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 March 31,
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 May 14,
2009, there were 1,781,000 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 |    | 13
|Item 3.                        | Quantitative and Qualitative Disclosures About
Market Risk                            |    | 14
|Item 4.                        | Controls and Procedures                                                               |    | 14
|PART II  OTHER INFORMATION    |                                                                                       | 15
|Item 1.                        | Legal Proceedings                                                                     |    | 15
|Item 1A.                       | Risk Factors                                                                          |    | 15
|Item 2.                        | Unregistered Sales of Equity Securities and Use
of Proceeds                           |    | 15
|Item 3.                        | Defaults Upon Senior Securities                                                       |    | 15
|Item 4.                        | Submission of Matters to a Vote of Security
Holders                                   |    | 15
|Item 5.                        | Other Information                                                                     |    | 15
|Item 6.                        | Exhibits                                                                              |    | 16
|SIGNATURES                     |                                                                                       |    | 16



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PART I 
FINANCIAL INFORMATION



Item1. Financial Statements

|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|------------------------------------ | ------------------------------------------ | -------------------------------------------------- | -------------------------------------------------- | ----- | ----- | --------- | --------- | --------- | ------------
|APD ANTIQUITIES, INC.               
|BALANCE SHEETS                      
|                                     |                                            |                                                    |                                                    |       |       |           | March 31, |           | December 31,
|                                     |                                            |                                                    |                                                    |       |       |           | 2009      |           | 2008        
|                                     |                                            |                                                    |                                                    |       |       |           | Unaudited |           | Audited     
|ASSETS                               |                                            |                                                    |                                                    |       |       |           |          
|                                     | CURRENT ASSETS                             |                                                    |                                                    |       |       |           |          
|                                     |                                            | Cash                                               |                                                    |       | $     | 931       | $         | 1,124    
|                                     |                                            | Inventory                                          |                                                    |       |       | 4,709     |           | 4,709    
|                                     |                                            |                                                    | Total Current Assets                               |       |       |           | 5,640     |           | 5,833       
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | TOTAL ASSETS                               |                                                    |                                                    | $     | 5,640 | $         | 5,833    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                            |                                                    |                                                    |       |      
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | CURRENT LIABILITIES                        |                                                    |                                                    |       |       |           |          
|                                     |                                            | Accounts payable                                   |                                                    |       | $     | 42,773    | $         | 29,497   
|                                     |                                            | Accrued expenses                                   |                                                    |       |       | 3,700     |           | 12,356   
|                                     |                                            | Commissions payable - related party                |                                                    |       | 5,462 |           | 5,462    
|                                     |                                            |                                                    | Total Current Liabilities                          |       |       |           | 51,934    |           | 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; 1,781,000 and 1,731,000  shares
issued  |       |       |           |           |          
|                                     |                                            |                                                    | and outstanding, respectively                      |       |       |           | 1,781     |           | 1,781       
|                                     |                                            | Additional paid-in capital                         |                                                    |       |       | 115,919   |           | 115,919  
|                                     |                                            | Accumulated deficit                                |                                                    |       |       | (170,194) |           | (165,381)
|                                     |                                            |                                                    | Total Stockholder's Equity                         |       |       |           | (52,494)  |           | (47,681)    
|                                     |                                            |                                                    |                                                    |       |       |           |           |           |             
|                                     | TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY |                                                    | $                                                  | 5,640 | $     | 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         
|                                  |                            |                                |         |           |                       |          |           |                      
|                                  |                            |                                |         |           | For The Period Ending |          |           | For The Period Ending
|                                  |                            |                                |         |           | March 31,             |          |           | March 31,            
|                                  |                            |                                |         |           | 2009                  |          |           | 2008                 
|                                  |                            |                                |         |           | Unaudited             |          |           | Unaudited            
|SALES                             |                            |                                | $       | -         |                       | $        | -        
|                                  |                            |                                |         |           |                       |          |           |                      
|COST OF GOODS SOLD                |                            |                                | -       |           |                       | -       
|                                  |                            |                                |         |           |                       |          |           |                      
|GROSS PROFIT                      |                            |                                | -       |           |                       | -       
|                                  |                            |                                |         |           |                       |          |           |                      
|EXPENSES                          |                            |                                |         |           |                       |         
|                                  | Marketing                  |                                |         | 174       |                       |          | 80       
|                                  | Rent                       |                                |         | 900       |                       |          | 900      
|                                  | General and administrative |                                |         | 24        |                       |          | 170      
|                                  | Professional fees          |                                |         | 3,715     |                       |          | 10,433   
|                                  | Commissions                |                                |         | -         |                       |          | -        
|                                  |                            | TOTAL EXPENSES                 |         |           | 4,813                 |          |           | 11,583               
|                                  |                            |                                |         |           |                       |          |           |                      
|LOSS FROM OPERATIONS              |                            |                                | (4,813) |           |                       | (11,583)
|                                  |                            |                                |         |           |                       |          |           |                      
|OTHER INCOME (EXPENSE)            |                            |                                |         |           |                       |         
|                                  | Interest expense           |                                |         | -         |                       |          | -        
|                                  |                            | TOTAL OTHER INCOME (EXPENSE)   |         |           | -                     |          |           | -                    
|                                  |                            |                                |         |           |                       |          |           |                      
|INCOME (LOSS) BEFORE INCOME TAXES |                            |                                | (4,813) |           |                       | (11,583)
|                                  |                            |                                |         |           |                       |          |           |                      
|INCOME TAXES                      |                            |                                | -       |           |                       | -       
|                                  |                            |                                |         |           |                       |          |           |                      
|NET INCOME (LOSS)                 |                            | $                              | (4,813) |           | $                     | (11,583)
|                                  |                            |                                |         |           |                       |          |           |                      
|                                  | NET LOSS PER COMMON SHARE, |                                |         |           |                       |          |          
|                                  |                            | BASIC AND DILUTED              |         | $         | (0.00)                |          | $         | (0.01)               
|                                  |                            |                                |         |           |                       |          |           |                      
|                                  | WEIGHTED AVERAGE NUMBER OF |                                |         | 1,781,000 |                       |          | 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 Period Ending |          |  | For The Period Ending
|                                          |                                            |                                                      |         |         |         | March 31,             |          |  | March 31,            
|                                          |                                            |                                                      |         |         |         | 2009                  |          |  | 2008                 
|                                          |                                            |                                                      |         |         |         | Unaudited             |          |  | Unaudited            
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|CASH FLOWS
FROM OPERATING ACTIVITIES      |                                            |                                                      |         |         |        
|                                          | Net loss                                   |                                                      | $       | (4,813) |         | $                     | (11,583)
|                                          | Adjustments to
reconcile net loss          |                                                      |         |         |         |                      
|                                          |                                            | to net cash
provided (used) by operating activities: |         |         |         |                       |         
|                                          | Decrease
(increase) in inventory           |                                                      | -       |         |         | -                    
|                                          | Increase in
accrued expenses               |                                                      | (8,656) |         |         | -                    
|                                          | Increase in
accounts payable               |                                                      | 13,276  |         |         | 8,253                
|                                          | Increase
(decrease) in commissions payable |                                                      | -       |         |         | -                    
|                                          | Increase
(decrease) in interest payable    |                                                      | -       |         |         | -                    
|                                          | Increase
(decrease) in loan payable        |                                                      | -       |         |         | -                    
|Net cash
provided by operating activities |                                            | (193)                                                |         |         | (3,330)
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|CASH FLOWS
FROM INVESTING ACTIVITIES      |                                            | -                                                    |         |         | -      
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|CASH FLOWS
FROM FINANCING ACTIVITIES      |                                            |                                                      |         |         |        
|                                          | Proceeds from
sale of common stock         |                                                      | -       |         |         | -                    
|                                          | Proceeds from
note payable                 |                                                      | -       |         |         | -                    
|                                          | Payment of note
payable                    |                                                      | -       |         |         | -                    
|Net cash used by
financing activities     |                                            | -                                                    |         |         | -      
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|Change in
cash                            |                                            |                                                      | (193)   |         |         | (3,330)              
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|Cash,
beginning of period                 |                                            | 1,124                                                |         |         | 3,981  
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|Cash, end of
period                       | $                                          | 931                                                  |         | $       | 651    
|                                          |                                            |                                                      |         |         |         |                       |          |  |                      
|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

March
31, 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 three month period ended March 31, 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 three month ending March 31, 2009, and
March 31, 2008 were $174 and $80, 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
March 31, 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 March 31, 2009, the Company had a history of operating losses,
an accumulated deficit of $170,194 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 March 31, 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 March 31,
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 March 31, 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 March 31, 2009, the Company
has accrued rent payable of $10,500.





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.  Commissions paid during the three month
periods ending March 31, 2009 and March 31, 2008 were $0 and $0 respectively.
Previous commissions accrued but unpaid remain at $5,462.



During
the year ended December 31, 2007, a related party loaned the Company $1,200 in
an unsecured and non-interest bearing loan.  The $1,200 loan is due in full
on November 16, 2012.  During the three months ending March 31, 2009, the
Company has not paid on the $1,200 loan.





NOTE
5  NOTE PAYABLE



As of
March 31, 2009, loans to the Company totaled $6,200.  Of this total, $1,200
represents a loan from a related party.  See Note 4. The remaining $5,000
was loaned to the Company on February 26, 2007.   The $5,000 loan is
unsecured, non-interest bearing and has a due date of December 31, 2010. During
the three months ending March 31, 2009, the Company has not paid on the
loan.





NOTE
6  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.



- 9
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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
March 31, 2009, the Company had deferred tax assets of approximately $ 57,000
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 March 31, 2009 and 2008.



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



|                                       |  |               |          |               |   |          |   | 
|-------------------------------------- |  | ------------- | -------- | ------------- | - | -------- | - | 
|                                       |  | March 31,2009 |          | March 31,2008 |  
|Net operating
loss carryforward        |  | $             | 170,194  |               | $ | 128,523  |  
|                                       |  |               |          |               |   |          |  
|Deferred tax
asset                     |  | $             | 57,000   |               | $ | 43,000   |  
|Deferred tax
asset valuation allowance |  |               | (
57,000 | )             |   | (
43,000 | )
|Net deferred
tax asset                 |  | $             | -        |               | $ | -        |  



At
March 31, 2009, the Company has net operating loss carryforwards of
approximately $170,194, which expire in the years 2022 through 2029. The change
in the allowance account from December 31, 2008 to March 31, 2009 was an
increase of $1,000.





NOTE 7  PREFERRED
AND COMMON STOCK



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



The Company has
20,000,000 shares of common stock authorized. All shares of stock are
non-assessable and non-cumulative, with no preemptive rights.



On September 5, 2008,
the Company sold 25,000 shares of common stock in a private placement for cash
of $12,500 ($0.50 per share).



On November 26, 2008
the Company sold 25,000 shares of common stock in a private placement for cash
of $5,000 ($0.20 per share).





NOTE 8  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 March 31, 2009.



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NOTE 9  RECENT ACCOUNTING PRONOUNCEMENTS



In May
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163,
"Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.



In May
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162,
"The Hierarchy of Generally Accepted Accounting Principles".  SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.



In
March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133.  This standard requires companies to
provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged.  The Company has not
yet adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





NOTE
10  SUBSEQUENT EVENTS



On
April 20, 2009 the Company sold 550,000 shares of common stock in a private
placement, with three investors, for cash of $24,750 ($0.045 per share).



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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 March 31, 2009, we
had a working capital deficit of $46,294, compared to a working capital deficit
of $41,482 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 three months ended March 31, 2009, compared to the three months ended March
31, 2008 are as follows:



Revenues



Total revenues amounted to
$0 for the three months ended March 31, 2009 compared to $0 for the
corresponding period in the prior year.



Operating Expenses



Costs and expenses
amounted to $4,813 for the three months ended March 31, 2009 compared to $11,583
for the corresponding period in the prior year, a decrease of $6,770. This
decrease was primarily the result of the Companys decreased professional fees
in 2009.



Net Income or Loss



Net loss amounted to
$4,813 for the three months ended March 31, 2009 compared to a net loss of
$11,583 for the corresponding period in the prior year, an decrease of $6,770.
The net loss decrease is primarily due to an decrease 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 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



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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 March 31, 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 March 31, 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



During
the period ended March 31, 2009, the Company sold noshares of common
stock.



ITEM 4.
 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS



There have been no
submissions of matters to the vote of security holders in the period ended March
31, 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                                                          







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:
 May 14, 2009     
|Cindy
K. Swank, President
Chief
Executive Officer,
Chief
Financial Officer



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