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

June 30, 2005



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 ___

As of June 30, 2005, there were 1,448,000hares 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 June 30, 2005 (unaudited)

and December 31, 2004 (audited)

1

Statements of Operations (unaudited) for the three

months ended June 30, 2005 and 2004

2



Statements of Changes in Stockholders Equity

(unaudited) for the three months ended June 30, 2005



3



Statements of Cash Flows (unaudited) for the three

months ended June 30, 2005 and 2004

4



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













|APD ANTIQUITIES, INC.               
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|BALANCE SHEETS                      
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|LIABILITIES AND STOCKHOLDERS' EQUITY
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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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|OTHER INCOME (EXPENSE)           
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|INCOME (LOSS) BEFORE INCOME TAXES
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|INCOME TAXES                     
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|NET INCOME (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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|Net cash provided 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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|Net cash used by 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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NOTE 1  BASIS OF PRESENTATION



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, 2004.  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 six month period ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.



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.





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.



Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. At June 30, 2005, the Company had a history of operating losses, an accumulated deficit of $63,588 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 obtain additional cash 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.





NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Going Concern (continued)

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 June 30, 2005.  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.



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.



At June 30, 2005, the Company had net deferred tax assets of approximately $21,000 principally arising from net operating loss carryforwards 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 net deferred tax asset, a valuation allowance equal to the deferred tax asset was present at June 30, 2005.  The significant components of the deferred tax asset at June 30, 2005 were as follows:



|                                       |   | June 30,
2005 |   | December 31, 2004
|-------------------------------------- | - | ------------- | - | -----------------
|Net operating loss carryforward        | $ | 63,000        | $ | 50,900           
|                                       |   |               |   |                  
|Deferred tax asset                     | $ | 21,600        | $ | 17,300           
|Deferred tax asset valuation allowance |   | (21,600)      |   | (17,300)         
|Net deferred tax asset                 | $ | -             | $ | -                



At June 30, 2005, the Company has net operating loss carryforwards of approximately $63,000, which expire in the years 2020 through 2025.  The change in the allowance account from December 31, 2004 to June 30, 2005 was an increase of $4,300.





Revenue and Cost Recognition

Revenues from retail sales are recognized at the time that 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 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 June 30, 2005, the Company had not participated in consignment or conditional sales; therefore, there are no unsettled transactions related to sales or cost of sales.





NOTE 3  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.



During the year ended December 31, 1999, 1,200,000 shares of common stock were issued to officers and directors for cash in the amount of $300 (par value), 204,000 common shares were sold for $1.00 per share and 4,000 common shares were issued for converted debt.  Stock subscriptions receivable of $16,000 at December 31, 1999 were collected in the year ended December 31, 2000.



In September 2004, the Company issued 40,000 shares of common stock for cash in the amount of $10,000.



On December 1, 2004, the Companys board of directors declared a 4 for 1 common stock split for all shareholders of record on December 1, 2004.  Per-share amounts in the accompanying financial statements and notes have been restated for the stock dividend.



NOTE 3  PREFERRED AND COMMON STOCK (continued)



During the six months ended June 30, 2005, the Company issued 250,000 shares of common stock for cash in the amount of $25,000.





NOTE 4  ACQUISITION OF GCJ, INC.



On December 20, 2004, the Company acquired all of the outstanding common stock of GCJ, Inc. from its sole shareholder by paying $3,600 in cash.  In the acquisition on December 20, 2004, the Company acquired 430,000 shares of common stock in GCJ, Inc., which was subsequently retired.  The Company re-issued its outstanding common shares to its shareholders of record in compliance with a transaction pursuant to Rule 12g-3 of the Securities and Exchange Commission.  For accounting purposes the acquisition has been treated as a recapitalization of APD, with APD as the acquirer (reverse acquisition).  The historical financial statements prior to December 20, 2004 are those of APD while the legal structure of GCJ, Inc. remains in place.  GCJ, Inc. had no assets or liabilities at the time of the acquisition.





NOTE 5  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 June 30, 2005, the Company has accrued rent payable of $2,700.





NOTE 6  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 at June 30, 2005 and 2004 were $1,010 and $4,685, respectively.



During the six months ended June 30, 2005, the Company paid out to the officers $743 each in accrued commissions. It was later noted that one of the officers, who has only been an officer since late 2004, had not accrued commissions totaling $743, and was overpaid $245.  This amount is included on the balance sheets under accounts receivable  related party.  The error was noted subsequent to the date of the financials and the officer has since repaid this amount to the Company.



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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 June 30, 2005, we had a working capital surplus of $20,112, compared to a working capital surplus of $6,829 for the year ended December 31, 2004.  This must be read in conjunction with the notes to the financial statements of December 31, 2004.  We believe that our current cash needs for at least the next twelve months can be met by our revenues.



Results of Operations



For the three months ended June 30, 2005, compared to the three months ended June 30, 2004.



Revenues

Total revenues amounted to $1,380 for the three months ended June 30, 2005 compared to $4,500 for the corresponding period in the prior year.  Since the company has had no revenues since its inception, a comparison of the two periods is not meaningful.







Operating Expenses



Costs and expenses amounted to $10,625 for the three months ended June 30, 2005 compared to $3,062 for the corresponding period in the prior year, an increase of $7,563. This increase was primarily the result of the Company merging with a company that had a plan of operations in the process of implementation.



Net Income or Loss



Net loss amounted to $9,245 for the three months ended June 30, 2005 compared to a net loss of $1,414 for the corresponding period in the prior year, an increase of $7,831.  The net loss increase primarily due to an increase in operating 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 June 30, 2005.



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 June 30, 2005.



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
|----------------------------------------------------------------------------------------------------------------------



(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: August 22, 2005
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|                                                                                                                                                                



































Exhibit 31.1

302(a) CERTIFICATIONS

I, Cindy K. Swank, certify that:



1.  I have reviewed this quarterly report on Form 10-QSB of APD Antiquities, Inc.;



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



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



4.  The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness  of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.



5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a)  all significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting; and



Date: August 22, 2005

/s/ Cindy K. Swank



Cindy K. Swank, President

Chief Executive Officer,

Chief Financial Officer











Exhibit 32.1

APD ANTIQUITIES, INC.

CERTIFICATION PURSUANT TO 18 USC SECTION 1350, AS ADOPTED PURSANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the periodic report of APD ANTIQUITIES, INC., a Nevada corporation (the Company), on Form 10-QSB for the period ended June 30, 2005, as filed with the Securities and Exchange Commission (the Report), I, CINDY K. SWANK, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:



(1)  the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and



(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.



This Certification has not been, and shall not be deemed, filed with the Securities and Exchange Commission.



Date:  August 22, 2005



By: /s/ Cindy K. Swank



Cindy K. Swank, President

Chief Executive Officer,

Chief Financial Officer