UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A-1

(Mark One)

[ X ]

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



For the quarterly period ended

March 31, 2006



OR

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to _____________________

Commission file number 000-50738

APD ANTIQUITIES, INC.

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



NEVADA                                                         91-1959986

State or jurisdiction of incorporation                                                    (I.R.S Employer I.D

or organization                                                                                             No.)



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

(Address of principal executive offices)

(509) 744-8590

(Issuers telephone number)



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

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

As of March 31, 2006, there were 1,698,000hares of the registrants common stock outstanding.



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











APD ANTIQUITIES, INC.

INDEX



PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Balance Sheets as of March 31, 2006 (unaudited)

and December 31, 2005 (audited)

1

Statements of Operations (unaudited) for the three

months ended March 31, 2006 and 2005

2



Statements of Changes in Stockholders Equity

(unaudited) for the three months ended March 31, 2006

3



Statements of Cash Flows (unaudited) for the three

months ended March 31, 2006 and 2005

4



Notes to Financial Statements

5



Item 2.

Plan of Operations



Item 3.

Controls and Procedures



PART II.

OTHER INFORMATION



Item 6.

Exhibits and Reports on Form 8-K















|APD ANTIQUITIES, INC.               
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|BALANCE SHEETS                      
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|ASSETS                              
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|LIABILITIES AND STOCKHOLDERS' EQUITY
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See accompanying condensed notes to interim financial statements.



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|APD ANTIQUITIES, INC.   
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|STATEMENTS OF OPERATIONS
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|SALES                   
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|COST OF GOODS SOLD      
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|GROSS PROFIT            
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|EXPENSES                
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|LOSS FROM OPERATIONS    
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|OTHER INCOME (EXPENSE)  
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|LOSS BEFORE INCOME TAXES
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|INCOME TAXES            
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|NET LOSS                
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See accompanying condensed notes to interim financial statements

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|APD ANTIQUITIES, INC.                    
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|STATEMENTS OF CASH FLOWS                 
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|CASH FLOWS FROM OPERATING ACTIVITIES     
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|Net cash provided by operating activities
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|CASH FLOWS FROM INVESTING ACTIVITIES     
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|CASH FLOWS FROM FINANCING ACTIVITIES     
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|Net cash used by financing activities    
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|Change in cash                           
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|Cash, beginning of period                
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|Cash, end of period                      
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|SUPPLEMENTAL CASH FLOW DISCLOSURES:      
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See accompanying condensed notes to interim financial statements.





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APD ANTIQUITIES, INC.

Condensed Notes to Financial Statements

March 31, 2006





NOTE 1  BASIS OF PRESENTATION



The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission (SEC).  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2005.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the three month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.



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



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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



Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. At March 31, 2006, the Company had a history of operating losses, an accumulated deficit of $75,237 and limited cash resources.  These conditions raise significant doubt about the Companys ability to continue as a going concern.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations.  Management's plans are to seek additional capital through normal sales.  If necessary, the Company may sell common stock to provide additional cash to future operations and market development.  However, management has no plans to make a private offering of common stock at this time.



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



Advertising Costs

Advertising costs, including costs for direct mailings, are expensed when incurred. During the three months ended March 31, 2006 and 2005 these costs were $40 and $120, respectively.





NOTE 3  COMMITMENTS AND CONTINGENCIES



Rental Agreement

The Company has a month-to-month rental agreement for office space in Spokane, Washington.  The monthly rent is $300.  At March 31, 2006, the Company has accrued rent payable of $1,500, which includes $600 owed from the year ended December 31, 2005.







NOTE 4  RELATED PARTY TRANSACTIONS



The occasional usage of used computer equipment, provided to the Company by the Companys officers at no charge, is considered immaterial for financial reporting purposes.



The Company pays a 3% commission on every sale the Companys officers.  Commissions unpaid, but accrued, are unsecured, payable upon demand and non-interest bearing.  Commissions accrued during the three months ended March 31, 2006 and 2005 were $4,400 and $2,257 respectively.



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



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



Liquidity and Capital Resources



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



As of March 31, 2006, we had a working capital surplus of $8,463, compared to a working capital surplus of $11,908 for the year ended December 31, 2005.  This must be read in conjunction with the notes to the financial statements of December 31, 2005.



Results of Operations



Results of operations for the three months ended March 31, 2006, compared to the three months ended March 31, 2005 are as follows:



Revenues

Total revenues amounted to $2,000 for the three months ended March 31, 2006 compared to $8,400 for the corresponding period in the prior year.



Operating Expenses



Costs and expenses amounted to $5,445 for the three months ended March 31, 2006 compared to $10,872 for the corresponding period in the prior year, a decrease of $5,427. This decrease was primarily the result of the Companys lack of sales in the first quarter of 2006.



Net Income or Loss



Net loss amounted to $3,445 for the three months ended March 31, 2006 compared to a net loss of $2,472 for the corresponding period in the prior year, an increase of $973.  The net loss increase is primarily due to an increase in operating expenses.





Plan of Operations



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



ITEM 3. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures



Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on that evaluation, our CEO and CFO have concluded that these disclosure controls and procedures were sufficiently effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in United States Securities and Exchange Commission rules and forms.



Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met and cannot detect all deviations. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or deviations, if any, within the company, have been detected. While we believe that our disclosure controls and procedures have been effective, in light of the foregoing, we intend to continue to examine and refine our disclosure control and procedures to monitor ongoing developments in this area.







PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS



The Registrant is not currently involved in any litigation.



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



No securities were issued during the three months ended March 31, 2006.



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, 2006.



ITEM 5.  OTHER INFORMATION



None











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

|(a) Exhibits:

31.1     Sarbanes-Oxley Section 302(a) Certification

32.1     Sarbanes-Oxley Section 906 Certification
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(b) Reports on Form 8-K:



February 4, 2005: Dismissal of Beckstead and Watts; LLP and appointment of Williams and Webster, PS as independent accountant.



February 24, 2005: Amendment to change of independent accountants

April 19, 2005: Completion of acquisition of GCJ, Inc. and merger.











SIGNATURES

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

APD ANTIQUITIES, INC.

|BY:  /s/ Cindy K. Swank
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Cindy K. Swank, President
Chief Executive Officer,
Chief Financial Officer

Date: December 6, 2006
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