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

                                  FORM 10-KSB/A
                                   (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, 2003
                   -------------------------------------------
                                       OR
   [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

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

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

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


        Suite 676, 141- 757 West Hastings Street
        Vancouver, BC, V6C 1A1                       (604) 681 -7806
        ----------------------                       ----------------
    (Address of principal executive offices)     (Registrant's phone number)

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

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

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

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

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

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of  the  registrant.  The  aggregate  market  value shall be
computed  by  reference to the price at which the common equity was sold, or the
average  bid  and  asked  prices  of  such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405,  17  CFR  230.405)
Note  -  If  a  determination  as to whether a particular person or entity is an
affiliate  cannot be made without involving unreasonable effort and expense, the
aggregate  market  value  of  the  common  stock  held  by non-affiliates may be
calculated  on  the  basis  of  assumptions  reasonable under the circumstances,
provided  that  the  assumptions  are  set  forth  in  this  Form.
Aggregate  market  value  of  voting  common equity held by non-affiliates as of
February  28,  2003:  $  5,500,000.
Aggregate  market value of non-voting common equity held by non-affiliates as of
February  28,  2003:  $  NIL

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as  of  the  latest  practicable  date.
Outstanding  shares  of  common  stock  as  of  February  28,  2003:  30,100,000
Outstanding  shares  of  preferred  stock  as  of  February  28,  2003:  Nil

Documents  incorporated  by  reference:  None

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

                                        1
<PAGE>

                            APACHE MOTOR CORPORATION

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

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

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

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

Signatures                                                                   16


                                        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  their  Apache  stock  for  an  aggregate  of 16,500,000 shares of the
Company's common stock. This exchange was accounted for as a reverse takeover of
the  Company since the stockholders of Apache became the majority holders of the
Company's  voting  common  stock.


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

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

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

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

The  Company's  principal  business  objective with respect to the production of
engines  was  to  complete  the  research  and  development of the radial engine
begun by Apache  and  then  to manufacture  and market it. These plans have been
put  on  hold  due  to  lack  of  investor  interest  and  funding.

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

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


                                        3
<PAGE>

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

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

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

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

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

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

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

Employees
----------

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

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

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

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

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

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

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


                                        4
<PAGE>

                                    PART II

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

No  change  since  previous  filing

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

Special  Note  Regarding  Forward  Looking  Statements

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

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

For  the  most  recent  fiscal  year,  the  Company  incurred  a net loss in the
amount  of  $193,916  compared  to  a net loss of $258,548 in the previous year.
Both  years  losses  are  a  result  of  organizational  expenses  and  expenses
associated  with  setting  up  a  company  structure  to  begin implementing its
business  plan.  The  Company  anticipates  that  until  these  procedures  are
completed, it will not generate revenues, and may continue  to operate at a loss
thereafter,  depending  upon  the  performance  of  the  business.

The  Company's  business  plan  with  respect  to  its  engine business has been
placed  on  hold.

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

During  the  period  from  November  26,  1999  (date  of incorporation) through
February 28, 2003,  the  Company  has  engaged  in  no   significant  operations
other  than  organizational   activities.   The  Company  received  no  revenues
during  this  period.

For  the  current  fiscal year ending February 28, 2003, the Company incurred  a
loss  as  a  result  of  organizational  expenses  and  expenses associated with
implementing  its  business  plan.  The  Company  anticipates  that  until these
procedures  are  completed,  it  will not generate revenues, and may continue to
operate  at  a  loss thereafter, depending upon the performance of its business.

                                        5
<PAGE>

Accordingly,  there  can  be  no  assurance  that  any  additional funds will be
available  on  terms  acceptable to the Company or at all. The  Company  has  no
commitments  for  capital  expenditures.  In  the  process of carrying  out  its
business  plan,  the  Company  may  determine  that  it  cannot raise sufficient
capital  to  support  its business on acceptable terms,  or at all. The board of
directors  has  decided that  it  is  in  the  best interests of the corporation
and  its  stockholders  to  enter  into  a  new  line of business  altogether.

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

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

Since  the Company  does not anticipate generating significant revenues over the
next  year,  it  intends  to  depend  upon  equity  financing  through  private
placement  offerings  of  its  common  stock  to  fund the implementation of its
business  plan.  Over  the  longer  term,  two  to  five  years,  the  Company
expects  to  fund  its  operations  through  a  combination  of  revenues  from
operation  of  its  business  and  through  additional  equity  financing.  The
Company  anticipates that it will require  $250,000  through  February 28, 2004,
which  it  plans  to  generate  from  private  investors.

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


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

Report  of  Independent  Chartered  Accountants                                7

Consolidated  Balance  Sheets  as  at  February  28,  2003  and  2002          8

Consolidated Statements of Operations for the years ended February 28, 2003,
and 2002, and  for  the  period from November 26, 1999 (Date of Inception)
to February 28, 2003                                                           9

Consolidated  Statement  of  Stockholders' (Deficit) Equity for the period
from November  26,  1999 (Date  of  Inception)  to  February  28,  2003       10

Consolidated  Statement of Cash Flows for the years ended February 28, 2003,
and 2002, and  for  the  Period from November 26, 1999 (Date of Inception)
to February 28, 2003                                                          11

Notes  to  Consolidated  Financial  Statements                                12


                                        6
<PAGE>


REPORT  OF  INDEPENDENT  CHARTERED  ACCOUNTANTS

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

We  have  audited the consolidated balance sheets of Apache Motor Corporation (A
Development  Stage  Company)  as at February 28, 2003 and 2002, the consolidated
statements  of  operations  and cash flows for the years ended February 28, 2003
and  2002,  and  from  the date of inception (November 26, 1999) to February 28,
2003 and the consolidated statement of  stockholders' (deficit) equity from  the
date  of  inception  (November  26,  1999) to February 28, 2003. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position of Apache Motor
Corporation  (A Development Stage Company), as at February 28, 2003 and 2002 and
the  consolidated  results  of  its  operations and its cash flows for the years
ended  February  28, 2003 and 2002 and for the period from the date of inception
(November  26,  1999)  to  February  28,  2003  in  accordance  with  accounting
principles  generally  accepted  in  the  United  States  of  America.

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




"Pannell  Kerr  Forster"

Chartered  Accountants


Vancouver,  Canada
June  13,  2003



                                        7
<PAGE>
<TABLE>
<CAPTION>


Apache Motor Corporation
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS (NOTE 1)
February 28
(U.S. Dollars)
<S>                                                                            <C>         <C>
                                                                                    2003        2002
                                                                               ----------  ----------


ASSETS
Current
    Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     776   $   2,057
    Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .        886       3,120
                                                                               ----------  ----------
                                                                                   1,662       5,177

License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0         519
Technology rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    240,176     240,176
Capital assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,720       4,806
                                                                               ----------  ----------

          Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 243,558   $ 250,678
                                                                               ----------  ----------

LIABILITIES
Current

    Accounts payable and accrued liabilities. . . . . . . . . . . . . . . . .  $ 257,477   $  76,995
    Due to Company officers . . . . . . . . . . . . . . . . . . . . . . . . .     27,355      10,096
                                                                               ----------  ----------
                                                                                 284,832      87,091
                                                                               ----------  ----------


STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock
        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
        30,100,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . .     30,100      30,100
                (30,100,000 - February 28, 2002)
Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .    540,242     540,242
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . .    (48,083)    (37,138)
Deficit accumulated during the development stage. . . . . . . . . . . . . . .   (563,533)   (369,617)
                                                                               ----------  ----------
    Total Stockholders' (Deficit) Equity. . . . . . . . . . . . . . . . . . .    (41,274)    163,587
                                                                               ----------  ----------

           Total Liabilities and Stockholders' (Deficit) Equity . . . . . . .  $ 243,558   $ 250,678
                                                                               ----------  ----------

</TABLE>




See  notes  to  consolidated  financial  statements.


                                        8
<PAGE>
<TABLE>
<CAPTION>

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


                                                                                             From November 26, 1999
                                                                          Years   Ended         (Date of Inception)
                                                                       February   28,                to February 28,
                                                                           2003   2002                         2003
<S>                                                <C>                             <C>                <C>
Expenses
    Amalgamation and merger costs . . . . . . . .  $                           0   $        135,000   $     135,000
    Research and development. . . . . . . . . . .                              0             24,610          77,813
    Professional and consulting fees. . . . . . .                          6,071             45,194          56,553
    Office and administration . . . . . . . . . .                        166,346             33,899         239,430
    Telephone . . . . . . . . . . . . . . . . . .                         13,059             15,083          34,600
    Entertainment and travel. . . . . . . . . . .                          4,835              3,650          10,443
    Depreciation and amortization . . . . . . . .                          3,605              1,112           9,694
                                                   ------------------------------  -----------------  --------------
                                                                         193,916            258,548         563,533
                                                   ------------------------------  -----------------  --------------

Net Loss. . . . . . . . . . . . . . . . . . . . .                       (193,916)          (258,548)       (563,533)
Deficit accumulated during the development stage:
Beginning of Period . . . . . . . . . . . . . . .                       (369,617)          (111,069)              0
                                                   ------------------------------  -----------------  --------------
End of Period . . . . . . . . . . . . . . . . . .  $                    (563,533)  $       (369,617)  $    (563,533)
                                                   ------------------------------  -----------------  --------------

Basic and Diluted net loss per share. . . . . . .  $                       (0.01)  $          (0.02)


Shares Used in Basic and Diluted
Loss Per Share Computation. . . . . . . . . . . .                     30,100,000         15,050,000

</TABLE>




See  notes  to  consolidated  financial  statements.



                                        9
<PAGE>

<TABLE>
<CAPTION>
Apache  Motor  Corporation
(A  Development  Stage  Company)
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  (DEFICIT)  EQUITY
For  the  Period  November  26,  1999  (date  of  incorporation)  to  February  28,  2003

                                                                        Other
                                                         Additional     Compre-     Accumu-         Total
                                                         Paid in        Hensive     Lated           Stockholders'
                                                                                                    Equity
                                 Shares        Amount    Capital        Income      Deficit        (Deficit)
<S>                              <C>           <C>       <C>            <C>         <C>                   <C>
Inception                             0            0              0           0           0          $                 0
Issuance of common stock:
For organizational cost       2,500,000        2,500              0           0           0                        2,500
   For license                2,000,000        2,000              0           0           0                        2,000
Net loss                              0            0              0           0    (111,069)                    (111,069)
Other comprehensive income (loss)     0            0              0     (14,700)          0                      (14,700)
Additional paid in
 capital on merger                    0            0        372,667           0           0                      372,667
                            -----------  -----------    -----------    --------   ---------               --------------
Balance-February 28, 2001     4,500,000        4,500        372,667     (14,700)   (111,069)                     251,398
                            -----------  -----------    -----------    --------   ---------               --------------

Forward split 5 for 1        18,000,000       18,000        (18,000)          0           0                            0
Issuance of common stock
 to become preferred customer    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                      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       30,100        540,242     (37,138)   (369,617)                    $163,587
Other comprehensive income (loss)     0            0              0     (10,945)          0                      (10,945)
Net loss                              0            0              0           0    (193,916)                    (193,916)
                             ----------       ------        -------     -------    --------               --------------
Balance-February 28, 2003    30,100,000       30,100        540,242     (48,083)   (563,533)         $           (41,274)
                             ----------       ------        -------     -------    --------               --------------


See notes to consolidated financial statements.
</TABLE>


                                       10

<PAGE>

<TABLE>
<CAPTION>


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



Operating activities

    Net (loss). . . . . . . . . . . . . . .                                 (193,916)      (258,548)           (563,533)
    Adjustments to reconcile net
      (loss) to net cash provided by
      (used by) operating activities. . . . . . . . . . . . . . . . . . .          0          7,600               7,600
    Non cash expense - depreciation . . . . . . . . . . . . . . . . . . .       3605          1,112               9,694
         - technology rights. . . . . . . . . . . . . . . . . . . . . . .          0              0            (240,176)
         - shares for services. . . . . . . . . . . . . . . . . . . . . .          0              0              50,000
         - shares for license and startup costs . . . . . . . . . . . . .          0              0              (4,500)
    Changes in operating assets and
      liabilities . . . . . . . . . . . . . . . . . . . . . . . . .          199,975        127,284             297,842
                                                                             -------       --------            --------
Net cash provided by (used in)
    operating activities. . . . . . . . . . . . . . . . . . . . .               9664       (122,552)           (443,073)
                                                                             -------       --------            --------
Investing Activities
    Capital assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .          0              0              (7,310)
                                                                             -------       --------            --------
Financing Activities
    Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0        134,175             499,242
                                                                             -------       --------            --------

Effect of currency translation on cash. . . . . . . . . . . . . . . . . .    (10,945)       (22,438)            (48,083)
                                                                             -------       --------            --------

Inflow (outflow) of cash. . . . . . . . . . . . . . . . . . . . . . . . .     (1,281)       (10,815)                776

Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . .      2,057         12,872                   0
                                                                             -------       --------            --------

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . .        776          2,057                 776
                                                                             -------       --------            --------
Supplemental information

    Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0              0                   0

    Taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0              0                   0

See notes to consolidated financial statements.

</TABLE>


                                       11
<PAGE>


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

1.     ORGANIZATION,  BASIS  OF  PRESENTATION  AND  GOING  CONCERN

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

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

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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


                                       12
<PAGE>


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

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

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

f)  Technology  Rights
     The  Company,  via  its  subsidiary  company,  acquired  technology  rights
related  to a radial engine design. As  consideration  for the purchase of these
rights by the subsidiary, the vendor of the rights was issued common  shares  of
the  subsidiary  company.  As  a  result  of  the  acquisition of the subsidiary
company,  the  original  vendor  of  the  rights  holds 10,620,000 shares of the
Company.  Management  of  the  Company  has  evaluated the carrying value of the
technology  rights  and  feels that there is no impairment to their value. It is
management's conclusion that the technology rights have continued value in spite
of  their  not  being  currently  developed.

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

 h)  Recent  Accounting  Pronouncements
     (i)  In  July,  2001,  FASB  issued  Financial Accounting Standard No. 142,
Goodwill  and  Other  Intangible Assets. This statement includes requirements to
test  goodwill and indefinite lived intangible assets for impairment rather than
amortization. For the year ended February 28, 2003, the Company adopted FASB No.
142,  which  did  not  have  an  effect  on  the  Company's  reporting  process.
     (ii)  In  October,  2001, the FASB issued Statement of Financial Accounting
Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long Lived
Assets. SFAS No. 144 addresses significant issues relating to the implementation
of  SFAS  No.  121,  Accounting for the Impairment of Long Lived Assets and Long
Lived Assets to be Disposed of, and develops a single accounting model, based on
the  framework  established in SFAS No. 121 for long lived assets to be disposed
of  by  sales,  whether such assets are or are not deemed to be a business. SFAS
No.  144  also  modifies  the  accounting  and disclosure rules for discontinued
operations.  The  Company  adopted SFAS 144, which did not have an effect on the
Company's  reporting  process.


                                       13
<PAGE>


3.   ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES



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

4.   DUE  TO  COMPANY  OFFICERS

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

5.   SUBSEQUENT  EVENT

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



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       59  President, acting Chief Financial Officer and a Director

Larry  Wintemute    53  Secretary, Treasurer and  a  Director

Lorne  Catling      47  Manager of sales and marketing  and  a  Director

Christine  Cerisse  49  Director

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

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

                                       14
<PAGE>


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

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

  Christine  Cerisse                        0            0.0%  director

  David  Bourne                             0            0.0%  director

  Larry  Wintemute                    842,250(1)         2.8%  director

  Lorne  Catling                      395,299(2)         1.3%  director

  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%

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

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

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

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

No  change  since  previous  filing.

                                    PART IV

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

EXHIBITS:  None.

REPORTS  ON  FORM  8-K:  None.

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

As  of  February 28, 2003, an evaluation was performed under the supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer  (President) and the Chief Financial Officer (acting), of the


                                       15
<PAGE>

effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures.  Based  on that evaluation, the Company's management, including
the  Chief  Executive  Officer  (President)  and  the  Chief  Financial  Officer
(acting),  concluded  that the Company's disclosure controls and procedures were
effective as of February 28, 2003. There have been no significant changes in the
Company's  internal controls or in other factors that could significantly affect
internal  controls  subsequent  to  February  28,  2003.




                                   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:  July  24,  2003
     -     ------------------                                 ----
       David  Bourne,  President  and  Director

By:       /s/  Larry  Wintemute          Date:  July  24,  2003
     -     ---------------------                            -----
       Larry  Wintemute,  Secretary,  Treasurer  and  Director

By:       /s/  Christine  Cerisse          Date:  July  24,  2003
     -     -----------------------                            -----
       Christine  Cerisse,  Director

By:       /s/  Lorne  Catling               Date:  July  24,  2003
     -     -------------------                              -------
       Lorne  Catling,  Director



                               302 CERTIFICATION*

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

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

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

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

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

     a)  all  significant  deficiencies  in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and
     b)  any  fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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

Date:  July  24,  2003
       ------------------
/s/  David  Bourne
-------------------
David  Bourne,  President  and  Acting  Chief  Financial  Officer






                                       16
<PAGE>




                                  EXHIBIT 99.1

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

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

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

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


/s/  David  Bourne
-------------------
David  Bourne,  President  and  CEO
Date:  July  24,  2003