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, 2005
                   -------------------------------------------
                                       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.  [x]

Registrant's  revenues  for  its  most  recent  fiscal  year:     $nil
                                                              --------

As  of May 13, 2005, the aggregate market value of the voting common equity held
by  non-affiliates  on  the  registrant  was  approximately $14,463 based on the
closing  trade  reported  on  the  NASD Over-the-Counter Bulletin Board National
Quotation  System.  Shares of common stock held by each officer and director and
by  each  person  who  owns five percent or more of the outstanding common stock
have been excluded from this calculation as such persons may be considered to be
affiliated  wit  the  Company.

On July 13, 2005 the registrant had 27,105,344 of Common stock, (0.001 par value
per  share,  issued  and  outstanding.

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, 2005

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                                               6
Item  7     Financial  Statements                                             9
Item  8     Changes In and Disagreements With Accountants on Accounting and
            Financial  Disclosure                                            21
Item  8A    Controls and Procedures                                          21
Item  8B    Other Information                                                21

Part  III
---------
Item  9     Directors, Executive Officers, Promoters and Control Persons;
            Compliance With  Section 16(a) of the Exchange Act               21
Item  10    Executive  Compensation                                          21
Item  11    Security Ownership of Certain Beneficial Owners and Management   21
Item  12    Certain  Relationships  and  Related  Transactions               22
Item  13    Exhibits  and  Reports  on  Form  8-K                            22
Item  14    Principal Accountants Fees and Services                          22

Signatures                                                                   23

Certifications                                                               24


                                        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.

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, 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. The Company chose to adopt
its  own  year  end of 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 Exchange certain shareholders of the Company agreed  to  cancel
9,500,000  pre-split  shares of common stock  and the Company  agreed  to  issue
500,000  pre-split  shares  of  common  stock  for  fees.

On June 7, 2004 the Company completed a 1:75 reverse stock split. All shares and
loss  per  share  amounts  are  reported  for  the  years  2004 and 2005  giving
retroactive  effect to the June 7, 2004 reverse stock split on a 1 for 75 basis.

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 were 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.

On  June  8,  2004, the Company determined that it was unable to move forward in
the  development  of The Apache Motor Corp's radial engine technology, unable to
build  the  business,  and  could not raise the necessary funding to further the
business  plan;  therefore  the  Company,  with  the  consent  of Robert Wither,
cancelled  10,446,000  pre-split  shares  (139,280  post-split) shares of common

                                        3
<PAGE>


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.

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  at  all.

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

The  nature  of  patent  and trademark registration is very complex and requires
legal  expertise.  To  date, no applications have been prepared to patent any of
the  company's  assets  or  concepts.

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
----------

Apache  has no employees. In the past, the Company has relied upon its officers,
directors  and  part-time  outside  consultants  to  further  its  affairs.


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

The  Company  does  not own any real property. The Company's registered address,
which  serves  as the official address for the Company, is at 938 N. 200 Street,
Suite  B,  Shoreline,  WA  98133 where it  shares office facilities under shared
arrangements  with  a  third  party.


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

To  the  knowledge  of  the  company's  executive  management and directors, 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  and  the
executive  officers  and  directors  know of no other threatened or contemplated
legal  proceedings  or  litigation.


                                        4
<PAGE>

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

On  June  7,  2004  the  Company  completed  a  1:75  reverse  stock  split.


                                    PART II

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

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.

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, 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. The Company chose to adopt
its  own  year  end of 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.

The  Company's  common  stock  was  approved for trading on the Over-the-Counter
Bulletin  Board (OTC:BB) under the symbol APHC on May 11,  1998. On June 7, 2004
the  Company completed a 1:75 reverse stock split and currently trades under the
symbol  ACHO.

All  loss  per  share  amounts  are reported for the years 2004 and 2005  giving
retroactive  effect to the June 7, 2004 reverse stock split on a 1 for 75 basis.

The  table  set forth below reflects the reported high and low bid prices of the
Common  Stock  for  each  quarter for the period indicated.Such prices are inter
dealer  prices  without  retail  mark ups, mark downs or commissions and may not
represent  actual  transactions.

QUARTER  ENDED                     HIGH               LOW
(Post  reverse  split  prices)

February  28,  2003               0.002               0.002



                                        5
<PAGE>

May  31,  2003                    0.008               0.008
August  31,  2003                 0.01                0.01
November  30,  2003               0.001               0.001
February  28,  2004               0.001               0.001
May  31,  2004                    0.000               0.000
August  31,  2004                 0.002               0.002
November  30,  2004               0.004               0.002
February  28,  2005               0.007               0.007

The  Company  has  not  paid  dividends  in  prior years and has no plans to pay
dividends  in the near future.  The Company intends to reinvest its earnings, if
any  are  achieved,  in the continued development and operation of its business.
Any  payment  of  dividends  would  depend upon the Company's pattern of growth,
profitability,  financial  condition,  and  such  other  factors as the Board of
Directors  may  deem  relevant.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On May 3, 2004 the Company terminated an agreement to acquire 100% of the issued
share  capital  of  Manter  Enterprises  Inc.  and  cancelled  the  20,000,000
(pre-split)  shares  (266,667  post-split)  of  common  stock  of  the  company
previously  issued  in  trust  for Manter subject to a performance agreement; on
April  16,  2004 the Company issued 48,430,400 pre-split (645,739 post-split) of
its  common  shares in settlement of $242,152 in promissory notes payable and on
June  8,  2004  cancelled  the  total  amount of 10,446,000 (pre-split) (139,280
post-split)  shares  of  common stock of the Company previously issued to Robert
Wither  and  his associated company as part of the shares of common stock issued
to  acquire  Apache  in  2001  (note 1). After the issuance of 48,430,400 common
shares  mentioned  above,  the  Board of Directors approved a 1:75 reverse stock
split. The Company reissued the 5,004,000 (pre-split) (66,720 post-split) common
shares  cancelled  during  the  year.

On  June 7, 2004 the Company completed a 1:75 reverse stock split. All share and
per share amounts for all periods presented herein have been restated to reflect
the  reverse  stock  split.

On July 1, 2004 the Company issued 350,000 shares of common stock to each of its
three  directors  (for  a  total  of  1,050,000  shares  of  common  stock)  in
remuneration for services rendered to the company and fairly valued at $3,500 to
each  director;  issued  250,000 shares of common stock to a former director for
services  rendered  and  fairly  valued at $2,500 and issued 307,220 post split)
share  of  common  stock  valued  at  $0.01  per share as settlement of debt and
accounts  payable  incurred  for  services  previously  rendered.

On  November  12,  2004 the Company issued 650,000 (post split) shares of common
stock  fairly valued at $6,500 to each of its prior three directors (for a total
of  1,950,000)  post  split shares of common stock) in remuneration for services
rendered  to  the  company;  issued 3,600,000 post split shares of common stock,
fairly  valued  at  $36,000  to  a former director for services rendered; issued
9,970,500  post  split  shares  of  common  stock  valued  at $0.01 per share as
settlement  of  debt and issued 6,521,497 post split shares of common stock also
valued  at  $0.01  as  settlement  of  accounts  payable  incurred  for services
previously  rendered.

Subsequent  to the year ended February 28, 2005, the Company cancelled 2,548,000
post split shares of common stock valued at $0.01 per share previously issued in
duplicate  for  services  rendered.


                                        6
<PAGE>


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

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

During  the  period  from April 2, 1999 (date of inception of Vitaminoverrun.com
Corp.)  through  February  28,  2005,  the  Company  engaged  in  no significant
operations  other than organization activities and research and development. The
Company  received no revenues. For the year ended February 28, 2005, the company
incurred a loss in the amount of $220,651, compared to a loss of $333,363 in the
previous  year.  Most  of  the  expenses incurred both years were for office and
administrative  and  consulting  fees provided to the Company for the purpose of
increasing  the  Company's  business presence and effort to develop its business
plan.  For  the 2004 and 2005 fiscal years, the Company expended $55,993 in 2004
and  $71,383  in  2005  for  office  and  administration costs, $nil in 2004 and
$12,452  in  2005  for  research and development costs, plus $30,714 in 2004 and
$98,483  in  2005  for  professional  and  consulting  costs.


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.  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 has financed its expenses and costs thus far through the increase in
its  accounts  payable,  payments  made  by  others  for  the company and by the
settlement of the payable amounts with shares of common stock of the company. As
of  February  28,  2005,  the  company  had a working capital deficit of $68,562
compared  to  a  working  capital  deficit of $326,555 at February 28, 2004. The
company plans to utilize debt and/or equity financing to fund its short-term and
long-term  needs.  The  availability  of future financings will depend on market
conditions.  A  portion  of  the  funds may be used to grow the business through
acquisition of other businesses. There can be no assurance that the Company will
be  able  to  continue  as  a  going  concern  or  achieve  material revenues or
profitable  operations.

For the most recent fiscal year, 2005, the Company incurred a loss in the amount
of ($220,651) compared to a loss of ($333,363) in 2004. Both years' losses are a
result  of  organizational  expenses  and  expenses associated with setting up a
Company  structure in order 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.


                                        7
<PAGE>


During  the  period  from April 2, 1999 (date of incorporation) through February
28,  2005, the Company has incurred an accumulated net loss of ($1,117,547), has
not  attained  profitable  operations  and  is dependent upon obtaining adequate
financing  to  fulfill  its  development  activities.


No  material  commitments  for  capital  expenditures were made during the years
ended  February  28,  2005  or  2004.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss of $1,117,547 for the period from Inception, April 2, 1999 to February
28,  2005,  and  has  no  sales. The future of the Company is dependent upon its
ability  to  obtain  financing  and  upon  future profitable operations from the
development  of its services. Management has plans to utilize debt and/or equity
financing  to  fund its short-term and long-term needs. The financial statements
do not include any adjustments relating to the recoverability and classification
of  recorded  assets,  or  the amounts of and classification of liabilities that
might  be  necessary  in  the  event  the  Company cannot continue in existence.

The  Company  anticipates  expenditures  for  the year ended February 2006 to be
$165,000 and it is anticipated this will be financed through ongoing cash from a
business  to  be  acquired.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     i.  In January 2003 the FASB issued Interpretation No. 46, Consolidation of
Variable  Interest  Entities,  an interpretation of Accounting Research Bulletin
No.  51,  Consolidated  Financial  Statements.  Interpretation  46  establishes
accounting  guidance  for  consolidation  of  variable  interest  entities  that
function to support the activities of the primary beneficiary. Interpretation 46
applies  to  any  business  enterprise  both  private  and  public  that  has  a
controlling  interest,  contractual  relationship or other business relationship
with a variable interest entity. The company has no investment in or contractual
relationship  or other business relationship with a variable interest entity and
therefore  the  adoption  did  not have any impact on the Company's consolidated
financial  position,  results  of  operations  or  cash  flows.

     ii  On  April  30,  2003  the  FASB  issued Statement No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. Statement 149 is
intended  to  result  in  more  consistent  reporting  of  contracts  as  either
freestanding derivative instruments subject to Statement 133 in its entirety, or
as hybrid instruments with debt host contracts and embedded derivative features.
In addition, Statement 149 clarifies the definition of a derivative by providing
guidance  on  the  meaning  of  initial  net investments related to derivatives.
Statement 149 is effective for contracts entered into or modified after June 30,
2003.  The  adoption  of  Statement 149 did not have any effect on the Company's
consolidated  financial  position,  results  of  operations  or  cash  flows.

     iii.  On  May  15,  2003  the FASB issued Statement No. 150, Accounting for
Certain  Financial Instruments with Characteristics both Liabilities and Equity.
Statement 150 establishes standards for classifying and measuring as liabilities
certain  financial  instruments  that  embody obligations of the issuer and have
characteristics  of  both  liabilities  and  equity.  Statement 150 represents a
significant  change  in  practice  in  the  accounting for a number of financial
instruments,  including  mandatory  redeemable  equity  instruments  and certain
equity  derivatives that frequently are used in connection with share repurchase
programs.  Statement  150  is effective for all financial instruments created or
modified  after  May  31, 2003 and to other instruments as of September 1, 2003.
The  adoption  of  Statement  150 on June 1, 2003 did not have any impact on its
consolidated  financial  position,  results  of  operations  or  cash  flows.

     iv. In 2004,  FASB  issued a revision of FASB Statement No. 123, Accounting
for  Stock-Based  Compensation.  This  Statement  supersedes APB Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees,  and  its  related implementation
guidance. The revised pronouncement requires that all stock options and warrants
be accounted for using the Fair Value Method.  This pronouncement will impact on
the  Company,  as  the  Company  currently accounts for all options and warrants
using  the  Intrinsic  Value  Method.

     v.  FIN  46(R),  Consolidation  of  Variable  Interest Entities, applies at
different  dates  to  different  types  of enterprises and entities, and special
provisions  apply  to  enterprises  that  have  fully  or  partially  applied

                                        8
<PAGE>

Interpretation  46  prior  to  issuance  of Interpretation 46(R). Application of
Interpretation  46  or Interpretation 46 (R) is required in financial statements
of  public  entities that have public interests in variable interest entities or
potential  variable  interest  entities  commonly referred to as special-purpose
entities  for  periods  ending  after  December  15, 2003. Application by public
entities  (other than small business issuers) for all other types of entities is
required  in  financial  statements  for  periods  ending  after March 15, 2004.
Application  by  small  business  issuers to entities other than special-purpose
entities  and  by  non-public  entities is required at various dates in 2004 and
2005.  There  is  no  impact  on  the  Company's  financial  statements.

     vi.  In  December  2004,  the  FASB  issued  SFAS  Statement  No.  153,
"Exchanges  of Nonmonetary Assets." The statement is an amendment of APB Opinion
No.  29  to  eliminate  the  exception  for  nonmonetary  exchanges  of  similar
productive  assets  and  replaces  it  with a general exception for exchanges of
nonmonetary  assets  that do not have commercial substance. The Company believes
that the adoption of this standard will have no material impact on its financial
statements.

For  public  entities that file as small business issuers, the effective date of
the  revised  Statement  is  as  of the beginning of the first interim or annual
reporting  period  that  begins  after December 15, 2005.  The Company currently
uses  the  intrinsic  value  method.



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

Report  of  Independent  Registered  Public  Accounting  Firm              10

Balance  Sheets  as  at  February  28,  2005  and  2004                    11

Statements of Operations for the years ended February 28, 2005 and 2004,
and for the period from April 2, 1999 (Date of Inception)
to February 28, 2005                                                       12

Statement of Changes in Stockholders' (Deficit) Equity for the period from
April 2, 1999 (Date  of  Inception) to February 28, 2005                   13

Statement of Cash Flows for the years ended February 28, 2005, and 2004,
and for the Period from April 2, 1999 (Date of Inception)
to February 28, 2005                                                       14

Notes  to  Financial  Statements                                           15


                                        9
<PAGE>


REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

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,  2005  and  2004,  and  the statements of
operations,  changes  in  stockholders'  equity (deficit) and cash flows for the
years  ended  February  28,  2005  and  2004,  and the cumulative totals for the
development  stage operation from April 2, 1999 (inception) through February 28,
2005  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 auditing standards of the Public
Company  Accounting  Oversight  Board  (PCAOB)  of 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.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as at February 28,
2005  and  2004 and the results of its operations and its cash flows for the two
years  ended  February  28,  2005  and  2004  and  the cumulative totals for the
development stage operations from April 2, 1999 (inception) through February 25,
2005  in  conformity 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 no revenues and limited capital which together raise
substantial  doubt  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"
/s/
Chartered  Accountants
(registered  with  the  PCAOB  as  "Smythe  Ratcliffe")

Vancouver,  Canada
July  13,  2005



                                       10
<PAGE>
<TABLE>
<CAPTION>



Apache Motor Corporation
(A Development Stage Company)
BALANCE SHEETS (NOTE 1)
February 28
(U.S. Dollars)
<S>                                                                            <C>           <C>
                                                                                      2005        2004
                                                                               ------------  ----------


ASSETS
Current
    Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     5,775   $       -
                                                                               ------------  ----------
                                                                                     5,775           -
Deposit for Manter acquisition - (note 1(a)). . . . . . . . . . . . . . . . .            -      20,000
                                                                               ------------  ----------
                                                                                     5,775      20,000

Technology rights (note 2(m)) . . . . . . . . . . . . . . . . . . . . . . . .            1           1
                                                                               ------------  ----------

Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     5,776   $  20,001
                                                                               ------------  ----------

LIABILITIES
Current

    Accounts payable and accrued liabilities. . . . . . . . . . . . . . . . .  $    55,892   $  84,403

    Promissory notes payable (note 2(n)). . . . . . . . . . . . . . . . . . .       18,445     242,152
                                                                               ------------  ----------

                                                                                    74,337     326,555
                                                                               ------------  ----------

STOCKHOLDERS' EQUITY(DEFICIT)
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
        27,105,344 shares of common stock . . . . . . . . . . . . . . . . . .       24,557      45,096
                (601,280 - February 28, 2004)
Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .    1,021,881     589,741
Deficit accumulated during the development stage. . . . . . . . . . . . . . .   (1,117,547)   (896,896)
                                                                               ------------  ----------
    Total Stockholders' (Deficit) Equity. . . . . . . . . . . . . . . . . . .      (68,561)   (306,554)
                                                                               ------------  ----------

Total Liabilities and Stockholders' Equity (Deficit). . . . . . . . . . . . .  $     5,776   $  20,001
                                                                               ------------  ----------

</TABLE>


See  notes  to  financial  statements.

                                       11
<PAGE>
<TABLE>
<CAPTION>

Apache  Motor  Corporation
(A  Development  Stage  Company)
STATEMENTS  OF  OPERATIONS
For  the  years  ended  February  28,  2005,  and  2004,
and  for  the  period  from  April  2,  1999  (Date  of  Inception)  to  February  28,  2005
(U.S.  Dollars)




                                                                                             From
                                                                                    April 2, 1999
                                                                                            (Date
                                                                                     of Inception)
                                                                                   to February 28,
                                                                2005        2004             2005
<S>                                                 <C>                <C>         <C>           <C>
Expenses
    Amalgamation and merger costs. . . . . . . . .  $                  $       -      $   135,000
    Research and development . . . . . . . . . . .            12,452           -           90,265
    Professional and consulting fees . . . . . . .            98,483      30,714          185,749
    Office and administration. . . . . . . . . . .            71,383      55,993          342,483
    Telephone. . . . . . . . . . . . . . . . . . .                                         34,600
    Directors Compensation . . . . . . . . . . . .            30,000           -           30,000
    Marketing. . . . . . . . . . . . . . . . . . .             8,333           -            8,333
    Entertainment and travel . . . . . . . . . . .                 -           -           10,443
    Depreciation and amortization. . . . . . . . .                 -           -            9,694
                                                           ---------    --------       ----------

Loss before other item . . . . . . . . . . . . . .           220,651      86,707          846,567

    Write down of technology rights
    and disposal of subsidiary (note 2(l)) . . . .                       246,656          270,980
                                                           ---------    --------       ----------

Net Loss . . . . . . . . . . . . . . . . . . . . .         $(220,651)  $(333,363)     $(1,117,547)
                                                           ---------    --------       ----------

Basic and Diluted net loss per share . . . . . . .  $          (0.01)  $   (0.69)


Shares Used in Basic and Diluted
Loss Per Share Computation . . . . . . . . . . . .        24,557,334     483,324
                                                           ---------    --------       ----------


See notes to financial statements.

                                       12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Apache Motor Corporation
A Development Stage Company
Statement of Changes in Stockholders' Equity (Deficit)
Year Ended February 28
(Unaudited)
U.S. dollars

<S>          <C>                   <C>              <C>                    <C>                                <C>

                                                                                       Deficit
                                                                                     Accumulated
                                                         Additional      Other       During the    Total Stockholder's
                                                          Paid-in    Comprehensive   Development    Equity (Deficit)
                                   Shares      Amount     Capital       Income          Stage
                              -----------  ----------  ----------    -------------   -----------    -------------
Inception                               0           0           0                0            0               0
                              -----------  ----------  ----------    -------------   -----------    -------------
Issuances:
   For organizational cost         33,333       2,500           0                0            0           2,500
                              -----------  ----------  ----------    -------------   -----------    -------------
   For license                     26,667       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         60,000       4,500     372,667          (14,700)    (111,069)        251,398
Forward split 5 for 1             240,000      18,000     (18,000)               0            0               0
Issuances:
  To become preferred
  customer                            667          50           0                0            0              50
  To acquire Cambridge
  Creek Properties, Ltd.              667          50           0                0            0              50
  To acquire the Apache
  Motor Corp.                     220,000      16,500           0                0            0          16,500
Share issuance by subsidiary                        0     126,575                0                      126,575
Cancellation                     (126,667)     (9,500)      9,500                0            0               0
Issuance:
  For services                      6,667         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       401,334      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                      (193,916)       (193,916)
                              -----------  ----------  ----------    -------------   -----------    -------------
Balance-February 28, 2003         401,334      30,100     540,242          (48,083)    (563,533)        (41,274)
Issuance:
  To acquire Manter
  Developments Inc.               266,667      20,000           0                0            0          20,000
Cancellation                      (66,720)     (5,004)      5,004                0            0               0
Net loss                                0           0           0                0     (333,363)       (333,363)
Adjustment for reverse split            0     (44,495)     44,495                0            0               0
Other Comprehensive
Income                                  0           0           0           48,083            0          48,083
                              -----------  ----------  ----------    -------------   -----------    -------------

Balance-February 28, 2004         601,280      $  601   $ 589,741                0    $(896,896)      $(306,554)

Issuance of common stock for:
 promissory notes                 645,739         646     241,506                0            0         242,152
 director's compensation        1,050,000       1,050       9,450                0            0          10,500
 services                       5,800,000       5,800      52,200                0            0          58,000
 debt settlement               16,799,217      19,347     148,645                0            0         167,992
 cancellation of Manter
 agreement                       (266,667)       (267)    (19,733)               0            0         (20,000)
 reissuance of common stock
 previously cancelled              66,720          67         (67)               0            0
 shares issued in error         2,548,335           0           0                0            0               0
Net loss                                0           0           0                      (220,651)        (220,651)
                              -----------  ----------  ----------    -------------   -----------    -------------
Balance, Feb 28, 2005          27,105,344.    $27,105  $1,021,881                   $(1,117,547)      $  (68,561)
                              -----------  ----------  ----------    -------------   -----------    -------------

</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>

Apache Motor Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the years ended February 28, 2005 and 2004, and for the Period from
April 2, 1999 (Date of Inception) to February 28, 2005
(U.S. Dollars)
<S>                                                                       <C>                  <C>                   <C>
                                                                                                                   From
                                                                                                          April 2, 1999
                                                                                                               (Date of
                                                                                                              inception)
                                                                                                       to Feb. 28, 2005
                                                                          -----------     -----------  ----------------
                                                                              2005            2004
                                                                          -----------     -----------  ----------------

Operating activities
    Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (220,651)     $ (333,363)     $  (1,117,547)
    Adjustments to reconcile net
      (loss) to net cash provided by
      (used by) operating activities . . . . . . . . . . . . . . . . . .                           0              7,600
    Non cash expense depreciation. . . . . . . . . . . . . . . . . . . .                           0              9,694
         - technology rights expensed. . . . . . . . . . . . . . . . . .                     246,656            246,656
         - shares for services . . . . . . . . . . . . . . .                  68,500               0            118,500
         - shares for license and start-up costs . . . . . . . . . . . .                           0              (4500)
Change in operating assets & liabilities . . . . . . . . . . . . . . . .     157,926          85,931            251,721
                                                                          -----------     -----------  ----------------
Net cash provided by (used in)
    operating activities . . . . . . . . . . . . . . . . . . . . . . . .       5,775            (776)          (487,876)
                                                                          -----------     -----------  ----------------
Investing Activities
    Capital assets acquired. . . . . . . . . . . . . . . . . . . . . . .                                         (5,590)
                                                                          -----------     -----------  ----------------
Financing Activities

Cash from issuance of stock. . . . . . . . . . . . . . . . . . . . . . .     157,135               0            499,242
                                                                          -----------     -----------  ----------------
Inflow (outflow) of cash . . . . . . . . . . . . . . . . . . . . . . .         5,775            (776)             5,775

Cash, beginning of period. . . . . . . . . . . . . . . . . . . . . . . .           0             776                  0
                                                                          -----------     -----------  ----------------
Cash, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    5,775      $        0       $      5,775
                                                                          -----------     -----------  ----------------
Supplemental information
   Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        0      $        0
   Taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        0      $        0
   Non cash investing and financing activity
   Shares issued for proposed          . . . . . . . . . . . . . . . . .
   Acquisitions                                                           $               $   20,000
   Shares issued for debt          . . . . . . . . . . . . . . . . . . .  $  410,144      $        0
   Share Issuance for Director's
   Compensation                        . . . . . . . . . . . . . . . . .  $   10,500      $        0
   Shares for services                         . . . . . . . . . . . . .  $   58,000      $        0
   Cancellation of shares
   re: Manter Agreement              . . . . . . . . . . . . . . . . . .  $  (20,000)     $        0

See notes to financial statements.
</TABLE>


                                       14
<PAGE>



Apache  Motor  Corporation
(a  Development  Stage  Company)
NOTES  TO  FINANCIAL  STATEMENTS
Year  Ended  February  28,  2005,  2004  and  2003

1.     NATURE  OF  OPERATIONS  AND  BASIS  OF  PRESENTATION

a)  Organization

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.

Pursuant  to  an  Agreement  and  Plan of Merger 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
pre-split  shares of common stock of the Company plus $35,000  and  merged  with
Cambridge  (the  "Merger").

The  Company  had  22,500,000 pre split shares of common stock, $0.001 par value
per  share,  issued  and  outstanding  prior  to  the Merger, and 22,550,000 pre
split  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. The Company chose to
adopt its own year end of February 28 and is reporting accordingly (the year end
of  Cambridge  was  also  February  28.)

Pursuant  to  an  Agreement  and  Plan  of  Exchange  the  "Exchange") effective
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 pre split
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. Pursuant to the exchange, certain
shareholders  of  the  Company  agreed  to  cancel 9,500,000 pre-split shares of
common  stock  of  the Company and the Company agreed to issue 500,000 pre-split
shares  of  common  stock  for  fees.

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  pre-split  (139,280 post split) 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.  The Company retained the asset and returned the shares of the
subsidiary  to  the  original  owners.

On May 3, 2004 the Company terminated an agreement to acquire 100% of the issued
share  capital  of  Manter  Enterprises  Inc.  and  cancelled  the  20,000,000
(pre-split)  shares  (266,667  post-split)  of  common  stock  of  the  company
previously  issued  in  trust  for  Manter  subject to a performance agreement.

                                       15
<PAGE>

On  April 16, 2004, the Company issued 48,430,400 pre-split (645,739 post-split)
of  its  common shares in settlement of $242,152 in promissory notes payable and
approved the issuance of 4,000,000 pre-split (53,333 post-split) of common stock
to  3D  Environment  Technology  for  services  rendered,  in  payment  for work
completed  specifically  for  acquisitions  to  be  made  by  the  Company.

After  the issuance of 48,430,400 common shares mentioned above, May 3, 2004 the
Board of Directors approved a 1:75 reverse stock split. The Company reissued the
5,004,000  (pre-split)  (66,720  post-split)  common shares cancelled during the
year.

On  June 7, 2004 the Company completed a 1:75 reverse stock split. All share and
per share amounts for all periods presented herein have been restated to reflect
the  reverse  stock  split.

On  June  8,  2004,  the  Company  cancelled  the  total  amount  of  10,446,000
(pre-split)  (139,280  post-split)  shares  of  common  stock  of  the  Company
previously  issued  to  Robert  Wither and his associated company as part of the
shares  of  common  stock  issued  to  acquire  Apache  in  2001 (note  1).

On July 1, 2004 The Company issued 350,000 shares of common stock to each of its
three  directors  (for  a  total  of  1,050,000  shares  of  common  stock)  in
remuneration for services rendered to the company and fairly valued at $3,500 to
each  director;  issued  250,000 shares of common stock to a former director for
services  rendered  and  fairly  valued  at  $2,500 and issued 307,220 shares of
common  stock  valued  at  $0.01  per  share  as settlement of debt and accounts
payable  incurred  for  services  previously  rendered.

On  November  12,  2004 the Company issued 650,000 shares of common stock fairly
valued  at $6,500 to each of its prior three directors (for a total of 1,950,000
shares  of  common  stock) in remuneration for services rendered to the company;
issued  3,600,000  shares  of common stock, fairly valued at $36,000 to a former
director  for  services rendered; issued 9,970,500 shares of common stock valued
at  $0.01  per share as settlement of debt and issued 6,521,497 shares of common
stock  also  valued  at  $0.01  as  settlement  of accounts payable incurred for
services  previously  rendered.

Subsequent  to the year ended February 28, 2005, the Company cancelled 2,548,000
shares  of common stock valued at $0.01 per share previously issued in duplicate
for  services  rendered.

b)  Development  State  Activities

To  date,  the  Company's  only  activities  have been organization, directed at
acquiring  its  principal  asset, raising its initial capital and developing its
business  plan.

In  a  development  stage  company, management devotes most of its activities in
investigating  business opportunities. Planned principal activities have not yet
begun.

c)  Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss of $1,117,547 for the period from Inception, April 2, 1999 to February
28,  2005,  and  has  no  sales. The future of the Company is dependent upon its


                                       16
<PAGE>

ability  to  obtain  financing  and  upon  future profitable operations from the
development  of its services. Management has plans to utilize debt and/or equity
financing  to  fund its short-term and long-term needs. The financial statements
do not include any adjustments relating to the recoverability and classification
of  recorded  assets,  or  the amounts of and classification of liabilities that
might  be  necessary  in  the  event  the  Company cannot continue in existence.

2.  SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States of America.
Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.


a)  Organization  and  Start  Up  Costs

Costs  of  start  up  activities,  including  organization costs are expensed as
incurred.

b)  Development  Stage  Company

The  Company  is  a  development  stage  company as defined in the Statements of
Financial      Accounting Standards No. 7. The Company is devoting substantially
all  of  its present efforts to establish a new business and none of its planned
principal operations have commenced. All losses accumulated since inception have
been  considered  as  part  of  the  Company's  development  stage  activities.

c)  Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported amounts of revenues and expenses during the period. Actual results
could  differ  from  those  estimates.

d)  Basis  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted average number of common shares outstanding.  Diluted loss per
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the  additional  common  shares  were  dilutive.  At  February 28, 2005, the
Company  has  no  stock  equivalents that were anti-dilutive and excluded in the
net loss  per  share  computation.

e)  Income  Taxes

The  Company  follows  the liability method of accounting for income taxes under
which  deferred  tax  assets  and  liabilities are recognized for the future tax
consequences  of  (i)  temporary differences between the tax bases of assets and

                                       17
<PAGE>

liabilities,  and  their  reported amounts in the financial statements, and (ii)
operating  loss  and  tax  credit  carry forwards for tax purposes. Deferred tax
assets  are  reduced  by  a  valuation  allowance  when, based upon management's
estimates,  it is more likely than not that a portion of the deferred tax assets
will  not  be  realized  in  a  future  period.

The  Company  is  in  the  process  of  filing  income  tax  returns.

f)  Financial  Instruments

The  Company's  financial  instruments  consist  of  cash,  accounts payable and
accrued  liabilities  and  loans  payable.

It  is  management's  opinion  that  the  Company  is not exposed to significant
interest  or  credit  risks  arising  from these financial instruments. The fair
value  of  these  financial  instruments  approximate  their  carrying  values.

g)  Stock  Based  Compensation

The  Company  accounts for employee stock based compensation using the intrinsic
value  method  prescribed  in  "Accounting  Principles  Board  Opinion  No. 25 -
"Accounting  for  Stock  Issued  to  Employees"  and  related  interpretations.
Accordingly,  compensation  cost for stock options is measured as the excess, if
any,  of  the  fair value of the Company's common stock at the date of the grant
over  the  amount an employee must pay to acquire the common stock. Non-employee
stock  based  compensation  is  accounted  for  using  the  fair value method in
accordance  with  SFAS No. 123 - "Accounting for Stock Based Compensation". The
Company feels that this will have an impact on the Company to the extent that it
grants  options  to  its  directors  and  employees.

h)  New  Accounting  Standards

RECENT  ACCOUNTING  PRONOUNCEMENTS

i.  In  January  2003  the  FASB  issued Interpretation No. 46, Consolidation of
Variable  Interest  Entities,  an interpretation of Accounting Research Bulletin
No.  51,  Consolidated  Financial  Statements.  Interpretation  46  establishes
accounting  guidance  for  consolidation  of  variable  interest  entities  that
function to support the activities of the primary beneficiary. Interpretation 46
applies  to  any  business  enterprise  both  private  and  public  that  has  a
controlling  interest,  contractual  relationship or other business relationship
with a variable interest entity. The company has no investment in or contractual
relationship  or other business relationship with a variable interest entity and
therefore  the  adoption  did  not have any impact on the Company's consolidated
financial  position,  results  of  operations  or  cash  flows.

ii. On  April 30, 2003 the FASB issued Statement No. 149, Amendment of Statement
133  on Derivative Instruments and Hedging Activities. Statement 149 is intended
to  result  in  more  consistent  reporting  of contracts as either freestanding
derivative  instruments  subject  to Statement 133 in its entirety, or as hybrid
instruments  with  debt  host  contracts  and  embedded  derivative features. In
addition,  Statement  149  clarifies the definition of a derivative by providing
guidance  on  the  meaning  of  initial  net investments related to derivatives.
Statement 149 is effective for contracts entered into or modified after June 30,
2003.  The  adoption  of  Statement 149 did not have any effect on the Company's
consolidated  financial  position,  results  of  operations  or  cash  flows.

                                       18
<PAGE>


iii.  On  May 15, 2003 the FASB issued Statement No. 150, Accounting for Certain
Financial  Instruments  with  Characteristics  both  Liabilities  and  Equity.
Statement 150 establishes standards for classifying and measuring as liabilities
certain  financial  instruments  that  embody obligations of the issuer and have
characteristics  of  both  liabilities  and  equity.  Statement 150 represents a
significant  change  in  practice  in  the  accounting for a number of financial
instruments,  including  mandatory  redeemable  equity  instruments  and certain
equity  derivatives that frequently are used in connection with share repurchase
programs.  Statement  150  is effective for all financial instruments created or
modified  after  May  31, 2003 and to other instruments as of September 1, 2003.
The  adoption  of  Statement  150 on June 1, 2003 did not have any impact on its
consolidated  financial  position,  results  of  operations  or  cash  flows.

iv.  In 2004,  FASB  issued a revision of FASB Statement No. 123, Accounting for
Stock-Based  Compensation.  This  Statement  supersedes  APB  Opinion  No.  25,
Accounting  for  Stock  Issued  to  Employees,  and  its  related implementation
guidance. The revised pronouncement requires that all stock options and warrants
be accounted for using the Fair Value Method.  This pronouncement will impact on
the  Company,  as  the  Company  currently accounts for all options and warrants
using  the  Intrinsic  Value  Method.

v.  FIN 46(R), Consolidation of Variable Interest Entities, applies at different
dates  to  different  types  of enterprises and entities, and special provisions
apply  to  enterprises  that  have  fully or partially applied Interpretation 46
prior  to  issuance of Interpretation 46(R). Application of Interpretation 46 or
Interpretation  46  (R)  is  required in financial statements of public entities
that  have  public interests in variable interest entities or potential variable
interest  entities  commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application by public entities (other than small
business  issuers)  for  all  other  types  of entities is required in financial
statements  for  periods  ending  after  March  15,  2004.  Application by small
business  issuers  to  entities  other  than  special-purpose  entities  and  by
non-public  entities  is required at various dates in 2004 and 2005. There is no
impact  on  the  Company's  financial  statements.

vi.  In  December  2004,  the FASB  issued SFAS Statement No. 153, "Exchanges of
Nonmonetary  Assets."  The  statement  is  an amendment of APB Opinion No. 29 to
eliminate  the  exception for nonmonetary exchanges of similar productive assets
and  replaces  it  with  a general exception for exchanges of nonmonetary assets
that do not have commercial substance. The Company believes that the adoption of
this  standard  will  have  no  material  impact  on  its  financial statements.

vii.  In  December  2004,  FASB  issued  a  revision  to  Statement  No.  123,
Accounting  for  Stock-Based  Compensation  which supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees.  The revised SFAS  123  eliminates the
alternative  to  use  Opinion  25's  intrinsic  value  method  of accounting and
instead,  requires  entities to recognize the cost of employee services received
in  exchange for awards of equity instruments based on the grant-date fair value
of  those  awards.  Furthermore,  public  entities  are  required  to  measure
liabilities  incurred  to  employees in share-based payment transactions at fair
value  as  well  as  estimate  the number of instruments for which the requisite
service  is  expected  to  be rendered.  Any incremental compensation cost for a
modification of the terms or conditions of an award is measured by comparing the
fair  values  before  and  after  the  modification.

                                       19
<PAGE>


For  public  entities that file as small business issuers, the effective date of
the  revised  Statement  is  as  of the beginning of the first interim or annual
reporting  period  that  begins  after December 15, 2005.  The Company currently
uses  the  intrinsic  value  method.

i)     Foreign  Currency  Translation

a)  Amounts  recorded  in  foreign  currency are translated into U.S. dollars as
flows;

(i)Assets  and  liabilities  at the rate of exchange in effect as at the balance
sheet,  date;  and

ii)Revenues and expenses at the average rate of exchange for the year.

Gains  and losses arising from this translation of foreign currency are included
in  income.

j)  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 been restated to reflect the 1:75 reverse
stock split  which  occurred  June  7,  2004.

k)  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 held 10,620,000 pre-split shares of the Company (10,446,000
pre-split  shares  were  subsequently  cancelled).  Management  of  the  Company
evaluated the carrying value of the technology rights and felt that there was an
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  2004.

l)  Financial  Instruments

The  Company's  financial instruments include cash, accounts payable and accrued
liabilities,  promissory  notes payable, 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.

3.        TECHNOLOGY

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

                                       20
<PAGE>

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.  There  are no funding possibilities known to the Company at this
time.

At  February  28,  2005, the  carrying  value  of  the  radial engine was $1.00.

4.       SHARE  CAPITAL

a)  Issued  Shares

On  June  7,  2004,  the  Company's  completed  a  1:75  reverse  stock  split.

All  share  and  per  share  amounts  for  the  year ended February 28, 2005 and
comparative figures have been restated to reflect the reverse stock split unless
otherwise  indicated.

The par value of the common stock remained unchanged at $0.001 and the number of
authorized  common  shares  remained  unchanged  at  100,000,000.


    2004
    Issuance:
     To  acquire  Manter
     Developments  Inc.                  266,667            $     267
    Cancellation                         (66,720)                 (67)
                                         -----------------------------

    2005
    Issuance  of  common  stock
    for  promissory  notes settlement    645,739            $ 242,152
    Issuance  of  common  stock
    for  director's  compensation      1,050,000            $  10,500
    Issuance  of  common  stock
    for  service                         250,000            $   2,500
    Issuance  of  common  stock
    for  debt                            307,220            $   3,072
    Issuance  of  common  stock
    for  services                      5,550,000            $  55,500
    Issuance  of  common  stock
    for  debt                         16,491,997            $ 164,920
    Cancellation  of  Manter
    agreement (post-split)              (266,667)           $    (267)
    Can.  of  Com.  Shares  on
    disposal  subsidiary                (139,280)           $    (139)
    -Reissuance  of  common
    stock  previously  cancelled          66,720            $      67
    Double  issued  shares  to  be
    cancelled (Note 8)                 2,548,335            $  25,483

5.        RELATED  PARTY  TRANSACTIONS
On  December  1, 2004, the Board of Directors approved the formation of a Nevada
subsidiary  company  - 3D Motors  Inc.. Dan  Goldman was appointed President and
Director  of  3D  Motors.  Inc. Dan Goldman was CEO and Director of Apache Motor
Corporation  from  May  6,  2004  -  December  2,  2004.

                                       21
<PAGE>

Dan Goldman continues to work with the Company (not as a Director) and acts as a
consultant  and  advises  the  Company  on  corporate  and  technology  matters.

Subsequent  to  the  year  end,  the  Company cancelled all shares issued to Dan
Goldman,  a  former  Director  of  Apache  Motor  Corporation


6.        NOTES  PAYABLE

                                                      2005            2004
                                                      ----            ----
     Promissory notes payable                      $18,445        $242,152
                                                    ------         -------

7.     INCOME  TAXES

The  Company  has operating losses which may be carried forward to apply against
future  year's taxable income. The components of future income tax assets are as
follows:


                                                 ----------           --------
                                                      2005            2004
                                                 ----------           --------
Future  income  tax  assets
  Non-capital loss carry forwards                $1,117,547           $896,896
  Approximate  tax  rate                                 35%                35%
                                                 ----------           --------
                                                    391,141            313,914
Valuation  allowance                               (391,141)          (313,914)
                                                 ----------           --------
                                                     $0                 $0
                                                 ----------           --------

8.        SUBSEQUENT  EVENTS

Subsequent  to the year ended February 28, 2005, the Company cancelled 2,548,000
shares  of common stock valued at $0.01 per share previously issued in duplicate
for  services  rendered.

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

     None.

ITEM  8A.  CONTROLS  AND  PROCEDURES
------------------------------------

     Evaluation  of  Disclosure  Controls  and  Procedures

Our  principal  executive officer and principal financial officer have evaluated
the  effectiveness  of  the  design  and operation of our disclosure control and
procedures  (as  defined  in  Rules  13a-15(e)  and  15d-15(e)  under  the

                                       22
<PAGE>


Securities Exchange Act of 1934, as amended) as of the end of the period covered
by  this  annual  report on form 10-KSB. Based on this evaluation, our principal
executive  officer  and  principal  financial  officer  concluded  that  these
disclosure  controls and procedures are not effective and not designed to ensure
that  the  information  required  to  be disclosed in reports filed or submitted
under  the  Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized  and  reported  within  the requisite time period. In response to the
observations  made  by the auditors, the Company will proceed more expeditiously
with  its  existing  plan  to  enhance  the  Company's  internal  controls  and
procedures,  which  it  believes  addresses  each  of  the matters raised by the
auditors.


In  connection with its audit of the Company's financial statements for the year
ended  February 28, 2005, the company's independent accountants (the "Auditors")
advised  the  Audit  Committee  and  management  of certain significant internal
control  deficiencies  that  they considered to be, in the aggregate, a material
weakness, including, inadequate staffing and supervision leading to the untimely
identification  and resolution of certain accounting matters; failure to perform
timely  reviews, substantiation and evaluation of certain general ledger account
balances;  lack  of  procedures  or  expertise  needed  to  prepare all required
disclosures; and evidence that employees lack the qualifications and training to
fulfill  their  assigned  functions. The auditors indicated that they considered
these  deficiencies  to  be  a  material  weakness as that term is defined under
standards established by the American Institute of Certified Public Accountants.
A  material  weakness is a significant deficiency in one or more of the internal
control components that alone or in the aggregate precludes our internal control
from  reducing  to an appropriate low level the risk that material misstatements
in our financial statements will not be prevented or detected on a timely basis.

     Changes  in  Internal  Controls.

We  enhanced  our  internal control procedures in May 2005 by adding a part-time
dedicated  accountant  with  more  than  three  years  work  experience.  Her
responsibilities  include preparation of the Company's financial statements on a
quarterly  and  annual  basis  and preparation of budget-to-actual analyses on a
quarterly  basis.  We  believe  that  the addition of this resource will further
enhance  the  Company's  internal  control  over financial reporting in the near
term,  which  management  will  continue  to  monitor  on  a  regular  basis.

The  Company  is  in  the  process of adding in several executives in management
positions  including  management with specific business and financial expertise.
Management  is  also  looking to add new members to its' Board of Directors. The
Company is in the process of negotiating a financing that will allow the Company
to  hire more full-time personnel and set up long term corporate facilities. The
Company  has  been  negotiating  to finalize an acquisition with proven revenues
over  the  last  several  years.


ITEM  8B.   OTHER  INFORMATION
------------------------------

     None.

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

                                    PART III

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


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


                                       23
<PAGE>


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

Adam  Jenn              47      President,  Secretary,  and  a Director


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

At  February  28, 2005, none of the directors received any remuneration from the
Company.

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

The following table sets forth as of February 28, 2005 certain information known
to the Company regarding the beneficial ownership of the Company's common stock,
and as adjusted to reflect the share ownership for (i) each executive officer or
director  of  the  Company  who  beneficially owns shares; (ii) each stockholder
known to the Company to beneficially own five percent or more of the outstanding
shares  of its common stock; and (iii) all executive officers and directors as a
group.  The  Company  believes  that  the  beneficial owners of the common stock
listed  below,  based  on  information  furnished  by  such  owners,  have  sole
investment  and  voting  power with respect to such shares, subject to community
property  laws  where  applicable.


                                                              PERCENTAGE  OF
Name  and  Position              NUMBER  OF  SHARES           OUTSTANDING SHARES

Adam Jenn, President, Director        1,000,000                3.7%  director

ALL  EXECUTIVE  OFFICERS  AND
DIRECTORS  AS  A  GROUP (1 person)    1,000,000                3.7%

CHANGE  IN  CONTROL

The  Company  is  not  aware  on  any  arrangement  that would upset the control
mechanisms  currently  in  place.  Although it is conceivable that a third party
could  attempt  a  hostile takeover of the Company, the company has not received
notice  of  any  such  effort.


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

No  transactions  with management or other parties occurred during the year that
would  otherwise  be  reported  under  this  section.


                                     PART IV

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

EXHIBITS:  None.

REPORTS  ON  FORM  8-K:

2004-12-22


                                       24
<PAGE>


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

<TABLE>
<CAPTION>
Table of Audit Fees paid to Pannell Kerr Forster.

<S>                   <C>             <C>                 <C>       <C>
Pannell Kerr Forster  Audit Services  Audit Related Fees  Tax Fees  Other Fees
--------------------  --------------  ------------------  --------  ----------
2004 . . . . . . . .        7,000                   0         0           0
--------------------  --------------  ------------------  --------  ----------
2005 . . . . . . . .       18,684                   0         0           0
--------------------  --------------  ------------------  --------  ----------
</TABLE>



                                   SIGNATURES

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

APACHE  MOTOR  CORPORATION

By:     /s/  Adam  Jenn               Date:  July  13,  2005
        ---------------               ----------------------
       Adam  Jenn,  President  and  Director


                                       25
<PAGE>


CERTIFICATIONS  OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
     Exhibit  31.1

                                 CERTIFICATIONS

I,  Adam  Jenn,  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  report;

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

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

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

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

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

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

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

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

July  13  2005
/s/  Adam  Jenn
 ---------------
Adam  Jenn
Acting  Chief  Executive  Officer


                                       26
<PAGE>

CERTIFICATIONS  OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit  31.2

                                 CERTIFICATIONS

I,  Adam  Jenn,  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  report;

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

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

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

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

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

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

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

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

July  13,  2005
/s/  Adam  Jenn
-------------------------
Adam  Jenn,
Acting  Chief  Financial  Officer

                                       27
<PAGE>

CERTIFICATIONS  PURSUANT  TO  SECTION  906  OF  THE  SARBANES-OXLEY  ACT OF 2002
                                                                    Exhibit 32.1

                           CERTIFICATIONS PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In  connection  with  the  Annual  Report  of  Apache Motor Corporation a Nevada
corporation  (the  "Company"), on Form 10-KSB for the fiscal year ended February
28,  2005,  as filed with the Securities and Exchange Commission (the "Report"),
Adam  Jenn,  Acting  Chief  Executive  Officer of the Company do hereby certify,
pursuant  to  Sec.  906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350),
that  to  his  knowledge:

     (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.


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

 Name:    Adam  Jenn

 Title:   Acting  Chief  Executive  Officer

 Date:    July  13,  2005

[A  signed  original  of this written statement required by Section 906 has been
provided  to  Apache  Motor  Corporation  and  will  be retained by Apache Motor
Corporation and furnished to the Securities and Exchange Commission or its staff
upon  request.]

                                       28
<PAGE>

CERTIFICATIONS  PURSUANT  TO  SECTION  906  OF  THE  SARBANES-OXLEY  ACT OF 2002
                                                                    Exhibit 32.2

                           CERTIFICATIONS PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In  connection  with  the  Annual  Report  of Apache Motor Corporation, a Nevada
corporation  (the  "Company"), on Form 10-KSB for the fiscal year ended February
28,  2005,  as filed with the Securities and Exchange Commission (the "Report"),
Adam  Jenn,  Acting  Chief  Financial  Officer of the Company do hereby certify,
pursuant  to  Sec.  906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350),
that  to  his  knowledge:

     (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.


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

 Name:    Adam  Jenn

 Title:   Acting  Chief  Financial  Officer

 Date:    July  13,  2005

[A  signed  original  of this written statement required by Section 906 has been
provided  to  Apache  Motor  Corporation  and  will  be retained by Apache Motor
Corporation and furnished to the Securities and Exchange Commission or its staff
upon  request.]




                                       29