UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-Q



|     |                                                                                      
|---- | -------------------------------------------------------------------------------------
|[X]  | Quarterly report pursuant Section 13 or 15(d) of
the Securities Exchange Act of 1934 
|     | For the quarterly period ended June 30,
2009.                                        
|     |                                                                                      
|[  ] | Transition report pursuant Section 13 or 15(d) of
the Securities Exchange Act of 1934
|     | For the transition period from _______ to
_______.                                   



000-50738

(Commission file number)



APD ANTIQUITIES, INC.

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



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



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

(Address of principal executive offices)



(509) 744-8590

(Registrants telephone number)



______________________________________

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



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
  Yes [X]  No [  ]



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



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



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



As of August 18, 2009, there were 2,336,000 shares of
the registrants common stock outstanding.

---



TABLE
OF CONTENTS



|                               |                                                                                       |    |   
|------------------------------ | ------------------------------------------------------------------------------------- | -- | --
|PART I  FINANCIAL INFORMATION |                                                                                       | 3 
|Item 1.                        | Financial Statements                                                                  |    | 3 
|Item 2.                        | Managements Discussion and Analysis of
Financial Condition and Results of Operations |    | 12
|Item 3.                        | Quantitative and Qualitative Disclosures About
Market Risk                            |    | 13
|Item 4.                        | Controls and Procedures                                                               |    | 13
|PART II  OTHER INFORMATION    |                                                                                       | 14
|Item 1.                        | Legal Proceedings                                                                     |    | 14
|Item 1A.                       | Risk Factors                                                                          |    | 14
|Item 2.                        | Unregistered Sales of Equity Securities and Use
of Proceeds                           |    | 14
|Item 3.                        | Defaults Upon Senior Securities                                                       |    | 14
|Item 4.                        | Submission of Matters to a Vote of Security
Holders                                   |    | 14
|Item 5.                        | Other Information                                                                     |    | 14
|Item 6.                        | Exhibits                                                                              |    | 14
|SIGNATURES                     |                                                                                       |    | 15



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PART I 
FINANCIAL INFORMATION



Item1. Financial Statements

|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|------------------------------------ | ------------------------------------------ | -------------------------------------------------- | -------------------------------------------------- | ----- | ----- | --------- | --------- | --------- | ------------
|APD ANTIQUITIES, INC.               
|BALANCE SHEETS                      
|                                     |                                            |                                                    |                                                    |       |       |           | June 30,  |           | December 31,
|                                     |                                            |                                                    |                                                    |       |       |           | 2009      |           | 2008        
|                                     |                                            |                                                    |                                                    |       |       |           | Unaudited |           |             
|ASSETS                               |                                            |                                                    |                                                    |       |       |           |          
|                                     | CURRENT ASSETS                             |                                                    |                                                    |       |       |           |          
|                                     |                                            | Cash                                               |                                                    |       | $     | 2,969     | $         | 1,124    
|                                     |                                            | Inventory                                          |                                                    |       |       | 4,709     |           | 4,709    
|                                     |                                            |                                                    | Total Current Assets                               |       |       |           | 7,678     |           | 5,833       
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | TOTAL ASSETS                               |                                                    |                                                    | $     | 7,678 | $         | 5,833    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                            |                                                    |                                                    |       |      
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | CURRENT LIABILITIES                        |                                                    |                                                    |       |       |           |          
|                                     |                                            | Accounts payable                                   |                                                    |       | $     | 19,999    | $         | 29,497   
|                                     |                                            | Accrued expenses                                   |                                                    |       |       | 6,050     |           | 12,356   
|                                     |                                            | Commissions payable - related party                |                                                    |       | 5,462 |           | 5,462    
|                                     |                                            |                                                    | Total Current Liabilities                          |       |       |           | 31,511    |           | 47,315      
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | LONG TERM LIABILITIES                      |                                                    |                                                    |       |       |           |          
|                                     |                                            | Loan payable                                       |                                                    |       |       | 5,000     |           | 5,000    
|                                     |                                            | Loan payable - related party                       |                                                    |       |       | 1,200     |           | 1,200    
|                                     |                                            |                                                    | Total Long Term Liabilities                        |       |       |           | 6,200     |           | 6,200       
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | COMMITMENTS AND CONTINGENCIES              |                                                    |                                                    | -     |       | -        
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | STOCKHOLDERS' EQUITY                       |                                                    |                                                    |       |       |           |          
|                                     |                                            | Preferred stock, 5,000,000 shares authorized,      |                                                    |       |       |           |          
|                                     |                                            |                                                    | $0.001 par value; no shares issued and outstanding |       |       | -         |           | -        
|                                     |                                            | Common stock, 20,000,000 shares authorized, $0.001 |                                                    |       |       |           |          
|                                     |                                            |                                                    | par value; 2,336,000 and 1,781,000  shares
issued  |       |       |           |           |          
|                                     |                                            |                                                    | and outstanding, respectively                      |       |       |           | 2,336     |           | 1,781       
|                                     |                                            | Additional paid-in capital                         |                                                    |       |       | 140,339   |           | 115,919  
|                                     |                                            | Accumulated deficit                                |                                                    |       |       | (172,708) |           | (165,381)
|                                     |                                            |                                                    | Total Stockholder's Equity                         |       |       |           | (30,033)  |           | (47,681)    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY |                                                    | $                                                  | 7,678 | $     | 5,833    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             

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



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|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|--------------------------------- | -------------------------- | ------------------------------ | ------- | --------- | ------------------ | ------- | --------- | --------------- | ------- | --------- | --------- | -------- | --------- | ---------
|APD ANTIQUITIES, INC.            
|STATEMENTS OF
OPERATIONS         
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|                                  |                            |                                |         |           | Three Months Ended |         |           | Six Month Ended
|                                  |                            |                                |         |           | June 30,           |         |           | June 30,        |         |           | June 30,  |          |           | June 30, 
|                                  |                            |                                |         |           | 2009               |         |           | 2008            |         |           | 2009      |          |           | 2008     
|                                  |                            |                                |         |           | Unaudited          |         |           | Unaudited       |         |           | Unaudited |          |           | Unaudited
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|SALES                             |                            |                                | $       | -         |                    |         | -         |                 |         | -         |           | $        | -        
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|COST OF GOODS SOLD                |                            |                                | -       |           |                    | -       |           |                 | -       |           |           | -       
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|GROSS PROFIT                      |                            |                                | -       |           |                    | -       |           |                 | -       |           |           | -       
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|EXPENSES                          |                            |                                |         |           |                    |         |           |                 |         |           |           |         
|                                  | Marketing                  |                                |         | 81        |                    |         | 120       |                 |         | 254       |           |          | 200      
|                                  | Rent                       |                                |         | 900       |                    |         | 900       |                 |         | 1,800     |           |          | 1,800    
|                                  | General and administrative |                                |         | 189       |                    |         | 994       |                 |         | 213       |           |          | 1,164    
|                                  | Professional fees          |                                |         | 1,344     |                    |         | 6,126     |                 |         | 5,059     |           |          | 16,559   
|                                  | Commissions                |                                |         | -         |                    |         | -         |                 |         | -         |           |          | -        
|                                  |                            | TOTAL EXPENSES                 |         |           | 2,514              |         |           | 8,140           |         |           | 7,326     |          |           | 19,723   
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|LOSS FROM OPERATIONS              |                            |                                | (2,514) |           |                    | (8,140) |           |                 | (7,326) |           |           | (19,723)
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|OTHER INCOME (EXPENSE)            |                            |                                |         |           |                    |         |           |                 |         |           |           |         
|                                  | Interest expense           |                                |         | -         |                    |         | -         |                 |         | -         |           |          | -        
|                                  |                            | TOTAL OTHER INCOME (EXPENSE)   |         |           | -                  |         |           | -               |         |           | -         |          |           | -        
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|INCOME (LOSS) BEFORE INCOME TAXES |                            |                                | (2,514) |           |                    | (8,140) |           |                 | (7,326) |           |           | (19,723)
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|INCOME TAXES                      |                            |                                | -       |           |                    | -       |           |                 | -       |           |           | -       
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|NET INCOME (LOSS)                 |                            | $                              | (2,514) |           |                    | (8,140) |           |                 | (7,326) |           | $         | (19,723)
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|                                  | NET LOSS PER COMMON SHARE, |                                |         |           |                    |         |           |                 |         |           |           |          |          
|                                  |                            | BASIC AND DILUTED              |         | $         | nil                |         |           | nil             |         |           | nil       |          | $         | (0.01)   
|                                  |                            |                                |         |           |                    |         |           |                 |         |           |           |          |           |          
|                                  | WEIGHTED AVERAGE NUMBER OF |                                |         | 2,214,022 |                    |         | 1,731,000 |                 |         | 1,998,707 |           |          | 1,731,000
|                                  |                            | COMMON STOCK SHARES            |         |           |                    |         |           |                 |         |           |           |          |           |          
|                                  |                            | OUTSTANDING, BASIC AND DILUTED |         |           |                    |         |           |                 |         |           |           |          |           |          



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



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|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|----------------------------------------- | ------------------------------------------ | ---------------------------------------------------- | ------- | ------- | -------------------------- | --------- | -------- |  | ---------
|APD ANTIQUITIES, INC.                    
|STATEMENTS OF CASH
FLOWS                 
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|                                          |                                            |                                                      |         |         | For the Sixth Months
Ended
|                                          |                                            |                                                      |         |         |                            | June 30,  |          |  | June 30, 
|                                          |                                            |                                                      |         |         |                            | 2009      |          |  | 2008     
|                                          |                                            |                                                      |         |         |                            | Unaudited |          |  | Unaudited
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|CASH FLOWS FROM OPERATING ACTIVITIES      |                                            |                                                      |         |         |                           
|                                          | Net loss                                   |                                                      | $       | (7,326) |                            | $         | (19,723)
|                                          | Adjustments to reconcile net loss          |                                                      |         |         |                            |          
|                                          |                                            | to net cash provided (used) by operating
activities: |         |         |                            |           |         
|                                          | Decrease (increase) in inventory           |                                                      | -       |         |                            | -        
|                                          | Increase (decrease) in accrued expenses    |                                                      | (6,306) |         |                            | -        
|                                          | Increase (decrease) in accounts payable    |                                                      | (9,498) |         |                            | 16,037   
|                                          | Increase (decrease) in commissions payable |                                                      | -       |         |                            | -        
|                                          | Increase (decrease) in interest payable    |                                                      | -       |         |                            | -        
|                                          | Increase (decrease) in loan payable        |                                                      | -       |         |                            | -        
|Net cash provided by operating activities |                                            | (23,130)                                             |         |         | (3,686)                   
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|CASH FLOWS FROM INVESTING ACTIVITIES      |                                            | -                                                    |         |         | -                         
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|CASH FLOWS FROM FINANCING ACTIVITIES      |                                            |                                                      |         |         |                           
|                                          | Proceeds from sale of common stock         |                                                      | 24,975  |         |                            | -        
|                                          | Proceeds from note payable                 |                                                      | -       |         |                            | -        
|                                          | Payment of note payable                    |                                                      | -       |         |                            | -        
|Net cash used by financing activities     |                                            | 24,975                                               |         |         | -                         
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|Change in cash                            |                                            |                                                      | 1,845   |         | #                          | (3,686)  
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|Cash, beginning of period                 |                                            | 1,124                                                |         |         | 3,981                     
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|Cash, end of period                       | $                                          | 2,969                                                |         | $       | 295                       
|                                          |                                            |                                                      |         |         |                            |           |          |  |          
|SUPPLEMENTAL CASH FLOW DISCLOSURES:       |                                            |                                                      |         |         |                           
|                                          | Interest paid                              | $                                                    | -       |         | $                          | -        
|                                          | Income taxes paid                          | $                                                    | -       |         | $                          | -        
|                                          |                                            |                                                      |         |         |                            |           |          |  |          

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



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APD ANTIQUITIES, INC.

Condensed Notes to the Interim Financial Statements

June
30, 2009





NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS



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



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



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



Operating results for the six month period ended June 30, 2009 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2009.



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



NOTE
2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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



Accounting Method

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



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Advertising Costs

Advertising costs, including costs for direct mailings, are
expensed when incurred.  During the six months ending June 30, 2009, and
June 30, 2008 were $254 and $200, respectively.



Basic and Diluted Earnings Per Share

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



Cash
and Cash Equivalents

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



Compensated Absences

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



Derivative Instruments

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



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



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



As of
June 30, 2009, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.



Going Concern

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

going
concern.    At June 30, 2009, the Company had a history of
operating losses, an accumulated deficit of $172,708 and limited cash resources.
These conditions raise significant doubt about the Companys ability to continue
as a going concern. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations. Management's plans are
to seek additional capital through sales of its common stock.  If
necessary, the Company may sell common stock to provide additional cash to
future operations and market development.  However, management has no plans
to make a private offering of common stock at this time.



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

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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, 2009. In the future, if the Company consigns inventory,
it will retain title and will insure the inventory until the inventory is sold,
returned, lost, stolen, damaged, or destroyed.



Revenue and Cost Recognition

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



Although the Company does not provide a written warranty on its
items sold, the Company will refund the purchase price paid to any customer in
those instances when an item sold is proven to be non-authentic. In a majority
of instances, the Company receives a certificate of authenticity for documents
(items) purchased from its vendors and is reasonably assured as to the
provenance of its products. Since inception, the Company has made no refunds for
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,
2009, the Company had not participated in consignment or conditional sales;
therefore, there are no unsettled transactions related to sales or cost of
sales.



Fair
Value of Financial Instruments

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



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



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



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



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



The
Company does not have any assets or liabilities measured at fair value on a
recurring basis at June 30, 2009.



- 8
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NOTE
3  COMMITMENTS



Rental Agreement

The
Company has a month-to-month rental agreement for office space in Spokane,
Washington.  The monthly rent is $300.  At June 30, 2009, the Company
has accrued rent payable of $11,400.



NOTE
4  PROVISION FOR TAXES



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



FIN
48 Disclosure

Effective December 1, 2007, the Company adopted the Financial
Accounting Standards Board (FASB) Interpretation No. 48, Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109
(FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. Additionally, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. The adoption of FIN 48 did not have a material
impact on the Companys financial position, results of operation or liquidity.
The current Company policy classifies any interest recognized on an underpayment
of income taxes as interest expense and classifies any statutory penalties
recognized on a tax position taken as selling, general and administrative
expense.



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



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



At June
30, 2009, the Company had deferred tax assets of approximately $ 58,000
principally arising from net operating loss carry forwards for income tax
purposes calculated at an expected rate of 34%. As management of the Company
cannot determine that it is more likely than not that the Company will realize
the benefit of the deferred tax assets, a valuation allowance equal to the
deferred tax assets was present at June 30, 2009 and 2008.



The
significant components of the Companys deferred tax assets at June 30, 2009 and
December 31, 2008 were as follows:



|                                       |  |              |                  |   |   |         |  
|-------------------------------------- |  | ------------ | ---------------- | - | - | ------- | -
|                                       |  | June 30,2009 | December 31,2008 |  
|Net operating
loss carryforward        |  | $            | 172,708          |   | $ | 165,381 |  
|                                       |  |              |                  |   |   |         |  
|Deferred tax
asset                     |  | $            | 58,000           |   | $ | 56,000  |  
|Deferred tax
asset valuation allowance |  |              | (58,000          | ) |   | (56,000 | )
|Net deferred
tax asset                 |  | $            | -                |   | $ | -       |  



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At June
30, 2009, the Company has net operating loss carry forwards of approximately
$172,708, which expire in the years 2022 through 2029. The change in the
allowance account from December 31, 2008 to June 30, 2009 was an increase of
$2,000.



NOTE
5  PREFERRED AND COMMON STOCK



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



On
April 20, 2009 the Company sold 555,000 shares of common stock in a private
placement for cash of $24,975 ($0.045 per share).



NOTE
6  STOCK OPTION PLAN



The
Companys board of directors approved the adoption of the 2001 Non-Qualified
Stock Option and Stock Appreciation Rights Plan by unanimous consent on January
15, 2001. This plan was initiated to encourage and enable officers, directors,
consultants, advisors and other key employees of the Company to acquire and
retain a proprietary interest in the Company by ownership of its common stock. A
total of 1,000,000 of the authorized shares of the Companys common stock may be
subject to, or issued pursuant to, the terms of the plan. No options have been
issued under the plan as of June 30, 2009.



NOTE
7  RECENT ACCOUNTING PRONOUNCEMENTS



On
June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
CodificationTM and the
Hierarchy of Generally Accepted Accounting Principlesa replacement of FASB
Statement No. 162 (SFAS 168). Under SFAS 168, the FASB Accounting
Standards Codification will become the source of authoritative U.S. generally
accepted accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. On the effective date of this statement, the
Codification will supersede all existing non-SEC accounting and reporting
standards. This standard is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. The adoption of
SFAS 168 will not have a material impact on its financial position or results of
operations.



In
June 2009, the FASB issued SFAS 167,Amendments to FASB Interpretation
No (46R) (SFAS 167). SFAS 167 retains the scope of Interpretation 46(R)
with the addition of entities previously considered qualifying special purpose
entities, as the concept of these entities was eliminated in SFAS 166. This
standard is effective for period annual reporting periods beginning after
November 15, 2009. The Company does not believe adoption of SFAS 167 will have a
material impact on its financial position or results of operations.



In
June 2009, the FASB issued SFAS 166, Accountingfor Transfers of
Financial Assets  an amendment of FASB Statement No. 140  (SFAS
166). SFAS 166 removes the concept of a qualifying special-purpose entity from
Statement 140 and removes the exception from applying FASB Interpretation No
46,Consolidation of Variable Interest Entities , to qualifying
special purpose entities. This standard is effective for annual reporting
periods beginning after November 15, 2009. The Company does not believe
adoption of SFAS 166 will have a material impact on its financial position or
results of operations.



In May
2009, FASB issued FASB Statement No. 165 Subsequent events (SFAS No. 165) to
be effective for the interim or annual financial periods ending after June15,
2009.  SFAS No. 165 The objective of this Statement is to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  In particular, this Statement sets forth: 1. The period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements. 2.  The circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements.



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3. The disclosures that an entity should make about events or
transactions that occurred after the balance sheet date.  The effect of
adoption of SFAS No. 165 on the Companys financial position and results of
operations is not expected to be material.



NOTE
8  SUBSEQUENT EVENTS



The Company has evaluated all events that occur after the balance
sheet date but before financial statements are to be issued to determine if they
must be reported.  As of the financial statement issue date, no reportable
events had occurred.



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



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



Liquidity and Capital Resources



APD Antiquities, Inc.s
(the Company or APD) financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.   APD uses cash and
cash equivalents as its primary measure of liquidity.  Except as discussed
above, management is not aware of any other known trends, events, commitments or
uncertainties that will have a significant impact on liquidity.



As of June 30, 2009, we
had an accumulated deficit of $172,708 compared to an accumulated deficit of
$165,381 for the year ended December 31, 2008.  This must be read in
conjunction with the notes to the audited financial statements of December 31,
2008.



Results of Operations



Results of operations for
the six months ended June 30, 2009, compared to the six months ended June 30,
2008 are as follows:



Net
cash used in operating activities during the six months ended June 30, 2009 was
$23,130 as compared to net cash used in operating activities during the six
months ended June 30, 2008 of $3,686.



Revenues



Total revenues amounted to
$0 for the six months ended June 30, 2009 compared to $0 for the corresponding
period in the prior year.



Operating Expenses



Costs and expenses
amounted to $7,326 for the six months ended June 30, 2009 compared to $19,723
for the corresponding period in the prior year, a decrease of $12,397. The net
loss decrease is primarily due to a decrease in professional fees.



Net Income or Loss



Net loss amounted to
$7,326 for the six months ended June 30, 2009 compared to a net loss of $19,723
for the corresponding period in the prior year, a decrease of $12,397. The net
loss decrease is primarily due to a decrease in professional fees.



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Plan
of Operations



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



ITEM 3.QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



Not required



ITEM
4.  CONTROLS AND PROCEDURES



In
connection with the preparation of this Quarterly Report on Form 10-Q, an
evaluation was carried out by the Companys management, with the participation
of the Companys Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Companys disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(Exchange Act)).  Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in SEC rules and forms and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and 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, 2008, relating to fundamental elements of an
effective control environment and adequate segregation of duties and monitoring
and review activities described in the 2008 Annual Report on Form 10-K, the
Companys management concluded that, as of June 30, 2009, the Companys
disclosure controls and procedures were ineffective.



In
addition, there has been no change in the Companys internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the quarter ended June 30, 2009, that has materially affected,
or is reasonably likely to materially affect, the Companys internal control
over financial reporting.



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PART II - OTHER INFORMATION



ITEM 1.  LEGAL
PROCEEDINGS



The Registrant is not
currently involved in any litigation.



ITEM
1A.  RISK FACTORS



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



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



On
April 20, 2009, we issued 555,000 unregistered shares of its common stock, par
value $0.001, at $.045 per share from its treasury in exchange for $24,975 cash.
The company sold these restricted shares to further capitalize the Company in
order to pay operating expenses and to execute its business plan.



We
relied on the exemption from registration provided by Section 4(2) and Rule 506
of Regulation D under the Securities Act of 1933, as amended (Regulation D),
for sales to accredited investors (as such term is defined in Rule 501 of
Regulation D).  Each purchaser represented to the Company that they are an
accredited investor.  We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was not general
solicitation or general advertising involved in the offer or sale and no fees
were paid in connection with the transaction.



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, 2009.



ITEM 5.  OTHER
INFORMATION



None



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



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

3.1
Articles of Incorporation of
Registrant(1)

3.2
Bylaws of Registrant(1)

31.1
Sarbanes-Oxley
Section 302(a) Certification

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



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SIGNATURES



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



APD ANTIQUITIES,
INC.



|                                                                                       
|---------------------------------------------------------------------------------------
|BY:
 /s/ Cindy K. Swank
                                          Date:
August 18, 2009
|Cindy K. Swank, President,
Treasurer,
CEO,
Principal Financial Officer                 





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