U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                   FORM 10-KSB
                                 Amendment No. 2

                                   (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, 2002
                   -------------------------------------------
                                       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.)


     #302B, 1725 - 10TH avenue, S.W.                 (403) 212 1425
       Calgary, AB, Canada T3C 0K1                   --------------
       ---------------------------              (Registrant's phone number)
 (Address of principal executive offices)

Copies to:  Suite  #676,  141-757  West  Hastings  Street,
Vancouver,  British  Columbia,  Canada  V6C  1A1


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

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

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
(1)  Yes [X]  No  [ ]  (2)  Yes  [X]  No  [ ]

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

Registrant's  revenues  for  its  most  recent  fiscal  year:     $nil
                                                                  ----
State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of  the  registrant.  The  aggregate  market  value shall be
computed  by  reference to the price at which the common equity was sold, or the
average  bid  and  asked  prices  of  such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405,  17  CFR  230.405)
Note  -  If  a  determination  as to whether a particular person or entity is an
affiliate  cannot be made without involving unreasonable effort and expense, the
aggregate  market  value  of  the  common  stock  held  by non-affiliates may be
calculated  on  the  basis  of  assumptions  reasonable under the circumstances,
provided  that  the  assumptions  are  set  forth  in  this  Form.
Aggregate  market  value  of  voting  common equity held by non-affiliates as of
February  28,  2002:  $  3,000,000
Aggregate  market value of non-voting common equity held by non-affiliates as of
February  28,  2002:  $  NIL

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as  of  the  latest  practicable  date.
Outstanding  shares  of  common  stock  as  of  February  28,  2002:  30,100,000
Outstanding  shares  of  preferred  stock  as  of  February  28,  2002:  Nil

Documents  incorporated  by  reference:  None

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

                                        1
<PAGE>

                            APACHE MOTOR CORPORATION

                                    Index to
                    Transitional Annual Report on Form 10-KSB
                      For the Year Ended February 28, 2002

Part  I                                                                    Page
-------                                                                    ----
Item  1     Description  of  Business                                         3
Item  2     Description  of  Property                                         6
Item  3     Legal  Proceedings                                                6
Item  4     Submission  of  Matters  to  a  Vote  of  Security  Holders       6

Part  II
--------
Item  5     Market  for  Common  Equity  and  Related  Stockholder Matters    6
Item  6     Management's  Discussion  and  Analysis  of  Financial
            Condition or  Plan  of  Operation                                 6
Item  7     Financial  Statements                                             8
Item  8     Changes  In  and  Disagreements  With  Accountants on
            Accounting and Financial  Disclosure                             15

Part  III
---------
Item  9     Directors,  Executive  Officers,  Promoters  and  Control
            Persons; Compliance With Section 16(a) of the Exchange  Act      16
Item  10    Executive  Compensation                                          16
Item  11    Security Ownership of Certain Beneficial Owners and Management   16
Item  12    Certain  Relationships  and  Related  Transactions               17
Item  13    Exhibits  and  Reports  on  Form  8-K                            17

Signatures                                                                   18


                                        2
<PAGE>
                                     PART I

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

CORPORATE  BACKGROUND

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

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

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

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

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

The  Company's  principal  business  objective with respect to the production of
engines  is  to  complete research and development of the radial engine begun by
Apache  and  then  manufacture  and market it. In addition, the Company plans to
manufacture  and  market  its own motorcycle line within the next several years.
Apache  had  designed  a  prototype  internal  combustion radial engine that the
Company  intends  to  re-engineer,  develop,  manufacture  and  market.  The
Company's  business  plan  has  3  steps:
1)  enhance  the  engine  in  order  to  improve current performance in areas of
horsepower,  torque,  reliability,  fuel  efficiency  and  appearance,
2)  manufacture  and  market  the  engines  for  aircraft  and motorcycles, and

                                        3
<PAGE>

3)  develop  and manufacture  products  that  utilize the engine, in particular,
motorcycles.

Initially, the Company is focusing on research and development pertaining to the
prototype  engine. The prototype physically models a practical spatial layout of
the  engine's  components  and demonstrates inter-operation of its key elements.
Once  it  has re-engineered the engine, the Company will begin manufacturing and
marketing  the re-designed engine and associated products. If sales exceed 3,000
units  annually,  the Company intends to create a plant capable of handling mass
production.  The  engine  is  to be assembled and marketed under the name Apache
Motor  Corporation.

The  Company  plans to develop what it calls the ALTUS series of radial engines.
ALTUS  stands  for  aluminum,  titanium and steel. The engines will be powerful,
lightweight  and  clean  burning.  The  Company's intent is to ultimately design
and  build  three  (Altus  R3),  six  (Altus  R6)  and  twelve  (Altus  R12)
cylinder  versions  of  its  radial  combustion  engine.  The  designs have been
completed  for the  three-cylinder engine but production of a prototype has been
put  on  hold  due  to lack of funds. In addition, the  Company  has  considered
working  on  a  design for power generation units that develop  30,  40  and  50
kilowatts  of  power  in  a  light  and  portable  unit. The estimates  for  the
weight  of  the  50  kilowatt  unit  are around 600 pounds, which would  be  the
lightest  power  generation  unit  of  its  capacity  available.

Over  the  past  year, the Company has encountered numerous delays in completing
the  radial  prototype  engine  and  is  presently  seeking  funding  as well as
alternative  manufacturing shops that have the specialized equipment required to
complete  the  engine  prototype.

Vitamin  Business
------------------

The  Company  has not abandoned its Vitamineralherb.com license but is unable to
focus  its limited resources on its development. It is management's opinion that
the Company's future is with the development of its radial engine and management
intends  to  focus  the  Company's  limited  resources  on  that  development.

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,  both  the  engines  and  the  vitamin products, will exceed the
Company's  current  funding.  The  Company,  therefore,  will  have  to  obtain
additional  funding  through  an  offering  of its securities or through capital
contributions from its stockholders.  No commitments to provide additional funds
have  been  made  by  management  or stockholders.  Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company  or  at  all.

Marketing,  Distribution  and  Sales  of  the  Engines
-------------------------------------------------------

Once  funding  is obtained, marketing  of  the  engine  will  begin  during  its
development stage to build interest  among prospective promoters in the industry
as  well  as  in  an  effort  to  attract  investors.  The  Company  may  pursue
relationships  with  other  companies to manufacture  and  market  its  engines.

The Company will initially focus on the aviation, motorcycle and outboard marine
markets.  The  reason for starting with these markets is due to the advantage of
marketing  through  technical  writers  who write for magazines devoted to those
markets.  The  value  of  this  free  marketing  is  substantial  as the Company
launches  its  products.

                                        4
<PAGE>

The  Company  expects to test the six-cylinder engine (the Altus R6) first.  The
marketing  will  begin  by  focusing  on  technical writers who publish articles
in  aviation  magazines.  The  Company  will  also attend all of the major trade
and  air  shows.

Additional  marketing  will be conducted through advertising in major motorcycle
publications  with  the  Company's  engine  on a prototype motorcycle for custom
motorcycle  builder  applications.  Other  marketing  may  come  in  the form of
articles  in  business  magazines  and  possibly  television shows such as Speed
Vision  TV  and  CBC  Venture.

Competition  in  the  Engine  Production  Industry
---------------------------------------------------

The  world's  present  population  of  stationary  and  automotive  engines  is
predominantly  comprised  of  two  technologies  -  reciprocating  piston (spark
ignition  and  diesel) and gas turbine. The Company's engine is believed to be a
potential  replacement  for  both  types  of  engines  in  a  large  range  of
applications.

The  radial  engine  can be scaled up or down to create engines ranging in power
from  10  HP  to  500  HP.  Additionally,  these  engines  can  accommodate fuel
injection,  turbo  charging  and  distributor-less  ignition systems, as well as
frictionless  bearings.  The  radial  engine  runs  exceptionally  smoothly  and
requires  no  rubber  mounting to eliminate vibration. The Company believes that
there  are  no  engines  in  the  market today with the cosmetic appeal and fuel
economy  and power to weight advantage of its engines. The cost of manufacturing
the  engines  is  anticipated  to be relatively low due to the reduced number of
moving  parts,  its  weight and size and the fact that it is air-cooled and does
not  require  complex  castings,  hoses  and  other  belt  or  sprocket  driven
mechanisms.  With  the  Vented  Valve,  Platinum  Vapor Injection system, Triple
Inter-head Cams, Digital Electronic Ignition and Fuel Injection, the engines are
expected  to  be the most powerful, lightweight, fuel efficient and low emission
engines  available.

Many  of  the  Company's  potential competitors have longer operating histories,
larger  customer  or  user  bases,  greater  brand recognition and significantly
greater  financial,  marketing and other resources than the Company. The Company
plans  to  attract  and retain consumers through the following key attributes of
its  business:

   *  Direct  sales  to  purchasers  via  advertising  in selected magazines and
      journals;
   *  Direct  sales  via  trade  shows;
   *  Promotion  in  local  and  national  dealer  showrooms;  and
   *  Reviews  in  trade  journals  and  other  similar  media  forums.

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

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

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

There  are  no  specific government regulations known to us, other than standard
business  practice,  law  and  conduct,  which  might effect us in following our
business  plan.  The  manufacture  and  use  of  the  Company's  products may be
subject  to  regulation  by  one  or  more  U.S. federal agencies, including the


                                        5
<PAGE>


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 internal combustion
engine  use  and  result  in  a  decline  in  the  Company's  prospects.

Employees
----------

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

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

Apache  does  not  currently  own or lease any property.  The Company intends to
find  a  suitable  space  in  the  near future, once funding is obtained and the
Company  is  able  to  pursue  its  business  plan.

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

The  Company  is  not  party  to any pending legal proceeding or litigation  and
none  of  its  property  is  the  subject  of  a  pending  legal  proceeding.
Further,  the  Company is not aware of any legal proceedings against  Apache  or
its  property.

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

No  matters were submitted to the stockholders during the year ended
February  28,  2002.

                                    PART II

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

No  change  since  previous  filing

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
---------------

Special  Note  Regarding  Forward  Looking  Statements

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

                                        6
<PAGE>


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

For  the  most  recent  fiscal  year,  the  company  incurred  a  loss  in  the
amount  of  $258,548  Cdn,  compared to a loss of $111,069 in the previous year.
Both  years  losses  are  a  result  of  organizational  expenses  and  expenses
associated  with  setting  up  a  company  structure  to  begin implementing its
business  plan.  The  Company  anticipates  that  until  these  procedures  are
completed, it will not generate revenues, and may continue  to operate at a loss
thereafter,  depending  upon  the  performance  of  the  business.

The  Company's  business plan with respect to its engine business is to continue
research and development of its engine products, to build a prototype engine, to
conduct  marketing  research  to  determine  the demand for its products, and to
verify the target markets.  Upon research completion, the Company plans to begin
producing,  marketing,  and  selling  the  engine  products.

During  the  fiscal  year  ended February 28, 2002, Apache spent $24,610, for an
accumulated  total  of  $77,813,  towards the  research  and  development of the
Apache  motor.  The  Company intends to take the  next  step  and  complete  the
working  prototype.  Once  it  has  built  the  prototype  engine,  the  Company
will  conduct  market  research  to  identify  its  target  markets  and  begin
manufacturing and marketing the re-designed engine and associated  products.  If
sales  exceed 3,000 units annually, the Company intends to  lease  or  construct
a  plant  capable  of  handling  mass  production.

The  Company  is  in  preliminary  negotiations  with an oil and gas exploration
company  whose  related technology will require use of the radial engine for its
drilling  rigs  and  power generation units. This opportunity will provide, once
signed,  a  strategic alignment for the Company to expand its engine development
and  markets.

The  Company  has  decided  to  put  on  hold  any  plans  with  respect  to its
Vitamineralherb.com business due to limited working capital and the lack of time
available  from  management  due  to  the  Company's  demanding  focus  on  the
development  of  the radial engine. Management is of the opinion that the future
financial  viability of the Company is in the production and sales of the radial
engine.

During  the  period  from April 2, 1999 (date of incorporation) through February
28,  2002,  the  Company  has  engaged  in  no significant operations other than
organizational  activities. The Company received no revenues during this period.

For  the  current  fiscal year ending February 28, 2002, the Company incurred  a
loss  as  a  result  of  organizational  expenses  and  expenses associated with
implementing  its  business  plan.  The  Company  anticipates  that  until these
procedures  are  completed,  it  will not generate revenues, and may continue to
operate  at  a  loss thereafter, depending upon the performance of its business.
Accordingly,  there  can  be  no  assurance  that  any  additional funds will be
available  on  terms  acceptable to the Company or at all. The  Company  has  no
commitments  for  capital  expenditures.  In  the  process of carrying  out  its
business  plan,  the  Company  may  determine  that  it  cannot raise sufficient
capital  to  support  its  business  on  acceptable  terms,  or  at  all.  The
possibility  exists that the board of directors may decide that  it  is  in  the
best  interests of the corporation and its stockholders to liquidate one or both
of its lines of businesses, or to enter into a new line of business  altogether.
The  board,  however,  is  not  currently  considering  such  action.

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

The  Company  remains  in  its  developmental  stage  and,  since inception, has
experienced  no  significant  change  in  liquidity  or  capital  resources  or

                                        7
<PAGE>

shareholders'  equity.  The  Company  expects  to carry out its plan of business
as  discussed  above.  The  officers  and  directors  of  the Company will serve
without  compensation  until  a  market  is  developed  for  the  engine  and/or
Vitamineralherb.com  products  or  the  Company  successfully  pursues  another
source  of  revenue.

As  a result of its move into the business of engine production, the Company has
identified  persons  who  are interested in investing in the Company.  Since the
Company  does not anticipate generating significant revenues over the next year,
it  intends  to depend upon equity financing through private placement offerings
of  its  common stock to fund the implementation of its business plan.  Over the
longer  term,  two  to  five  years,  the Company expects to fund its operations
through  a  combination  of  revenues from operation of its business and through
additional  equity  financing.

Once  it  finishes developing its prototype engine, the Company believes it will
need  further  capital  infusions  to  bring  the engine to market and achieve a
sustainable  sales level where ongoing operations can be funded out of revenues.
This  capital  infusion  is  intended to cover costs of production, advertising,
hiring  and  paying  salespeople,  and  administrative  expenses.

The  Company  believes  that  the  registration  of  its common equity under the
Securities Exchange Act of 1934, as amended, will facilitate the transfer of its
stock  pursuant to Rule 144 and potentially assist with the creation of a market
for  its  stock.  The Company believes that this added liquidity will facilitate
the  Company's  efforts  to  raise  capital  from  private investors to fund its
short-term  business  operations.  The  Company  has initiated investor interest
in  the  Company.  The  Company  anticipates  that  it  will  require  $250,000
through  February  28,  2003,  which  it  plans  to  generate  from  private
investors.

The  Company  will  need  additional capital to carry out its business plans. No
commitments  to  provide  additional funds have been made by management or other
stockholders  or  investors.  Accordingly,  there  can  be no assurance that any
additional funds will be available on terms acceptable to the Company or at all.
The  Company  has  no  commitments  for capital expenditures.  In the process of
carrying  out  its business plan, the Company may determine that it cannot raise
sufficient  capital  to  support  either or both of its businesses on acceptable
terms,  or  at  all.

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

Report  of  Independent  Chartered  Accountants                               9

Consolidated Balance Sheets as at February 28, 2002 and 2001                 10

Consolidated Statements of Operations for the years ended February 28,
2002, and 2001, and  for  the  period from November 26, 1999 (Date
of Inception) to February 28, 2002                                           11

Consolidated  Statement  of Changes in Stockholders Equity for the period
From November 26, 1999  (Date  of  Inception) To  February  28,  2002        12

Consolidated  Statement of Cash Flows for the years ended February 28,
2002, and 2001 and for  the  Period from November 26, 1999 (Date of
Inception) to February 28, 2002                                              13

Notes  to  Financial  Statements                                             14



                                        8
<PAGE>


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, 2002 and 2001, the statements of operations
and cash flows for the years ended February 28, 2002 and 2001, and from the date
of  inception  (November  26,  1999)  to  February 28, 2002 and the statement of
changes  in stockholders' equity from  the date of inception (November 26, 1999)
to  February  28, 2002. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Apache Motor Corporation  (A
Development Stage Company), as at February 28, 2002 and 2001 and  the results of
its operations and its cash flows for the years ended February 28, 2002 and 2001
and  for  the  period from the date of inception (November 26, 1999) to February
28,  2002  in  accordance  with  accounting principles generally accepted in the
United  States  of  America.

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


As discussed in Note 4 to the consolidated financial statements, the Company has
restated  its  previously issued 2002 and 2001 consolidated financial statements
and  financial  statement  schedules.





"Pannell  Kerr  Forster"

Chartered  Accountants


Vancouver,  Canada
June  13,  2002

(Except  for  Note  4  as  to  which  the  date  is  October  15,  2002)



                                        9
<PAGE>
<TABLE>
<CAPTION>


Apache Motor Corporation
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
February 28
(U.S. Dollars)
<S>                                                                            <C>             <C>
                                                                                        2002            2001
                                                                                 ------------    ------------
                                                                                       (Restated  Note  4)


ASSETS
Current
    Cash                                                                       $       2,057   $      12,872
    Accounts receivable                                                                3,120           1,489
                                                                               --------------  --------------
                                                                                       5,177          14,361

License                                                                                  519             906
Technology rights                                                                    240,176         240,176
Capital assets                                                                         4,806           8,265
                                                                               --------------  --------------

          Total Assets                                                         $     250,678   $     263,708
                                                                               --------------  --------------

LIABILITIES
Current

    Accounts payable and accrued liabilities                                   $      76,995   $      11,310
    Due to Company officers                                                           10,096               0
                                                                               --------------  --------------
                                                                                      87,091          11,310
                                                                               --------------  --------------

STOCKHOLDERS' EQUITY
Common Stock
    Authorized
      100,000,000 shares of common stock with a par value of $0.001 each
       20,000,000 shares of preferred stock with a par value of $0.001 each
    Issued and outstanding
       30,100,000 shares of common stock                                             511,342          377,167
                (4,500,000 - February 28, 2001)
Additional paid in capital                                                            59,000                0
Other comprehensive income (loss)                                                    (37,138)        (14,700)
Deficit accumulated during the development stage                                    (369,617)       (111,069)
                                                                               --------------  --------------
    Total Accumulated Stockholders' Equity                                           163,587         252,398
                                                                               --------------  --------------

           Total Liabilities and Stockholders' Equity                          $     250,678   $     263,708
                                                                               --------------  --------------

</TABLE>




See notes to consolidated financial statements.
                                       10
<PAGE>
<TABLE>
<CAPTION>

Apache  Motor  Corporation
(A  Development  Stage  Company)
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
For  the  years  ended  February  28, 2002, and 2001,
and  for  the  period  from November 26,  1999  (Date  of  Inception)  to  February 28, 2002
(U.S.  Dollars)

                                                                                  From
                                                                           November 26,
                                                                            1999 (Date
                                              Years Ended                 of Inception)
                                              February 28,              To February 28,
                                           2002           2001                    2002
                                    -----------        -------          --------------
                                               (Restated  Note  4)


<S>                                <C>            <C>            <C>
Expenses
    Amalgamation and merger costs   $   135,000     $        0          $      135,000
    Research and development             24,610         53,203                  77,813
    Professional and consulting fees     45,194          5,288                  50,482
    Office and administration            33,899         39,185                  73,084
    Telephone                            15,083          6,458                  21,541
    Entertainment and travel              3,650          1,958                   5,608
    Amortization                          1,112          4,977                   6,089
                                    -----------        -------          --------------
                                        258,548        111,069                 369,617
                                    -----------        -------          --------------

Net Loss                               (258,548)      (111,069)               (369,617)
Deficit, Beginning of Period           (111,069)             0                       0
                                    -----------        -------          --------------
Deficit, End of Period           $     (369,617)    $ (111,069)          $    (369,617)
                                    -----------        -------          --------------
Basic and Diluted loss per share $        (0.02)    $    (0.01)


Shares  Used  in Basic and Diluted
Loss Per Share Computation (after
giving effect to stock split on a
5 for 1 basis)                        15,050,000     13,500,000
                                    -----------     -----------



</TABLE>




See notes to consolidated financial statements.
                                       11
<PAGE>
<TABLE>
<CAPTION>


Apache  Motor  Corporation
(A  Development  Stage  Company)
CONSOLIDATED  STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
For  the  period  from  November  26,  1999  (Date  of  Inception)  to  February  28,  2002
(U.S.  Dollars - restated)

                                                                                           Other
                                                                            Additional     Compre-        Accumu-     Total
                                                                            Paid in        hensive        lated       Stockholders'
                                              Shares         Amount         Capital        Income         Deficit     Deficit
                                         -----------         ------         ----------     --------      --------     ---------
<S>                                              <C>           <C>                  <C>          <C>           <C>           <C>
Inception November 26, 1999                       0        $      0        $         0    $       0      $      0    $        0
Issuance of common stock:
  For organizational cost -
  April 2,1999, after
  April 20, 2001 stock split
  on a 5 for 1 basis                     12,500,000           2,500                  0            0             0             0
  For license -
  April 28, 1999, after
  April 20, 2001 stock split
  on a 5 for 1 basis                     10,000,000           2,500                  0            0             0             0
Net loss                                          0               0                  0            0      (111,069)     (111,069)
Other comprehensive income (loss)                 0               0                  0      (14,700)            0       (14,700)
Additional paid in capital on merger              0         372,667                  0            0             0       372,667
                                         ----------          ------            -------      -------      --------       -------
Balance-February 28, 2001                22,500,000         372,167                  0      (14,700)      (111,069)     252,398
Issuance of common stock to become
    preferred customer August 29, 2001       50,000              50                  0            0             0            50
Issuance of common stock to acquire
    Cambridge Creek Properties, Ltd          50,000              50                  0            0             0            50
Share issuance by subsidiary                      0         126,575                  0            0             0        126,575
Issuance of common stock to acquire
    The Apache Motor Corp.               16,500,000          16,500                  0            0             0        16,500
Cancellation of common stock             (9,500,000)         (9,500)             9,500            0             0             0
Issuance of common stock for services       500,000             500             49,500            0             0        50,000
Other comprehensive income (loss)                 0               0                  0      (22,438)            0       (22,438)
Net loss                                          0               0                  0            0      (258,548)     (258,548)
                                         ----------          ------            -------      -------      --------       -------
Balance-February 28, 2002                30,100,000        $511,342        $    59,000     $(37,138)    $(369,617)   $  163,587
</TABLE>


See notes to consolidated financial statements.
                                       12
<PAGE>
<TABLE>
<CAPTION>


Apache Motor Corporation
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
For  the  years  ended  February  28,  2002, and 2001, and for the Period from
November  26,  1999  (Date  of  Inception)  to  February  28,  2002
(U.S. Dollars)
<S>                                                           <C>         <C>                  <C>

                                                                                              From
                                                                                       November 26,
                                                                                     1999 (Date of
                                                                    Years Ended          inception)
                                                                    February 28,    to February 28,
                                                                   2002        2001           2002
                                                              ---------    --------    -----------
Operating activities

    Net (loss) - restated                                     $(258,548)  $(111,069)   $  (369,617)

    Adjustments to reconcile net
      (loss) to net cash provided by
      (used by) operating activities                              7,600           0          7,600
    Non cash expense - amortization                               1,112       4,977          6,089
    Changes in operating assets and
      liabilities                                                75,844       4,062         79,946
                                                               --------     -------         ------
Net cash provided by (used in)
    operating activities                                       (173,952)   (102,030)      (275,982)
                                                               --------     -------        --------
Investing Activities
    Technology rights                                                 0    (240,176)      (240,176)
    License                                                           0        (779)          (779)
    Fixed assets                                                      0      (7,310)        (7,310)
                                                               --------     --------       --------
                                                                      0    (247,565)      (247,565)
                                                               --------     --------       --------

Financing Activities
    Share capital                                               134,175     377,167         511,342
    Additional paid in capital                                   59,000           0          59,000
                                                               --------     --------        -------
                                                                193,175     377,167         570,342
                                                               --------     --------        -------
Effect of currency translation on cash                          (22,438)    (14,700)        (37,138)
                                                               --------     --------        -------
Inflow (outflow) of cash                                        (10,815)     12,872           2,057

Cash, beginning of period                                        12,872           0               0
                                                               --------     --------        -------
Cash, end of period                                           $   2,057   $  12,872     $     2,057
                                                               --------      -------         ------

Supplemental information
    Interest paid                                             $       0   $       0
    Taxes paid                                                $       0   $       0

See notes to consolidated financial statements.

</TABLE>




                                       13
<PAGE>
Apache  Motor  Corporation
(a  Development  Stage  Company)
Notes  to  Financial  Statements
February  28,  2002

1.     ORGANIZATION  AND  BASIS  OF  PRESENTATION

Apache  Motor  Corporation ("The Company") was incorporated April 2, 1999 in the
State  of  Nevada  as  Vitaminoverrun.com  Corp. and changed its name August 30,
2001  to  Apache  Motor Corporation. Pursuant to an Agreement and Plan of Merger
(the  "Merger Agreement") dated August  31,  2001, (effective September 4, 2001)
the  Company  acquired  all  of  the  outstanding  shares  of  common  stock  of
Cambridge  Creek  Companies,  Ltd.  ("Cambridge"),  a  Nevada  corporation, from
the shareholders of Cambridge in an exchange  for  an aggregate of 50,000 shares
of  common  stock  of  the Company plus $35,000.00  and  merged  with  Cambridge
(the  "Merger").

The  Company  had 22,550,000 shares of common stock, $0.001 par value per share,
issued  and  outstanding  prior  to the Merger, and 22,600,000 shares issued and
outstanding  following  the  Merger.  Cambridge  had  2,500,000 shares of common
stock,  par  value $0.001 per share, issued and outstanding prior to the Merger.
Immediately upon the effectiveness of the Merger, each Cambridge share of common
stock  was  cancelled.

Upon  the  effective  date of the merger Cambridge ceased to exist  and  all  of
its  assets and liabilities became those of the Company. On December  14,  2001,
the  Company  changed  its fiscal year end from August 31 to February  28 and is
reporting  accordingly  (the  year  end  of  Cambridge  was  also February  28).

Pursuant  to  a  voluntary  share  exchange  (the "Exchange") that took place on
September 12, 2001, the Company acquired all of the outstanding shares of common
stock of The Apache Motor Corp. ("Apache"), an Alberta, Canada corporation, from
the  shareholders of Apache in exchange for an aggregate of 16,500,000 shares of
its common stock. The Exchange was effectively a reverse takeover of the Company
by Apache, in that the shareholders of Apache became the majority holders of the
Company's  voting  common  stock. For accounting purposes the accounting records
of  Apache became the accounting records of the Company commencing from November
26, 1999, the date of inception of Apache. Pursuant to the Agreement and Plan of
Exchange  executed  in  connection  with  the  Exchange, certain shareholders of
the  Company  agreed  to  cancel 9,500,000 common shares of the Company's common
stock  and  the  Company  agreed  to  issue  500,000  common  shares  for  fees.

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

                                       14
<PAGE>

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     a)  Basis  of  Consolidation
         The  accounts of the Company and its wholly owned subsidiary have been
consolidated  on  a  line-by-line  basis.  Comparative  figures  reflect  the
consolidated  financial  position  and  operations  of  the  Company  and  its
subsidiary,  which  predate  the  acquisition  of  the  subsidiary.

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

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

         Office  furniture  and  equipment     20%
         Computer  equipment                   30%

         First  year  amortization  is  taken  at  50%  of  the  above  rates.

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

     e)  Research  and  Development
         The  company has allocated resources towards research and development.
These  costs  have  been  incurred  in  connection  with  work being done on the
development  of  the  new engine. These costs are expensed in the year incurred.

     f)  Technology  Rights
         The company acquired technology rights related to a new engine design.
As  consideration  for  the  sale  of these rights, the vendor was issued common
shares of the company. At the present time the vendor holds 10,620,000 shares of
the  subsidiary  company as a result of this transaction. This represented 64.3%
of  the  issued  and  outstanding  shares  of  the  subsidiary.

3.   DUE TO COMPANY OFFICERS
     Advances  from stockholders are non-interest bearing with no fixed terms of
repayment.


4.   RESTATEMENT
       The Company has restated its comparative balance sheet dated February 28,
2001  to  reflect an adjustment to the exchange rates originally used to convert
Canadian  dollars  to  US  dollars. As a result of this restatement, technology
rights  were  adjusted to $240,176 from $212,400. The Company's current accounts
were  also  adjusted  to  reflect  the  change  in conversion rates. The Company
restated  its common stock to properly reflect the balances carried forward from
its  subsidiary  company,  increasing  common  stock to $377,167 from $4,500 and
decreasing  additional  paid  in  capital from $325,280 to $NIL. The restatement
changed  the  deficit  to  $111,069  from  $120,372.

                                       15
<PAGE>

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

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

                                    PART III

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


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

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

DAVID  BOURNE                58    PRESIDENT,  AND  A  DIRECTOR

LARRY  WINTEMUTE             52    SECRETARY,  TREASURER  AND  A  DIRECTOR

LORNE  CATLING               46    MANAGER  OF  SALES  AND  MARKETING AND A
                                   DIRECTOR

CHRISTINE  CERISSE           48    DIRECTOR


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

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

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

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

David  Bourne                                   0                   0.0%  d

Christine  Cerisse                              0                   0.0%  d

Larry  Wintemute                          842,250(1)                2.8%  d

Lorne  Catling                            395,299(2)                1.3%  d

Robert  Wither                         10,486,000(3)               34.8%

Thomas  and  Viola  Edling
(husband  and  wife)                    2,000,000                   6.6%

ALL  EXECUTIVE  OFFICERS  AND
DIRECTORS AS A GROUP (4 persons)       1,237,549                    4.1%  d

(1)  Includes  663,250  shares  directly  owned  by Mr. Wintemute, 80,000 shares
beneficially  owned through Mr. Wintemute's spouse, Laurel Wintemute, and 99,000
shares  beneficially  owned  through  921655 Alberta Inc., an Alberta company of
which  Mr.  Wintemute  is  a  10%  stockholder.

(2)  Includes  56,100  shares  directly  owned by Mr. Catling and 339,199 shares
beneficially  owned through 754624 Alberta Ltd., an Alberta company of which Mr.

                                       16
<PAGE>

Catling  is  president,  director,  and  stockholder.

(3)  Includes  231,000  shares  directly  owned  by  Mr.  Wither,  40,000 shares
beneficially  owned  through Mr. Wither's spouse, Margaret Walsh, and 10,215,000
shares  beneficially  owned  through  850566 Alberta Inc., an Alberta company of
which  Mr.  Wither  is  president,  director,  and  stockholder.


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

No  change  since  previous  filing.

                                     PART IV

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

EXHIBITS:  None.

REPORTS  ON  FORM  8-K:  None.


                                       17
<PAGE>

                                   SIGNATURES

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

(Registrant)     APACHE  MOTOR  CORPORATION


By:     /s/  David  Bourne                    Date:  October  15,  2002
        ------------------                           ------------------
       David  Bourne
       President  and  Director


By:     /s/  Larry  Wintemute                  Date:  October 15,  2002
        ---------------------                         -----------------
       Larry  Wintemute
       Secretary,  Treasurer  and  Director


By:     /s/  Christine  Cerisse                Date:  October 15,  2002
        -----------------------                       -----------------
       Christine  Cerisse
       Director

By:     /s/  Lorne  Catling                     Date:  October 15,  2002
        -------------------                            -----------------
       Lorne  Catling
       Director




                                       18
<PAGE>