UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark One)

[
X ]

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



For the quarterly
period ended

September 30,
2008



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
September 30, 2008, there were 1,756,000 shares of the
registrants common stock outstanding.



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













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APD ANTIQUITIES, INC.

INDEX



PART
I.

FINANCIAL
INFORMATION



Item
1.

Financial
Statements                                                                          
3



Balance
Sheets as of September 30, 2008 (unaudited)

and
December 31, 2007

3



Statements
of Operations (unaudited) for the nine

months
ended September  30, 2008 and 2007

5



Statements
of Cash Flows (unaudited) for the nine

months
ended September 30, 2008 and 2007

5



Condensed
Notes to Financial Statements

6



Item
2.

Plan
of Operations

11



Item
3.

Controls
and Procedures

12



PART
II.

OTHER
INFORMATION

12



Item
6.

Exhibits
and Reports on Form 8-K

13





2





---





|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |              | 
|----------------------------- | ------------------------------------------- | -------------------------------------------------- | -------------------------------------------------------------------------------- | ------ | ------ | --------- | ------------- | --------- | ------------ | 
|APD ANTIQUITIES, INC.        
|BALANCE SHEETS               
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              |                                             |                                                    |                                                                                  |        |        |           | September 30, |           | December 31,
|                              |                                             |                                                    |                                                                                  |        |        |           | 2008          |           | 2007        
|                              |                                             |                                                    |                                                                                  |        |        |           | (unaudited)   |           | (audited)   
|ASSETS                        |                                             |                                                    |                                                                                  |        |        |           |              
|                              | CURRENT ASSETS                              |                                                    |                                                                                  |        |        |           |              
|                              |                                             | Cash                                               |                                                                                  |        | $      | 8,813     | $             | 3,981    
|                              |                                             | Inventory                                          |                                                                                  |        |        | 4,709     |               | 4,709    
|                              |                                             |                                                    | Total Current Assets                                                             |        |        |           | 13,522        |           | 8,690       
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              | TOTAL ASSETS                                |                                                    |                                                                                  | $      | 13,522 |           | 8,690        
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              |                                             |                                                    |                                                                                  |        |        |          
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              | LIABILITIES AND STOCKHOLDERS' DEFICIT       |                                                    |                                                                                  |        |        |           |              
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              | CURRENT LIABILITIES                         |                                                    |                                                                                  |        |        |           |              
|                              |                                             | Accounts payable                                   |                                                                                  |        | $      | 29,304    | $             | 10,768   
|                              |                                             | Commissions payable - related party                |                                                                                  |        | 5,462  |           | 5,462        
|                              |                                             |                                                    | Total Current Liabilities                                                        |        |        |           | 34,766        |           | 16,230      
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              | LONG-TERM LIABILITIES                       |                                                    |                                                                                  |        |        |          
|                              |                                             | Long-term loan payable                             |                                                                                  |        |        |           | 5,000         |           | 5,000       
|                              |                                             | Loan payable  related party                       |                                                                                  |        |        |           | 4,200         |           | 4,200       
|                              |                                             | Total
Long-Term Liabilities                        |                                                                                  |        |        |           | 9,200         |           | 9,200       
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|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, $0.001 |                                                                                  |        |        |           |              
|                              |                                             |                                                    | par value;  1,756,000  and 1,731,000
shares issued and outstanding  respectively |        |        | 1,756     |               | 1,731    
|                              |                                             | Additional paid-in capital                         |                                                                                  |        |        | 110,944   |               | 98,469   
|                              |                                             | Accumulated deficit                                |                                                                                  |        |        | (143,144) |               | (116,940)
|                              |                                             |                                                    | Total Stockholder's Deficit                                                      |        |        |           | (30,444)      |           | (16,741)    
|                              |                                             |                                                    |                                                                                  |        |        |           |               |           |             
|                              | TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT |                                                    | $                                                                                | 13,522 | $      | 8,690    



See
accompanying condensed notes to interim financial statements.



3





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|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|--------------------------------- | -------------------------- | ------------------------------ | ------- | ------------------ | ------- | ----------------- | --------- | ----------- | -------- | ----------- | -------- | -------- | --------- | ------
|APD ANTIQUITIES, INC.            
|STATEMENTS OF
OPERATIONS         
|                                  |                            |                                |         | Three Months Ended |         | Nine Months Ended
|                                  |                            |                                |         | September 30,      |         | September 30,    
|                                  |                            |                                |         | 2008               |         | 2007              |           | 2008        |          | 2007       
|                                  |                            |                                |         | (unaudited)        |         | (unaudited)       |           | (unaudited) |          | (unaudited)
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|SALES                             |                            | $                              | -       |                    | $       | -                 |           | $           | -        |             | $        | 3,400   
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|COST OF GOODS SOLD                |                            |                                | -       |                    |         | -                 |           |             | -        |             |          | 1,600   
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|GROSS PROFIT                      |                            |                                | -       |                    |         | -                 |           |             | -        |             |          | 1,800   
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|EXPENSES                          |                            |                                |         |                    |         |                   |           |             |          |             |          |         
|                                  | Marketing                  |                                |         | 120                |         |                   | 40        |             |          | 320         |          |          | 200      
|                                  | Rent                       |                                |         | 900                |         |                   | 900       |             |          | 2,700       |          |          | 2,700    
|                                  | General and administrative |                                |         | 17                 |         |                   | 128       |             |          | 1,182       |          |          | 999      
|                                  | Professional fees          |                                |         | 5,443              |         |                   | 3,293     |             |          | 22,001      |          |          | 12,830   
|                                  | Commissions                |                                |         | -                  |         |                   | -         |             |          | -           |          |          | 306      
|                                  |                            | TOTAL EXPENSES                 |         |                    | 6,480   |                   |           | 4,360       |          |             | 26,203   |          |           | 17,035
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|LOSS FROM OPERATIONS              |                            |                                | (6,480) |                    |         | (4,360)           |           |             | (26,203) |             |          | (15,235)
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|                                  |                            | OTHER INCOME (EXPENSE)         |         |                    |         |                   |           |             |          |             |          |          |           |       
|                                  |                            | Interest expense               |         |                    | -       |                   |           | (24)        |          |             | -        |          |           | (72)  
|                                  |                            | TOTAL OTHER INCOME (EXPENSE)   |         |                    | -       |                   |           | (24)        |          |             | -        |          |           | (728) 
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|INCOME (LOSS) BEFORE INCOME
TAXES |                            | (6,480)                        |         |                    | (4,384) |                   |           | (26,203)    |          |             | (15,307)
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|INCOME TAXES                      |                            |                                | -       |                    |         | -                 |           |             | -        |             |          | -       
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|NET (LOSS)                        |                            | $                              | (6,480) |                    | $       | (4,384)           |           | $           | (26,203) |             | $        | (15,307)
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|                                  | NET LOSS PER COMMON SHARE, |                                |         |                    |         |                   |           |             |          |             |          |          |          
|                                  |                            | BASIC AND DILUTED              |         | $                  | (0.01)  |                   | $         | (0.01)      |          | $           | (0.01)   |          | $         | (0.01)
|                                  |                            |                                |         |                    |         |                   |           |             |          |             |          |          |           |       
|                                  | WEIGHTED AVERAGE NUMBER OF |                                |         |                    |         |                   |           |             |          |             |          |          |          
|                                  |                            | COMMON STOCK SHARES            |         |                    |         |                   |           |             |          |             |          |          |           |       
|                                  |                            | OUTSTANDING, BASIC AND DILUTED |         | 1,739,967          |         |                   | 1,706,000 |             |          | 1,734,022   |          |          | 1,706,000



See
accompanying condensed notes to interim financial statements



4





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|                                                 |                                                  |                                                      |        |          |         |                   |          |  |             |  |  | 
|------------------------------------------------ | ------------------------------------------------ | ---------------------------------------------------- | ------ | -------- | ------- | ----------------- | -------- |  | ----------- |  |  | 
|APD ANTIQUITIES, INC.                           
|STATEMENTS OF CASH
FLOWS                        
|                                                 |                                                  |                                                      |        |          |         | Nine Months Ended
|                                                 |                                                  |                                                      |        |          |         | September 30,    
|                                                 |                                                  |                                                      |        |          |         | 2008              |          |  | 2007       
|                                                 |                                                  |                                                      |        |          |         | (unaudited)       |          |  | (unaudited)
|CASH FLOWS FROM OPERATING ACTIVITIES             |                                                  |                                                      |        |          |        
|                                                 | Net loss                                         |                                                      | $      | (26,203) |         | $                 | (15,307)
|                                                 | Adjustments to reconcile net loss                |                                                      |        |          |         |                  
|                                                 |                                                  | to net cash provided (used) by operating
activities: |        |          |         |                   |         
|                                                 | Decrease (increase) in inventory                 |                                                      | -      |          |         | 1,600            
|                                                 | Increase in accounts payable  related party     |                                                      |        |          |         | -                
|                                                 | Increase in interest payable                     |                                                      | -      |          |         | 72               
|                                                 | Increase (decrease) in accounts payable          |                                                      | 18,536 |          |         | 8,490            
|Increase
(decrease) in commissions payable       |                                                  | -                                                    |        |          | 306    
|Net cash provided (used) by operating
activities |                                                  | (7,668)                                              |        |          | (4,839)
|                                                 |                                                  |                                                      |        |          |         |                   |          |  |            
|CASH FLOWS FROM INVESTING ACTIVITIES             |                                                  | -                                                    |        |          | -      
|                                                 |                                                  |                                                      |        |          |         |                   |          |  |            
|                                                 |                                                  |                                                      |        |          |         |                   |          |  |            
|CASH FLOWS FROM FINANCING ACTIVITIES             |                                                  |                                                      |        |          |        
|                                                 | Proceeds from sale of common stock               |                                                      |        |          |         | 12,500            |          |  |            
|                                                 | Increase (decrease) in loan payable              |                                                      |        |          |         | -                 |          |  | 5,000      
|                                                 | Net cash provided (used) by financing
activities |                                                      |        |          |         | 12,500            |          |  | 5,000      
|                                                 |                                                  |                                                      |        |          |         |                  
|Change in cash                                   |                                                  |                                                      | 4,832  |          |         | 161              
|                                                 |                                                  |                                                      |        |          |         |                   |          |  |            
|Cash, beginning of period                        |                                                  | 3,981                                                |        |          | 51     
|                                                 |                                                  |                                                      |        |          |         |                   |          |  |            
|Cash, end of period                              | $                                                | 8,813                                                |        | $        | 212    
|                                                 |                                                  |                                                      |        |          |         |                   |          |  |            
|SUPPLEMENTAL CASH FLOW DISCLOSURES:              |                                                  |                                                      |        |          |        
|                                                 | Interest paid                                    | $                                                    | -      |          | $       | -                
|                                                 | Income taxes paid                                | $                                                    | -      |          | $       | -                



See
accompanying condensed notes to interim financial statements.







5





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APD
ANTIQUITIES, INC.

Condensed Notes to
the Financial Statements

September 30,
2008





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 is 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.



These
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-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 Companys audited financial statements for the year ended
December 31, 2007.  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, 2008 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2008.



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, 2008 and 2007
these costs were $320 and $200, respectively.



Fair
Value of Financial Instruments

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





6





---

APD
ANTIQUITIES, INC.

Condensed Notes to
the Financial Statements

September 30,
2008





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
September 30, 2008.  The Company did not have any fair value adjustments
for assets and liabilities measured at fair value on a nonrecurring basis during
the nine months ended September 30, 2008.



Going
Concern

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. At September 30, 2008, the Company had a
history of operating losses, an accumulated deficit of $143,144 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
Company inventory sales.  If necessary, the Company may sell common stock
to provide additional cash for future operations and market development.



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
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 sales return reserve.



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 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.





7





---

APD
ANTIQUITIES, INC.

Condensed Notes to
the Financial Statements

September 30,
2008





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, 2008, the
Company has accrued rent payable of $8,100.





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.  No commissions were accrued during the
nine months ended September 30, 2008 and $306 were accrued during the nine
months ended September 30, 2007.



During
the year ended December 31, 2007, related parties loaned the Company $4,200.
 The unsecured loans bear no interest.  The $3,000 loan is due in full
on March 31, 2010 and the $1,200 loan is due in full on November 16, 2012.
During the nine months ended September 30, 2008, the Company has not paid on the
loans.



NOTE
5  NOTE PAYABLE



As of
September 30, 2008, loans to the Company totaled $9,200.  Of this total,
$4,200 represent loans from related parties.  See Note 4. The remaining
$5,000 was loaned to the Company on February 26, 2007.  All of the loans
are non-interest bearing. The $5,000 loan is unsecured has a due date of
December 31, 2010. During the nine months ended September 30, 2008, the Company
has not paid on the loans.



8





---

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 September 30,
2008, we had a working capital deficit of $21,244, compared to a working capital
deficit of $7,540 for the year ended December 31, 2007.  This must be read
in conjunction with the notes to the audited financial statements of December
31, 2007.



Results of Operations



Results of operations
for the nine months ended September 30, 2008, compared to the nine months ended
September 30, 2007 are as follows:



Revenues

Total revenues
amounted to $0 for the nine months ended September 30, 2008 compared to $3,400
for the corresponding period in the prior year.



Operating Expenses



Costs and expenses
amounted to $26,203 for the nine months ended September 30, 2008 compared to
$15,235 for the corresponding period in the prior year, an increase of $10,968.
This increase was primarily the result of the Companys increased professional
fees in 2008.



Net Income or Loss



Net loss amounted to
$26,203 for the nine months ended September 30, 2008 compared to a net loss of
$15,307 for the corresponding period in the prior year, an increase of $10,896.
The net loss increase is primarily due to an increase 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



9





---

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.



ITEM 3. 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 Chief 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, 2007, relating
to fundamental elements of an effective control environment and inadequate
segregation of duties and monitoring and review activities described in the 2007
Annual Report on Form 10-KSB, the Companys management concluded that, as of
September 30, 2008, 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 September 30, 2008, that has materially affected, or is reasonably
likely to materially affect, the Company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



During the period ended September 30, 2008,
the Company sold 25,000shares of

common stock in a private placement for
cash of $12,500 ($0.50 per share).



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, 2008.



ITEM 5.  OTHER
INFORMATION



None



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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:
 already filed previously











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 19, 2008
|                                                                                                                                                                  





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