UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-Q/A



|     |                                                                                      
|---- | -------------------------------------------------------------------------------------
|[X]  | Quarterly report pursuant Section 13 or 15(d) of
the Securities Exchange Act of 1934 
|     | For the quarterly period ended March 31,
2009.                                       
|     |                                                                                      
|[  ] | Transition report pursuant Section 13 or 15(d) of
the Securities Exchange Act of 1934
|     | For the transition period from _______ to
_______.                                   



000-50738

(Commission file number)



APD ANTIQUITIES, INC.

(Exact name of small business issuer
as specified in its charter)



|                                  |                    
|--------------------------------- | -------------------
|Nevada                            | 91-1959986         
|(State or other jurisdiction      | (IRS Employer      
|of incorporation or
organization) | Identification
No.)



1314 S. Grand Blvd, Ste. 2-250, Spokane, WA 99202

(Address of principal executive offices)



(509) 744-8590

(Registrants telephone number)

______________________________________

(Former name, former
address and former fiscal year, if changed since last report)



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 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.
  Yes [X]  No [  ]



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):



|                                              |                              
|--------------------------------------------- | -----------------------------
|Large accelerated filer [  ]                  | Accelerated filer [  ]       
|Non-accelerated filer [  ]                    | Smaller reporting company [X]
|(Do not check if a smaller reporting
company) |                              



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X] No [
 ]



As of July 21,
2009, there were 1,781,000 shares of the registrants common stock
outstanding.

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TABLE
OF CONTENTS



|                               |                                                                                       |    |   
|------------------------------ | ------------------------------------------------------------------------------------- | -- | --
|PART I  FINANCIAL INFORMATION |                                                                                       | 3 
|Item 1.                        | Financial Statements                                                                  |    | 3 
|Item 2.                        | Managements Discussion and Analysis of
Financial Condition and Results of Operations |    | 12
|Item 3.                        | Quantitative and Qualitative Disclosures About
Market Risk                            |    | 13
|Item 4.                        | Controls and Procedures                                                               |    | 13
|PART II  OTHER INFORMATION    |                                                                                       | 14
|Item 1.                        | Legal Proceedings                                                                     |    | 14
|Item 1A.                       | Risk Factors                                                                          |    | 14
|Item 2.                        | Unregistered Sales of Equity Securities and Use
of Proceeds                           |    | 14
|Item 3.                        | Defaults Upon Senior Securities                                                       |    | 14
|Item 4.                        | Submission of Matters to a Vote of Security
Holders                                   |    | 14
|Item 5.                        | Other Information                                                                     |    | 14
|Item 6.                        | Exhibits                                                                              |    | 14
|SIGNATURES                     |                                                                                       |    | 14



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PART I 
FINANCIAL INFORMATION

Item1. Financial Statements

|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|------------------------------------ | ------------------------------------------ | -------------------------------------------------- | -------------------------------------------------- | ----- | ----- | --------- | --------- | --------- | ------------
|APD ANTIQUITIES, INC.               
|BALANCE SHEETS                      
|                                     |                                            |                                                    |                                                    |       |       |           | March 31, |           | December 31,
|                                     |                                            |                                                    |                                                    |       |       |           | 2009      |           | 2008        
|                                     |                                            |                                                    |                                                    |       |       |           | Unaudited |           | Audited     
|ASSETS                               |                                            |                                                    |                                                    |       |       |           |          
|                                     | CURRENT ASSETS                             |                                                    |                                                    |       |       |           |          
|                                     |                                            | Cash                                               |                                                    |       | $     | 931       | $         | 1,124    
|                                     |                                            | Inventory                                          |                                                    |       |       | 4,709     |           | 4,709    
|                                     |                                            |                                                    | Total Current Assets                               |       |       |           | 5,640     |           | 5,833       
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | TOTAL ASSETS                               |                                                    |                                                    | $     | 5,640 | $         | 5,833    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                            |                                                    |                                                    |       |      
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | CURRENT LIABILITIES                        |                                                    |                                                    |       |       |           |          
|                                     |                                            | Accounts payable                                   |                                                    |       | $     | 42,773    | $         | 29,497   
|                                     |                                            | Accrued expenses                                   |                                                    |       |       | 3,700     |           | 12,356   
|                                     |                                            | Commissions payable - related party                |                                                    |       | 5,462 |           | 5,462    
|                                     |                                            |                                                    | Total Current Liabilities                          |       |       |           | 51,934    |           | 47,315      
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | LONG TERM LIABILITIES                      |                                                    |                                                    |       |       |           |          
|                                     |                                            | Loan payable                                       |                                                    |       |       | 5,000     |           | 5,000    
|                                     |                                            | Loan payable - related party                       |                                                    |       |       | 1,200     |           | 1,200    
|                                     |                                            |                                                    | Total Long Term Liabilities                        |       |       |           | 6,200     |           | 6,200       
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | COMMITMENTS AND CONTINGENCIES              |                                                    |                                                    | -     |       | -        
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | STOCKHOLDERS' EQUITY                       |                                                    |                                                    |       |       |           |          
|                                     |                                            | Preferred stock, 5,000,000 shares authorized,      |                                                    |       |       |           |          
|                                     |                                            |                                                    | $0.001 par value; no shares issued and outstanding |       |       | -         |           | -        
|                                     |                                            | Common stock, 20,000,000 shares authorized, $0.001 |                                                    |       |       |           |          
|                                     |                                            |                                                    | par value; 1,781,000 and 1,731,000  shares
issued  |       |       |           |           |          
|                                     |                                            |                                                    | and outstanding, respectively                      |       |       |           | 1,781     |           | 1,781       
|                                     |                                            | Additional paid-in capital                         |                                                    |       |       | 115,919   |           | 115,919  
|                                     |                                            | Accumulated deficit                                |                                                    |       |       | (170,194) |           | (165,381)
|                                     |                                            |                                                    | Total Stockholder's Equity                         |       |       |           | (52,494)  |           | (47,681)    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY |                                                    | $                                                  | 5,640 | $     | 5,833    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             

The accompanying condensed notes are an
integral part of these interim financial statements.



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|                                  |                            |                                |         |           |                       |          |           |                      
|--------------------------------- | -------------------------- | ------------------------------ | ------- | --------- | --------------------- | -------- | --------- | ---------------------
|APD ANTIQUITIES, INC.            
|STATEMENTS OF
OPERATIONS         
|                                  |                            |                                |         |           |                       |          |           |                      
|                                  |                            |                                |         |           | For The Period Ending |          |           | For The Period Ending
|                                  |                            |                                |         |           | March 31,             |          |           | March 31,            
|                                  |                            |                                |         |           | 2009                  |          |           | 2008                 
|                                  |                            |                                |         |           | Unaudited             |          |           | Unaudited            
|SALES                             |                            |                                | $       | -         |                       | $        | -        
|                                  |                            |                                |         |           |                       |          |           |                      
|COST OF GOODS SOLD                |                            |                                | -       |           |                       | -       
|                                  |                            |                                |         |           |                       |          |           |                      
|GROSS PROFIT                      |                            |                                | -       |           |                       | -       
|                                  |                            |                                |         |           |                       |          |           |                      
|EXPENSES                          |                            |                                |         |           |                       |         
|                                  | Marketing                  |                                |         | 174       |                       |          | 80       
|                                  | Rent                       |                                |         | 900       |                       |          | 900      
|                                  | General and administrative |                                |         | 24        |                       |          | 170      
|                                  | Professional fees          |                                |         | 3,715     |                       |          | 10,433   
|                                  | Commissions                |                                |         | -         |                       |          | -        
|                                  |                            | TOTAL EXPENSES                 |         |           | 4,813                 |          |           | 11,583               
|                                  |                            |                                |         |           |                       |          |           |                      
|LOSS FROM OPERATIONS              |                            |                                | (4,813) |           |                       | (11,583)
|                                  |                            |                                |         |           |                       |          |           |                      
|OTHER INCOME (EXPENSE)            |                            |                                |         |           |                       |         
|                                  | Interest expense           |                                |         | -         |                       |          | -        
|                                  |                            | TOTAL OTHER INCOME (EXPENSE)   |         |           | -                     |          |           | -                    
|                                  |                            |                                |         |           |                       |          |           |                      
|INCOME (LOSS) BEFORE INCOME TAXES |                            |                                | (4,813) |           |                       | (11,583)
|                                  |                            |                                |         |           |                       |          |           |                      
|INCOME TAXES                      |                            |                                | -       |           |                       | -       
|                                  |                            |                                |         |           |                       |          |           |                      
|NET INCOME (LOSS)                 |                            | $                              | (4,813) |           | $                     | (11,583)
|                                  |                            |                                |         |           |                       |          |           |                      
|                                  | NET LOSS PER COMMON SHARE, |                                |         |           |                       |          |          
|                                  |                            | BASIC AND DILUTED              |         | $         | (0.00)                |          | $         | (0.01)               
|                                  |                            |                                |         |           |                       |          |           |                      
|                                  | WEIGHTED AVERAGE NUMBER OF |                                |         | 1,781,000 |                       |          | 1,731,000
|                                  |                            | COMMON STOCK SHARES            |         |           |                       |          |           |                      
|                                  |                            | OUTSTANDING, BASIC AND DILUTED |         |           |                       |          |           |                      



The accompanying condensed notes are an
integral part of these interim financial statements.



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|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|----------------------------------------- | ------------------------------------------ | ---------------------------------------------------- | ------- | ------- | ------- | --------------------- | -------- |  | ---------------------
|APD ANTIQUITIES, INC.                    
|STATEMENTS OF CASH FLOWS                 
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|                                          |                                            |                                                      |         |         |         | For The Period Ending |          |  | For The Period Ending
|                                          |                                            |                                                      |         |         |         | March 31,             |          |  | March 31,            
|                                          |                                            |                                                      |         |         |         | 2009                  |          |  | 2008                 
|                                          |                                            |                                                      |         |         |         | Unaudited             |          |  | Unaudited            
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|CASH FLOWS
FROM OPERATING ACTIVITIES      |                                            |                                                      |         |         |        
|                                          | Net loss                                   |                                                      | $       | (4,813) |         | $                     | (11,583)
|                                          | Adjustments to
reconcile net loss          |                                                      |         |         |         |                      
|                                          |                                            | to net cash
provided (used) by operating activities: |         |         |         |                       |         
|                                          | Decrease
(increase) in inventory           |                                                      | -       |         |         | -                    
|                                          | Increase in
accrued expenses               |                                                      | (8,656) |         |         | -                    
|                                          | Increase in
accounts payable               |                                                      | 13,276  |         |         | 8,253                
|                                          | Increase
(decrease) in commissions payable |                                                      | -       |         |         | -                    
|                                          | Increase
(decrease) in interest payable    |                                                      | -       |         |         | -                    
|                                          | Increase
(decrease) in loan payable        |                                                      | -       |         |         | -                    
|Net cash
provided by operating activities |                                            | (193)                                                |         |         | (3,330)
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|CASH FLOWS
FROM INVESTING ACTIVITIES      |                                            | -                                                    |         |         | -      
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|CASH FLOWS
FROM FINANCING ACTIVITIES      |                                            |                                                      |         |         |        
|                                          | Proceeds from
sale of common stock         |                                                      | -       |         |         | -                    
|                                          | Proceeds from
note payable                 |                                                      | -       |         |         | -                    
|                                          | Payment of note
payable                    |                                                      | -       |         |         | -                    
|Net cash used by
financing activities     |                                            | -                                                    |         |         | -      
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|Change in
cash                            |                                            |                                                      | (193)   |         |         | (3,330)              
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|Cash,
beginning of period                 |                                            | 1,124                                                |         |         | 3,981  
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|Cash, end of
period                       | $                                          | 931                                                  |         | $       | 651    
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|SUPPLEMENTAL
CASH FLOW DISCLOSURES:       |                                            |                                                      |         |         |        
|                                          | Interest
paid                              | $                                                    | -       |         | $       | -                    
|                                          | Income taxes
paid                          | $                                                    | -       |         | $       | -                    



The accompanying condensed notes are an
integral part of these interim financial statements.



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APD ANTIQUITIES, INC.

Condensed Notes to the Interim Financial Statements

March
31, 2009





NOTE 1 - ORGANIZATION AND
DESCRIPTION OF BUSINESS



APD Antiquities, Inc. (hereinafter APD or
the Company) was incorporated on July 23, 1996 under the laws of the State of
Nevada for the purpose of acquiring, importing, marketing, and selling valuable
antiquity and art items of Asian origin.  Examples of these items are such
things as furniture, works of art, antiques, glass works, porcelain, statues,
pottery, sculptures and other collectibles and collector items that have their
origin in the Far East.  These collectibles and antiques will be acquired
through a variety of agents and wholesale distribution sources in Hong Kong and
the Peoples Republic of China. Acquisitions will be made by agents of APD and as
the result of direct buying trips and direct contact with wholesale companies
located in several Asian countries.  The Company changed its name from APD
International Corporation in August of 1999.



The foregoing unaudited interim financial
statements of APD Antiquities, Inc. (hereinafter the Company) have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Regulation S-K
as promulgated by the Securities and Exchange Commission ("SEC").
 Accordingly, these financial statements do not include all of the
disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements.  These unaudited
interim financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's annual report on Form 10K
for the year ended December 31, 2008.   In the opinion of management,
the unaudited interim financial statements furnished herein include all
adjustments, all of which are of a normal recurring nature, necessary for a fair
statement of the results for the interim period presented.



The preparation of financial statements in
accordance with generally accepted accounting principles in the United States of
America requires the use of estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities known to exist as of the date the financial statements are
published, and the reported amounts of revenues and expenses during the
reporting period. Uncertainties with respect to such estimates and assumptions
are inherent in the preparation of the Company's financial statements;
accordingly, it is possible that the actual results could differ from these
estimates and assumptions and could have a material effect on the reported
amounts of the Company's financial position and results of operations.



Operating results for the three month
period ended March 31, 2009 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2009.



The Company maintains its corporate office
in Spokane, Washington and offers its products online. The Companys fiscal year
end is December 31.





NOTE 2  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



This summary of significant accounting
policies of the Company is presented to assist in understanding the financial
statements.  The financial statements and notes are representations of the
Companys management, which is responsible for their integrity and objectivity.
 These accounting policies conform to accounting principles generally
accepted in the United States of America and have been consistently applied in
the preparation of the financial statements.



Accounting Method

The Companys financial statements are
prepared using the accrual method of accounting.



Advertising Costs

Advertising costs, including costs for
direct mailings, are expensed when incurred.  During the three month ending
March 31, 2009, and March 31, 2008 were $174 and $80, respectively.



Basic and Diluted Earnings Per
Share

Basic net income (loss) per share is
computed using the weighted average number of common shares outstanding. Diluted
net income (loss) per share is the same as basic net income (loss) per share as
there are no common stock equivalents outstanding.

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Cash and Cash Equivalents

For purposes of the statement of cash
flows, the Company considers all highly liquid debt instruments purchased with a
remaining maturity of three months or less to be cash equivalents.



Compensated Absences

The Company does not offer paid vacation or
personal time to its employees. Accordingly, there is no related accrual of
expenses.



Derivative Instruments

The Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities (hereinafter SFAS No. 133), as
amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities  Deferral of the Effective Date of FASB No. 133, SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities,
SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity, and SFAS No. 155, Accounting
for Certain Hybrid Financial Instruments, an amendment of FASB Standards No. 133
and 140. These statements establish accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. They require that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value.



If certain conditions are met, a derivative
may be specifically designated as a hedge, the objective of which is to match
the timing of gain or loss recognition on the hedging derivative with the
recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change.



Historically, the Company has not entered
into derivative contracts to hedge existing risks or for speculative
purposes.



As of March 31, 2009, the Company has not
engaged in any transactions that would be considered derivative instruments or
hedging activities.



Going Concern

The accompanying financial statements have
been prepared assuming that the Company will continue as a

going concern.  At March 31, 2009, the
Company had a history of operating losses, an accumulated deficit of $170,194
and limited cash resources. These conditions raise significant doubt about the
Companys ability to continue as a going concern. The future of the Company is
dependent upon its ability to obtain financing and upon  future
 profitable  operations. Management's plans are to seek additional
capital through sales of its common stock.  If necessary, the Company may
sell common stock to provide additional cash to future operations and market
development.  However, management has no plans to make a private offering
of common stock at this time.



The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.



Inventories

Inventories are accounted for using the
specific identification method, and stated at the lower of cost or market, with
market representing the lower of replacement cost or estimated net realizable
value. The Company has no insurance coverage on its inventory.  The Company
has no inventory on consignment at March 31, 2009. In the future, if the Company
consigns inventory, it will retain title and will insure the inventory until the
inventory is sold, returned, lost, stolen, damaged, or destroyed.



Revenue and Cost Recognition

Revenues from retail sales are recognized
at the time the products are delivered.



Although the Company does not provide a
written warranty on its items sold, the Company will refund the purchase price
paid to any customer in those instances when an item sold is proven to be
non-authentic. In a majority of instances, the Company receives a certificate of
authenticity for documents (items) purchased from its vendors and is reasonably
assured as to the provenance of its products. Since inception, the Company has
made no refunds for



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the sale of any
non-authentic items nor has the Company received any claims or notice of
prospective claims relating to such items. Accordingly, the Company has not
established a reserve against forgery or non-authenticity.



If a product proves not to be authentic,
the Company would give a full refund to the purchaser and record a charge for
sales returns.



Use of Estimates

The process of preparing financial
statements in conformity with accounting principles generally accepted in the
United States of America requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues, and expenses. Such estimates
primarily relate to unsettled transactions and events as of the date of the
financial statements. Accordingly, upon settlement, actual results may differ
from estimated amounts. At March 31, 2009, the Company had not participated in
consignment or conditional sales; therefore, there are no unsettled transactions
related to sales or cost of sales.



Fair Value of Financial
Instruments

The Company's financial instruments as
defined by Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," include cash, trade accounts
receivable, accounts payable and related party payables. All instruments are
accounted for on a historical cost basis, which, due to the short maturity of
these financial instruments, approximates fair value.



SFAS No. 157, Fair Value
Measurements (SFAS 157), defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted accounting
principles, and expands disclosures about fair value measurements.  SFAS
157 establishes a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:



Level 1.
Observable inputs such as quoted prices in active markets;



Level 2. Inputs,
other than the quoted prices in active markets, that are observable either
directly or indirectly; and



Level 3.
Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.



The Company does not have any assets or
liabilities measured at fair value on a recurring basis at March 31, 2009.





NOTE 3  COMMITMENTS



Rental Agreement

The Company has a month-to-month rental
agreement for office space in Spokane, Washington.  The monthly rent is
$300.  At March 31, 2009, the Company has accrued rent payable of
$10,500.





NOTE 4  RELATED PARTY
TRANSACTIONS



The Company accrues a 3% commission on
every sale to each of the Companys three officers.  Commissions unpaid,
but accrued, are unsecured, payable upon demand and non-interest bearing.
 Commissions paid during the three month periods ending March 31, 2009 and
March 31, 2008 were $0 and $0 respectively. Previous commissions accrued but
unpaid remain at $5,462.



During the year ended December 31, 2007, a
related party loaned the Company $1,200 in an unsecured and non-interest bearing
loan.  The $1,200 loan is due in full on November 16, 2012.  During
the three months ending March 31, 2009, the Company has not paid on the $1,200
loan.





NOTE 5  NOTE PAYABLE



As of March 31, 2009, loans to the Company
totaled $6,200.  Of this total, $1,200 represents a loan from a related
party.  See Note 4. The remaining $5,000 was loaned to the Company on
February 26, 2007.   The $5,000 loan is unsecured, non-interest
bearing and has a due date of December 31, 2010. During the three months ending
March 31, 2009, the Company has not paid on the loan.



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NOTE 6  PROVISION FOR TAXES



Income taxes are provided based upon the
liability method of accounting pursuant to Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (hereinafter SFAS No. 109).
Under this approach, deferred income taxes are recorded to reflect the tax
consequences in future years of differences between the tax basis of assets and
liabilities and their financial reporting amounts at each year-end. A valuation
allowance is recorded against deferred tax assets if management does not believe
the Company has met the more likely than not standard imposed by SFAS No. 109
to allow recognition of such an asset.



FIN 48 Disclosure

Effective December 1, 2007, the Company
adopted the Financial Accounting Standards Board (FASB) Interpretation No. 48,
Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements
in accordance with FASB Statement No. 109, Accounting for Income Taxes.
FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement

recognition and measurement of a tax
position taken or expected to be taken in a tax return. Additionally,



FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. The adoption of FIN 48 did not have a material
impact on the Companys financial position, results of operation or liquidity.
The current Company policy classifies any interest recognized on an underpayment
of income taxes as interest expense and classifies any statutory penalties
recognized on a tax position taken as selling, general and administrative
expense.



The Company has not taken a tax position
that, if challenged, would have a material effect on the financial statements
for the twelve-months ended December 31, 2008, or during the prior three years
applicable under FIN 48.



As a result of the adoption on FIN 48, we
did not recognize any adjustment to the liability for uncertain tax position and
therefore did not record any adjustment to the beginning balance of accumulated
deficit on the consolidated balance sheet.



At March 31, 2009, the Company had deferred
tax assets of approximately $ 57,000 principally arising from net operating loss
carry forwards for income tax purposes calculated at an expected rate of 34%. As
management of the Company cannot determine that it is more likely than not that
the Company will realize the benefit of the deferred tax assets, a valuation
allowance equal to the deferred tax assets was present at March 31, 2009 and
2008.



The significant components of the Companys
deferred tax assets at March 31, 2009 and 2008 were as follows:



|                                       |  |               |          |               |   |          |   | 
|-------------------------------------- |  | ------------- | -------- | ------------- | - | -------- | - | 
|                                       |  | March 31,2009 |          | March 31,2008 |  
|Net operating loss carryforward        |  | $             | 170,194  |               | $ | 128,523  |  
|                                       |  |               |          |               |   |          |  
|Deferred tax asset                     |  | $             | 57,000   |               | $ | 43,000   |  
|Deferred tax asset valuation allowance |  |               | ( 57,000 | )             |   | ( 43,000 | )
|Net deferred tax asset                 |  | $             | -        |               | $ | -        |  



At March 31, 2009, the Company has net
operating loss carryforwards of approximately $170,194, which expire in the
years 2022 through 2029. The change in the allowance account from December 31,
2008 to March 31, 2009 was an increase of $1,000.





NOTE 7  PREFERRED AND COMMON STOCK



The Company has 5,000,000 shares of preferred stock
authorized and none issued.



The Company has 20,000,000 shares of common stock
authorized. All shares of stock are non-assessable and non-cumulative, with no
preemptive rights.



On September 5, 2008, the Company sold 25,000 shares of
common stock in a private placement for cash of $12,500 ($0.50 per share).



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On November 26, 2008 the Company sold 25,000 shares of
common stock in a private placement for cash of $5,000 ($0.20 per share).





NOTE 8  STOCK OPTION PLAN



The Companys board of directors approved
the adoption of the 2001 Non-Qualified Stock Option and Stock Appreciation
Rights Plan by unanimous consent on January 15, 2001. This plan was initiated
to encourage and enable officers, directors, consultants, advisors and other key
employees of the Company to acquire and retain a proprietary interest in the
Company by ownership of its common stock. A total of 1,000,000 of the authorized
shares of the Companys common stock may be subject to, or issued pursuant to,
the terms of the plan. No options have been issued under the plan as of March
31, 2009.



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NOTE 9 
RECENT ACCOUNTING PRONOUNCEMENTS



In May 2008, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60".
 SFAS No. 163 clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement of premium
revenue and claims liabilities.  This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this time.



In May 2008, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles".  SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where
there might be conflicting guidance between two categories, the more
authoritative category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company's financial
position, statements of operations, or cash flows at this time.



In March 2008, the Financial Accounting
Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133.
 This standard requires companies to provide enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged.  The Company has not yet adopted the provisions of
SFAS No. 161, but does not expect it to have a material impact on its
consolidated financial position, results of operations or cash flows.





NOTE 10  SUBSEQUENT EVENTS



On April 20, 2009 the Company sold 550,000
shares of common stock in a private placement, with three investors, for cash of
$24,750 ($0.045 per share).



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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION



The matters discussed in this Form 10-Q
contain certain forward-looking statements and involve risks and uncertainties
(including changing market conditions, competitive and regulatory matters, etc.)
detailed in the disclosures contained in this Form 10-Q and other filings with
the Securities and Exchange Commission made by the Registrant from time to time.
 The discussion of the Registrants liquidity, capital resources and
results of operations, including forward-looking statements pertaining to such
matters, does not take into account the effects of any changes to the
Registrants operations. Accordingly, actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of factors, including those identified herein.  This item should be read in
conjunction with the consolidated financial statements and other items contained
elsewhere in the report.



Liquidity and Capital Resources



APD Antiquities, Inc.s (the Company or
APD) financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.



APD uses cash and cash equivalents as its
primary measure of liquidity.  Except as discussed above, management is not
aware of any other known trends, events, commitments or uncertainties that will
have a significant impact on liquidity.



As of March 31, 2009, we had a working
capital deficit of $46,294, compared to a working capital deficit of $41,482 for
the year ended December 31, 2008.  This must be read in conjunction with
the notes to the audited financial statements of December 31, 2008.



Results of Operations



Results of operations for the three months
ended March 31, 2009, compared to the three months ended March 31, 2008 are as
follows:



Revenues



Total revenues amounted to $0 for the three
months ended March 31, 2009 compared to $0 for the corresponding period in the
prior year.



Operating Expenses



Costs and expenses amounted to $4,813 for
the three months ended March 31, 2009 compared to $11,583 for the corresponding
period in the prior year, a decrease of $6,770. This decrease was primarily the
result of the Companys decreased professional fees in 2009.



Net Income or Loss



Net loss amounted to $4,813 for the three
months ended March 31, 2009 compared to a net loss of $11,583 for the
corresponding period in the prior year, a decrease of $6,770. The net loss
decrease is primarily due to a decrease in professional fees.



Plan of Operations



Since commencement of operations in 1999,
APD Antiquities, Inc. is in its initial operational stage as an e-commerce based
company engaged in the business of acquiring and marketing antiques and
collectible items, focusing our attention on high quality pieces from the Far
East.  Our current plan of operation for the next 12 months involves
meeting any demand for potential clientele who are in the market for antiques.
 The Company expects to raise additional funds to be used as operating
capital with a view to expand the current business.  If necessary, the
Company may sell common stock to provide additional cash for future operations
and market development.



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ITEM 3.QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



Not required



ITEM 4.  CONTROLS AND PROCEDURES



In connection with the preparation of this
Quarterly Report on Form 10-Q, an evaluation was carried out by the Companys
management, with the participation of the Companys Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (Exchange Act)).  Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and
forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer and principal financial officer, to allow
timely decisions regarding required disclosures.  Based on its evaluation,
and in light of the previously identified material weakness in internal control
over financial reporting, as of December 31, 2008, relating to fundamental
elements of an effective control environment and adequate segregation of duties
and monitoring and review activities described in the 2008 Annual Report on Form
10-K, the Companys management concluded that, as of March 31, 2009, the
Companys disclosure controls and procedures were ineffective.



In addition, there has been no change in
the Companys internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act) that occurred during the quarter ended March
31, 2009, that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.



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PART II -
OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



The Registrant is not currently involved in
any litigation.



ITEM 1A.  RISK FACTORS



We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.



ITEM 2.  UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS



During the period ended March 31, 2009, the
Company sold noshares of common stock.



ITEM 4.  SUBMISSION OF MATTERS TO
VOTE OF SECURITY HOLDERS



There have been no submissions of matters
to the vote of security holders in the period ended March 31, 2009.



ITEM 5.  OTHER INFORMATION



None



ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K.



|                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) Exhibits:

3.1
Articles of Incorporation of
Registrant(1)

3.2
Bylaws of Registrant(1)

31.1
Sarbanes-Oxley Section 302(a)
Certification

32.1
Sarbanes-Oxley Section 906
Certification
|(1) Incorporated by reference to the
Registrant's Registration Statement on Form 10SB12G filed on May 3, 2004,
File No. 000-50738                                                          







SIGNATURES



Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.





APD ANTIQUITIES, INC.

|                                                                                            
|--------------------------------------------------------------------------------------------
|BY:  /s/ Cindy K. Swank
                                                Date:
 July 21, 2009
|Cindy K. Swank
President, Treasurer,CEO, Principal Financial
Officer                        





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