**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)




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





For
      the
      quarterly period ended


September
      30, 2007





**OR**




o
            **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
            
            91-1959986State
                or jurisdiction of incorporation
            
            (I.R.S
                Employer I.Dor 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
      o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes xNo
      o





As
      of **September
      30, 2007** ,
      there
      were **1,706,000
      s** hares
      of
      the registrant’s common stock outstanding.





Transitional
      Small Business Disclosure Format (Check one):  Yes oNo
      x









**APD
      ANTIQUITIES, INC.**


**INDEX**





PART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                StatementsBalance
                Sheets as of September 30, 2007 (unaudited) and December 31,
                2006
            1Statements
                of Operations (unaudited) for the nine months ended September 30,
                2007 and
                2006
            2Statements
                of Cash Flows (unaudited) for the nine months ended September 30,
                2007 and
                2006
            3Condensed
                Notes to Financial Statements
            4Item
                2.
            Plan
                of Operations
            7Item
                3.
            Controls
                and Procedures
            8PART
                II.
            OTHER
                INFORMATION
            8Item
                6.
            Exhibits
                and Reports on Form 8-K
            8









**APD
                ANTIQUITIES, INC.****BALANCE
                SHEETS**


September 30,2007
                
                December 31,(unaudited)
                
                2006**ASSETS****CURRENT
                    ASSETS**Cash
                
                $
                212
                
                $
                51Inventory
                
                
                7,510
                
                
                9,110Total
                    Current Assets
                
                
                7,722
                
                
                9,161**TOTAL
                    ASSETS**
                
                $
                7,722
                
                $
                9,161**LIABILITIES
                    AND STOCKHOLDERS' DEFICIT****CURRENT
                    LIABILITIES**Accounts
                    payable
                
                $
                17,857
                
                $
                9,367Commissions
                    payable - related party
                
                
                5,201
                
                
                4,895Total
                    Current Liabilities
                
                
                23,058
                
                
                14,262**LONG-TERM
                    LIABILITIES**Long-term
                    loan payable
                
                
                5,000
                
                
                -Long-term
                    loan payable –
                    related
                    party
                
                
                3,000
                
                
                3,000Accrued
                    interest
                
                
                154
                
                
                -Total
                    Long-Term Liabilities
                
                
                8,154
                
                
                3,000**COMMITMENTS
                    AND CONTINGENCIES**
                
                
                -
                
                
                -**STOCKHOLDERS’
                    DEFICIT**Preferred
                    stock, 5,000,000 shares authorized,$0.001
                    par value; no shares issued and outstanding
                
                
                -
                
                
                -Common
                    stock, 20,000,000 shares authorized, $0.001par
                    value; 1,706,000 shares issued and outstanding
                
                
                1,706
                
                
                1,706Additional
                    paid-in capital
                
                
                85,994
                
                
                85,994Accumulated
                    deficit
                
                
                (111,190
                )
                
                (95,801
                )Total
                    Stockholder's Deficit
                
                
                (23,490
                )
                
                (8,101
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT**
                
                $
                7,722
                
                $
                9,161
  See
      accompanying condensed notes to interim financial statements.





1




**APD
                ANTIQUITIES, INC.****STATEMENTS
                OF OPERATIONS**




Three Months Ended
                
                Nine Months EndedSeptember 30,
                
                September 30,2007
                
                2006
                
                2007
                
                2006(unaudited)
                
                (unaudited)
                
                (unaudited)
                
                (unaudited)**SALES**
                
                $
                -
                
                $
                3,000
                
                $
                3,400
                
                $
                7,500**COST
                    OF GOODS SOLD**
                
                
                -
                
                
                2,935
                
                
                1,600
                
                
                6,235**GROSS
                    PROFIT**
                
                
                -
                
                
                65
                
                
                1,800
                
                
                1,265**EXPENSES**Marketing
                
                
                40
                
                
                40
                
                
                200
                
                
                320Rent
                
                
                900
                
                
                900
                
                
                2,700
                
                
                2,760General
                    and administrative
                
                
                128
                
                
                580
                
                
                999
                
                
                1,474Professional
                    fees
                
                
                3,292
                
                
                5,434
                
                
                12,830
                
                
                12,756Commissions
                
                
                -
                
                
                (450
                )
                
                306
                
                
                675**TOTAL
                    EXPENSES**
                
                
                4,360
                
                
                6,503
                
                
                17,035
                
                
                17,985**LOSS
                    FROM OPERATIONS**
                
                
                (4,360
                )
                
                (6,438
                )
                
                (15,235
                )
                
                (16,720
                )**OTHER
                    INCOME (EXPENSE)**Interest
                    expense
                
                
                (106
                )
                
                -
                
                
                (154
                )
                
                -**TOTAL
                    OTHER INCOME (EXPENSE)**
                
                
                (106
                )
                
                -
                
                
                (154
                )
                
                -**INCOME
                    (LOSS) BEFORE INCOME TAXES**
                
                
                (4,466
                )
                
                (6,438
                )
                
                (15,389
                )
                
                (16,720
                )**INCOME
                    TAXES**
                
                
                -
                
                
                -
                
                
                -
                
                
                -**NET
                    INCOME (LOSS)**
                
                $
                (4,466
                )
                $
                (6,438
                )
                $
                (15,389
                )
                $
                (16,720
                )NET
                    LOSS PER COMMON SHARE,BASIC
                    AND DILUTED
                
                $
                nil
                
                $
                (0.01
                )
                $
                nil
                
                $
                (0.01
                )WEIGHTED
                    AVERAGE NUMBER OFCOMMON
                    STOCK SHARESOUTSTANDING,
                    BASIC AND DILUTED
                
                
                1,706,000
                
                
                1,698,000
                
                
                1,706,000
                
                
                1,689,000





See
      accompanying condensed notes to interim financial statements




2




**APD
                ANTIQUITIES, INC.****STATEMENTS
                OF CASH FLOWS**




Nine Months EndedSeptember 30,2007
            
            2006(unaudited)
            
            (unaudited)**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (15,389
            )
            $
            (16,720
            )Adjustments
                to reconcile net lossto
                net cash provided (used) by operating activities:Decrease
                (increase) in inventory
            
            
            1,600
            
            
            (1,068
            )Increase
                in accounts payable –
                related
                party
            
            
            
            
            
            (1,000
            )Increase
                in interest payable
            
            
            154Increase
                (decrease) in accounts payable
            
            
            8,490
            
            
            2,191Increase
                (decrease) in commissions payable
            
            
            306
            
            
            1,673Net
                cash provided (used) by operating activities
            
            
            (4,839
            )
            
            (14,924
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**
            
            
            -
            
            
            4,423**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from sale of common stock
            
            
            
            
            
            4,030Increase
                (decrease) in loan payable
            
            
            5,000
            
            
            -Net
                cash provided (used) by financing activities
            
            
            5,000
            
            
            4,030Change
                in cash
            
            
            161
            
            
            (6,471
            )**Cash,
                beginning of period**
            
            
            51
            
            
            6,591**Cash,
                end of period**
            
            $
            212
            
            $
            120**SUPPLEMENTAL
                CASH FLOW DISCLOSURES:**Interest
                paid
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -





See
      accompanying condensed notes to interim financial statements.




3


**APD
                  ANTIQUITIES, INC.****Condensed
                  Notes to the Financial Statements****September
                  30, 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. 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 nine
      month period ended September 30, 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 nine months ended September 30, 2007 and 2006 these costs were $200 and
      $320, respectively.





4




**APD
                ANTIQUITIES, INC.****Condensed
                Notes to the Financial Statements****September
                30, 2007**




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, 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 September 30, 2007 and 2006.





Going
      Concern


The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. At September 30, 2007, the Company had a
      history of operating losses, an accumulated deficit of $111,190 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.




5




**APD
                ANTIQUITIES, INC.****Condensed
                Notes to the Financial Statements****September
                30, 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 September 30, 2007, the Company has
      accrued rent payable of $5,100.





**NOTE
      4 – RELATED PARTY TRANSACTIONS**





The
      occasional usage of 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 total sales to the Company’s officers.
      Commissions unpaid, but accrued, are unsecured, payable upon demand and
      non-interest bearing. Commissions accrued during the nine months ended September
      30, 2007 and 2006 were $5,201 and $4,895, respectively.





During
      the year ended December 31, 2006, an officer of the Company loaned the Company
      $3,000. This unsecured loan bears no interest and is due on November 16, 2012.
      During the nine months ended September 30, 2007, the Company did not pay down
      the loan.





**NOTE
      5 – NOTE PAYABLE**





During
      the nine months ended September 30, 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
      September 30, 2007, the Company has accrued interest of $154 and has not paid
      any balance of the outstanding principal.




6




**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**


The
        Companys already defined 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
      September 30, 2007, we had a working capital deficit of $15,336, compared to
      a
      working capital deficit of $5,101 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 nine months ended September 30, 2007, compared to the
      nine
      months ended September 30, 2006 are as follows:





**Revenues**


Total
      revenues amounted to $3,400 for the nine months ended September 30, 2007
      compared to $7,500 for the corresponding period in the prior year.





**Operating
      Expenses**





Costs
      and
      expenses amounted to $17,035 for the nine months ended September 30, 2007
      compared to $17,985 for the corresponding period in the prior year, a decrease
      of $950. This decrease was primarily the result of the Company’s decreased
      general expense year to date.





**Net
      Income or Loss**





Net
      loss
      amounted to $15,389 for the nine months ended September 30, 2007 compared to
      a
      net loss of $16,720 for the corresponding period in the prior year, a decrease
      of $1,331.  The net loss decrease is primarily due to a decrease in sales
      with consistent expenses.





7





**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 nine months ended September 30,
      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 September 30, 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




8


(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**Cindy
                  K. Swank, President**Chief
                  Executive Officer,**Chief
                  Financial Officer**Date:
                  November 6, 2007*




9