UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A-1

(Mark One)

[ X ]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended



March 31, 2007



OR

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ____________________ to _____________________



Commission file number 000-50738



APD ANTIQUITIES, INC.

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



NEVADA                                                         91-1959986

State or jurisdiction of incorporation                                                    (I.R.S Employer I.D

or organization                                                                                             No.)



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

(Address of principal executive offices)

(509) 744-8590

(Issuers telephone number)



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

Check whether the issuer (1) 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 shell company (as defined in Rule 12b-2 of the Exchange Act) Yes XNo ___



As of March 31, 2007, there were 1,706,000 shares of the registrants common stock outstanding.



Transitional Small Business Disclosure Format (Check one):  Yes ___No  ___X___











APD ANTIQUITIES, INC.

INDEX



PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Balance Sheets as of March 31, 2007 (unaudited)

and December 31, 2006

1

Statements of Operations (unaudited) for the three

months ended March 31, 2007 and 2006

2



Statements of Changes in Stockholders Deficit

(unaudited) for the period ended March 31, 2007

3



Statements of Cash Flows (unaudited) for the three

months ended March 31, 2007 and 2006

4



Condensed Notes to Financial Statements

5



Item 2.

Plan of Operations



Item 3.

Controls and Procedures



PART II.

OTHER INFORMATION



Item 6.

Exhibits and Reports on Form 8-K













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|APD ANTIQUITIES, INC.        
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|BALANCE SHEETS               
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|ASSETS                       
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|COMMITMENTS AND CONTINGENCIES
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See accompanying condensed notes to interim financial statements.

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|APD ANTIQUITIES, INC.   
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|STATEMENTS OF OPERATIONS
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|SALES                   
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|COST OF GOODS SOLD      
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|GROSS PROFIT            
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|EXPENSES                
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|LOSS FROM OPERATIONS    
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|LOSS BEFORE INCOME TAXES
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|INCOME TAXES            
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|NET LOSS                
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See accompanying condensed notes to interim financial statements

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|APD ANTIQUITIES, INC.                           
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|STATEMENTS OF CASH FLOWS                        
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|CASH FLOWS FROM OPERATING ACTIVITIES            
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|Increase (decrease) in commissions payable      
|Net cash provided (used) by operating activities
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|CASH FLOWS FROM INVESTING ACTIVITIES            
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|CASH FLOWS FROM FINANCING ACTIVITIES            
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|Change in cash                                  
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|Cash, beginning of period                       
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|Cash, end of period                             
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|SUPPLEMENTAL CASH FLOW DISCLOSURES:             
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See accompanying condensed notes to interim financial statements.





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APD ANTIQUITIES, INC.

Condensed Notes to the Financial Statements

March 31, 2007





NOTE 1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION





APD Antiquities, Inc.("APD" or the "Company"), a Nevada corporation, was incorporated on July 23, 1996, and is a developmental stage company.  Its principal business strategy is to develop and engage in the business 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 wholesale companies located in several Asian countries.



The Company is currently in the process of building its inventory of products.  Asian antiquities and ancient art objects will be acquired and marketed on a direct basis, utilizing an Internet site and through auctions to other dealers and private collectors. Retail sales of products will be made from one retail store located in Spokane, Washington, pursuant to a consignment agreement with an existing retail outlet in the Spokane Central Business District.



The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B 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 Companys audited financial statements for the year ended December 31, 2006.  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.  Operating results for the three month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.





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.



Advertising Costs

Advertising costs, including costs for direct mailings, are expensed when incurred. During the three months ended March 31, 2007 and 2006 these costs were $120 and $320, respectively.



Fair Value of Financial Instruments

APD ANTIQUITIES, INC.

Condensed Notes to the Financial Statements

March 31, 2007





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, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2007 and 2006.



Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. At March 31, 2007, the Company had a history of operating losses, an accumulated deficit of $100,534 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 normal sales.  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.



Revenue 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 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 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.

APD ANTIQUITIES, INC.

Condensed Notes to the Financial Statements

March 31, 2007





NOTE 3  COMMITMENTS AND CONTINGENCIES



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, 2007, the Company has accrued rent payable of $4,500.





NOTE 4  RELATED PARTY TRANSACTIONS



The occasional usage of used computer equipment, provided to the Company by the Companys officers at no charge, is considered immaterial for financial reporting purposes.



The Company pays a 3% commission on every sale the Companys officers.  Commissions unpaid, but accrued, are unsecured, payable upon demand and non-interest bearing.  Commissions accrued during the three months ended March 31, 2007 and 2006 were $0 and $4,400, respectively.



During the year ended December 31, 2006, an officer of the Company loaned the Company $3,000.  The unsecured loan bore no interest and is due on November 16, 2012. During the three months ended March 31, 2007, the Company has not paid on the loan.



NOTE 5  NOTE PAYABLE



During the three months ended March 31, 2007, an outside party loaned the Company $5,000.  The unsecured loan due on December 31, 2010 has no stated interest, however the Company will accrue interest using LIBOR rate of 5.3%.



As of March 31, 2007, the Company has not recorded any interest, nor has it paid any balance of the outstanding principal.









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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-QSB 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-KSB 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, 2007, we had a working capital deficit of $12,834, compared to a working capital deficit of $8,101 for the year ended December 31, 2006.  This must be read in conjunction with the notes to the financial statements of December 31, 2006.



Results of Operations



Results of operations for the three months ended March 31, 2007, compared to the three months ended March 31, 2006 are as follows:



Revenues

Total revenues amounted to $0.00 for the three months ended March 31, 2007 compared to $2,000 for the corresponding period in the prior year.



Operating Expenses



Costs and expenses amounted to $4,733 for the three months ended March 31, 2007 compared to $4,269 for the corresponding period in the prior year, an increase of $464. This increase was primarily the result of the Company s increased professional fees in the first  quarter of 2007.



Net Income or Loss



Net loss amounted to $4,733 for the three months ended March 31, 2007 compared to a net loss of $3,445 for the corresponding period in the prior year, an increase of $1,288.  The net loss increase is primarily due to a decrease in sales with consistent expenses.





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, mostly focusing our attention on high quality pieces from the Far East.  Our current plan of operation for the next 12 months primarily 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.



ITEM 3. CONTROLS AND PROCEDURES



The Registrants management has evaluated the effectiveness of the Registrants disclosure controls and procedures (as such term is defined in Rules 13a-15(c) under the Securities Exchange Act of 1934, as amended) as of the period covered by this report.  Based on such evaluation, the Registrants Chief Executive Officer has concluded that, as of the end of such period, the Registrants disclosure controls and procedures are effective.



There have not been any changes in the Registrants internal control over financial reporting (as defined in Rule 13-a 15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.





PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS



The Registrant is not currently involved in any litigation.



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



No securities were issued during the three months ended March 31, 2007.



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, 2007.



ITEM 5.  OTHER INFORMATION



None











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

|(a) Exhibits:

31.1     Sarbanes-Oxley Section 302(a) Certification

32.1     Sarbanes-Oxley Section 906 Certification
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(b) Reports on Form 8-K:



February 4, 2005: Dismissal of Beckstead and Watts; LLP and appointment of Williams and Webster, PS as independent accountant.



February 24, 2005: Amendment to change of independent accountants

April 19, 2005: Completion of acquisition of GCJ, Inc. and merger.











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
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Cindy K. Swank, President
Chief Executive Officer,
Chief Financial Officer

Date: July 11, 2007
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