  |  
|                                                                           |   |          |   |   |          |  

See notes to consolidated financial statements.

8

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Apache Motor Corporation 
  (A Development Stage Company)
  CONSOLIDATED STATEMENTS OF OPERATIONS
  For the years ended February 28, 2003, and 2002,
  and for the period from November 26, 1999 (Date of Inception) to February 28,
  2003 
  (U.S. Dollars)

|                                 |   |            |   |   |            |   |   | From            |  
|-------------------------------- | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                 |   |            |   |   |            |   |   | November 26,    |  
|                                 |   |            |   |   |            |   |   | 1999 (Date      |  
|                                 |   | Years      |   |   | Ended      |   |   | of Inception)   |  
|                                 |   | February   |   |   | 28,        |   |   | to February 28, |  
|                                 |   | 2003       |   |   | 2002       |   |   | 2003            |  
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|Expenses                         |   |            |   |   |            |   |   |                 |  
|Amalgamation and merger costs    | $ | 0          |   | $ | 135,000    |   | $ | 135,000         |  
|Research and development         |   | 0          |   |   | 24,610     |   |   | 77,813          |  
|Professional and consulting fees |   | 6,071      |   |   | 45,194     |   |   | 50,482          |  
|Office and administration        |   | 166,346    |   |   | 33,899     |   |   | 73,084          |  
|Telephone                        |   | 13,059     |   |   | 15,083     |   |   | 21,541          |  
|Entertainment and travel         |   | 4,835      |   |   | 3,650      |   |   | 5,608           |  
|Amortization                     |   | 3,605      |   |   | 1,112      |   |   | 6,089           |  
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   | 193,916    |   |   | 258,548    |   |   | 563,533         |  
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|Net Loss                         |   | (193,916   | ) |   | (258,548   | ) |   | (563,533        | )
|Deficit, Beginning of Period     |   | (369,617   | ) |   | 0          |   |   | 0               |  
|                                 |   |            |   |   |            |   |   |                 |  
|Deficit, End of Period           | $ | (563,533   | ) | $ | (258,548   | ) | $ | (563,533        | )
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|Basic and Diluted loss per share | $ | (0.02      | ) | $ | (0.02      | ) |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  
|Shares Used in Basic and Diluted |   |            |   |   |            |   |   |                 |  
|Loss Per Share Computation       |   | 30,100,000 |   |   | 15,050,000 |   |   |                 |  
|                                 |   |            |   |   |            |   |   |                 |  

See notes to consolidated financial statements.

9

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Apache Motor Corporation
  (A Development Stage Company)
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY 
  For the Three Years Ended February 28, 2000, 2001, and 2002 (U.S. Dollars)

|                              |            |   |   |         |   |   |            |  |   | Other   |   |   |          |   |   | Total         |  
|----------------------------- | ---------- | - | - | ------- | - | - | ---------- |  | - | ------- | - | - | -------- | - | - | ------------- | -
|                              |            |   |   |         |   |   | Additional |  |   | Compre- |   |   | Accumu-  |   |   | Stockholders' |  
|                              |            |   |   |         |   |   | Paid in    |  |   | hensive |   |   | lated    |   |   | (Deficit)     |  
|                              | Shares     |   |   | Amount  |   |   | Capital    |  |   | Income  |   |   | Deficit  |   |   | Equity        |  
|                              |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|                              |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|Inception June 3, 1998        | 0          |   | $ | 0       |   | $ | 0          |  | $ | 0       |   | $ | 0        |   | $ | 0             |  
|Issuance of common            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|stock:                        |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|For organizational            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|cost - April 2, 1999          | 2,500,000  |   |   | 2,500   |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 0             |  
|For license - April
      28, |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|1999                          | 2,000,000  |   |   | 2,500   |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 0             |  
|                              |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|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          |   |   | 372,667 |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 372,667       |  
|                              |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|Balance-February 28,          |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|2001                          | 4,500,000  |   |   | 377,167 |   |   | 0          |  |   | (14,700 | ) |   | (111,069 | ) |   | 252,398       |  
|Forward split 5 for 1         |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|April 20, 2001                | 18,000,000 |   |   | 0       |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 0             |  
|Issuance of common            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|stock to become               |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|preferred customer            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|August 29, 2001               | 50,000     |   |   | 50      |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 50            |  
|Issuance of common            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|stock to acquire              |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|Cambridge Creek               |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|Properties, Ltd.              | 50,000     |   |   | 50      |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 50            |  
|Share issuance by             |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|subsidiary                    | 0          |   |   | 126,575 |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 126,575       |  
|Issuance of common            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|stock to acquire The          |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|Apache Motor Corp.            | 16,500,000 |   |   | 16,500  |   |   | 0          |  |   | 0       |   |   | 0        |   |   | 16,500        |  
|Cancellation of common        |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|stock                         | (9,500,000 | ) |   | (9,500  | ) |   | 9,500      |  |   | 0       |   |   | 0        |   |   | 0             |  
|Issuance of common            |            |   |   |         |   |   |            |  |   |         |   |   |          |   |   |               |  
|stock 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 |   | $ | 511,342 |   | $ | 59,000     |  | $ | (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 |   | $ | 511,342 |   | $ | 59,000     |  | $ | (48,083 | ) | $ | (563,533 | ) | $ | (41,274       | )

See notes to consolidated financial statements.

10

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Apache Motor Corporation
  (A Development Stage Company) 
  CONSOLIDATED STATEMENT OF CASH FLOWS 
  For the years ended February 28, 2003, and 2002, and for the Period from 
  November 26, 1999 (Date of Inception) to February 28, 2003 
  (U.S. Dollars)

|                                       |   |              |   |   |                 |   |   | From          |  
|-------------------------------------- | - | ------------ | - | - | --------------- | - | - | ------------- | -
|                                       |   |              |   |   |                 |   |   | November 26,  |  
|                                       |   |              |   |   |                 |   |   | 1999 (Date of |  
|                                       |   | Years Ended  |   |   | inception)      |  
|                                       |   | February 28, |   |   | to February 28, |  
|                                       |   | 2003         |   |   | 2002            |   |   | 2003          |  
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Operating activities                   |   |              |   |   |                 |   |   |               |  
|Net (loss)                             | $ | (193,916     | ) | $ | (258,548        | ) | $ | (563,533      | )
|Adjustments to reconcile net           |   |              |   |   |                 |   |   |               |  
|(loss) to net cash
      provided by   |   |              |   |   |                 |   |   |               |  
|(used by) operating
      activities   |   | 0            |   |   | 7,600           |   |   | 7,600         |  
|Non cash expense - amortization        |   | 3,605        |   |   | 1,112           |   |   | 9,694         |  
|Changes in operating assets and        |   |              |   |   |                 |   |   |               |  
|liabilities                            |   | 199,975      |   |   | 75,884          |   |   | 79,946        |  
|                                       |   |              |   |   |                 |   |   |               |  
|Net cash provided by (used in)         |   |              |   |   |                 |   |   |               |  
|operating activities                   |   | 9664         |   |   | (173,952        | ) |   | (273,918      | )
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Investing Activities                   |   |              |   |   |                 |   |   |               |  
|Technology rights                      |   | 0            |   |   | 0               |   |   | (240,176      | )
|License                                |   | 0            |   |   | 0               |   |   | (779          | )
|Fixed assets                           |   | 0            |   |   | 0               |   |   | (7,310        | )
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   | 0            |   |   | 0               |   |   | (247,565      | )
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Financing Activities                   |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Share capital                          |   | 0            |   |   | 134,175         |   |   | 511,342       |  
|Additional paid in capital             |   | 0            |   |   | 59,000          |   |   | 59,000        |  
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   | 0            |   |   | 193,175         |   |   | 570,342       |  
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Effect of currency translation on cash |   | (10,945      | ) |   | (22,438         | ) |   | (48,083       | )
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Inflow (outflow) of cash               |   | (1,281       | ) |   | (10,815         | ) |   | 776           |  
|                                       |   |              |   |   |                 |   |   |               |  
|Cash, beginning of period              |   | 2,057        |   |   | 12,872          |   |   | 0             |  
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Cash, end of period                    | $ | 776          |   | $ | 2,057           |   | $ | 776           |  
|                                       |   |              |   |   |                 |   |   |               |  
|                                       |   |              |   |   |                 |   |   |               |  
|Supplemental information               |   |              |   |   |                 |   |   |               |  
|Interest paid                          | $ | 0            |   | $ | 0               |   | $ | 0             |  
|Taxes paid                             | $ | 0            |   | $ | 0               |   | $ | 0             |  

See notes to consolidated financial statements.

11

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Apache Motor Corporation 
  (a Development Stage Company) 
  Notes to Financial Statements 
  February 28, 2003

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 $35,000.00 and merged with Cambridge (the "Merger").

The Company had 22,550,000 shares of common stock, $0.001
  par value per share, issued and outstanding prior to the Merger, and 22,600,000
  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 fees.

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.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Consolidation

The accounts of the Company
  and its wholly owned subsidiary have been consolidated on a line-by-line basis.
  Comparative figures reflect the consolidated financial position and operations
  of the Company and its subsidiary, which predate the acquisition of the subsidiary.

b) Basis of Presentation

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

12

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c) Capital Assets

Capital assets are recorded
  at cost and amortized on the diminishing balance basis at the following rates:

| | Office furniture and equipment                              | 20% | 
| | ----------------------------------------------------------- | --- | 
| | Computer equipment                                          | 30% | 
| | First year amortization is taken at 50% of the above rates.

d) Leasehold Improvements

Leasehold improvements are included
  in capital assets and are amortized on a straight-line basis at 20% per annum.

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 are
  expensed as incurred.

f) Technology Rights

The company acquired technology
  rights related to a radial engine design. As consideration for the purchase
  of these rights, the vendor was issuedcommon shares of the subsidiary
  company. At the present time the vendor holds 10,620,000 shares of the company
  as a result of this transaction. This represented 64.3% of the issued and outstanding
  shares of the subsidiary. Management of the Company has evaluated the carrying
  value of the technology rights and feels that there is no impairment to their
  value. It is managements conclusion that the technology rights have continued
  value in spite of their not being currently developed.

g) Financial Instruments

The Companys financial
  instruments consist of cash, receivables, accounts payable and accrued liabilities
  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

(i) In July, 2001, FASB issued
  Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets.
  This statement includes requirements to test good will and indefinite lived
  intangible assets for impairment rather than amortization. For the year ended
  February 28, 2003, the Company has adopted the current recommendations of the
  above treatment.

(ii) In October, 2001, the FASB
  issued Statement of Financial Accounting Standard (SFAS) No. 144, Accounting
  for the Impairment or Disposal of Long Lived Assets. SFAS No. 144 addresses
  significant issues relating to the implementation of SFAS No. 121, Accounting
  for the Impairment of Long Lived Assets and Long Lived Assets to be Disposed
  of, and develops a single accounting model, based on the framework established
  in SFAS No. 121 for long lived assets to be disposed of by sales, whether such
  assets are or are not deemed to be a business. SFAS No. 144 also modifies the
  accounting and disclosure rules for discontinued operations. The standard was
  adopted on March 1, 2002 but does not have a material effect on these financial
  statements.

3.     ACCOUNTS PAYABLE

|                             |                        |   | 2003    |  |   | 2002   | 
|---------------------------- | ---------------------- | - | ------- |  | - | ------ | 
|                             |                        |   |         |  |   |        | 
|Accounts payable consist of: | Trade accounts payable | $ | 235,311 |  | $ | 76,995 | 
|                             | Other payables         |   | 22,166  |  |   | 0      | 
|                             |                        |   |         |  |   |        | 
|                             |                        | $ | 257,477 |  | $ | 76,995 | 
|                             |                        |   |         |  |   |        | 

13

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4.     DUE TO COMPANY OFFICERS

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

5.     SUBSEQUENT EVENT

Subsequent to February 28, 2003,
  the Company entered into an agreement to acquire 100% of the issued share capital
  of Manter Enterprises Inc. for the issuance of 20,000,000 shares of common stock
  of the Company. Manter Enterprises Inc. has developed a formulation and production
  process using a cement base to manufacture simulated stone products to be called
  manterra.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
  ANDFINANCIAL 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                                     
|----------------- | --- | ---------------------------------------------
|                  |     |                                              
|DAVID BOURNE      | 59  | PRESIDENT, AND A DIRECTOR                    
|                  |     |                                              
|LARRY WINTEMUTE   | 53  | SECRETARY, TREASURER AND A DIRECTOR          
|                  |     |                                              
|LORNE CATLING     | 47  | MANAGER OF SALES AND MARKETING AND A DIRECTOR
|                  |     |                                              
|CHRISTINE CERISSE | 49  | DIRECTOR                                     

ITEM 10. EXECUTIVE COMPENSATION

No officer or director of the Company has received any remuneration from the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

|                                                    | Number of     | Percentage of |  
|--------------------------------------------------- | ------------- | ------------- | -
|Name                                                | Shares Held   | Shares Owned  |  
|                                                    |               |               |  
|Christine Cerisse                                   | 0             | 0.0%          | d
|                                                    |               |               |  
|David Bourne                                        | 0             | 0.0%          | d
|                                                    |               |               |  
|Larry Wintemute                                     | 842,250(1)    | 2.8%          | d
|                                                    |               |               |  
|Lorne Catling                                       | 395,299(2)    | 1.3%          | d
|                                                    |               |               |  
|Robert Wither                                       | 10,486,000(3) | 34.8%         |  
|                                                    |               |               |  
|Thomas and Viola Edling    (husband
      and wife) | 2,000,000     | 6.6%          |  
|                                                    |               |               |  
|ALL EXECUTIVE OFFICERS AND                          |               |               |  
|DIRECTORS AS A GROUP (4 persons)                    | 1,237,549     | 4.1%          | d

14

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|(1) | Includes 663,250 shares directly owned by Mr. Wintemute,
      80,000 shares beneficially owned through Mr. Wintemute's spouse, Laurel
      Wintemute, and 99,000 shares beneficially owned through 921655 Alberta Inc.,
      an Alberta company of which Mr. Wintemute is a 10% stockholder.            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                            
|(2) | Includes 56,100 shares directly owned by Mr. Catling and
      339,199 shares beneficially owned through 754624 Alberta Ltd., an Alberta
      company of which Mr. Catling is president, director, and stockholder.                                                                                       
|    |                                                                                                                                                                                                                                                                                                            
|(3) | Includes 231,000 shares directly owned by Mr. Wither, 40,000
      shares beneficially owned through Mr. Wither's spouse, Margaret Walsh, and
      10,215,000 shares beneficially owned through 850566 Alberta Inc., an Alberta
      company of which Mr. Wither is president, director, and stockholder.

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.

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/ David Bourne                                  
| |                                       |                                                   
| |                                       | David Bourne, President and Director              
| |                                       |                                                   
| | By:                                   | /s/ Larry Wintemute                               
| |                                       |                                                   
| |                                       | Larry Wintemute, Secretary, Treasurer and Director
| |                                       |                                                   
| | By:                                   | /s/ Christine Cerisse                             
| |                                       |                                                   
| |                                       | Christine Cerisse, Director                       
| |                                       |                                                   
| | By:                                   | /s/ Lorne Catling                                 
| |                                       |                                                   
| |                                       | Lorne Catling, Director                           

15

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302 CERTIFICATION*

I, David Bourne, acting Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form
  10-KSB for the Corporation;

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

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

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

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

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

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

Date: June 15, 2003

/s/ David Bourne 
  David Bourne, Acting Chief Financial Officer

16

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EXHIBIT 99.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Apache Motor Corporation
  (the "Company") on Form 10-KSB for the period ended February 28, 2003, as filed
  with the Securities and Exchange Commission on the date hereof (the "Report"),
  I, David Bourne, Chief Executive Officer of the Company, certify, pursuant to
  18 U.S.C 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002,
  that:

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

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

/s/ David Bourne 
  David Bourne, President 
  Date: June 15, 2003

17

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