SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(D) OF THE SECURITIES


EXCHANGE
      ACT OF 1934


For
      the
      fiscal year ended December 31, 2007





o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





Commission
      file number 000-50738





APD
      ANTIQUITIES, INC.


(Name
        of
        Small Business Issuer Specified in Its Charter)





Nevada
            
            91-
                1959986(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





1314
                S. Grand Boulevard, Suite 2 - 250, Spokane, WA
            
            99202(Address
                of principal executive offices)
            
            (Zip
                Code)





Issuer's
      telephone number (including area code): (509) 744-8590





Securities
      registered under Section 12(b) of the Act: None





Securities
      registered under Section 12(g) of the Act:


Common
      Stock, par value $.001


(Title
      of
      Class)





Check
      whether the issuer (1) filed all reports to be filed by Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934 during the past 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. xYes o No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained herein, and no disclosure will be contained, to the
      best of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





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





Issuer's
      revenues for the most recent fiscal year: $6,300.





The
      aggregate market value of the Registrant's Common Stock held by non- affiliates
      of the Registrant (483,000 shares) as of December 31,2007 was approximately
      $58,250 based upon $.25 per share, the price at which the stock was originally
      issued.





The
      Registrant had 1,731,000 shares of Common Stock outstanding as of December
      31,2007.





DOCUMENTS
      INCORPORATED BY REFERENCE


Not
      Applicable.





Transitional
      Small Business Disclosure Format (Check one): Yes o; No x







In
      accordance with the guidelines set forth by United States Securities and
      Exchange Commission in their recent review of the APD Antiquities, Inc.
      (hereinafter "We", the "Registrant" or the "Company") Form 10-KSB and subsequent
      financial statements and related disclosures contained within, for fiscal the
      year ended December 31, 2007, we have amended the Form 10-KSB as a result of
      inconsistencies in reference to rules in the Controls and Procedures, and the
      language in Section 302 Certification, as well as filing incorrect financial
      statements and omitting the auditors report which should have been included
      in
      the original filing.





2




**TABLE
      OF CONTENTS**





**Page****PART
                I**Item
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            7Item
                3.
            Legal
                Proceedings
            7Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            7**PART
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters
            7Item
                6
            Management’s
                Discussion and Analysis or Plan of Operation
            8Item
                7.
            Financial
                Statements
            12Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            12Item
                8A.
            Controls
                and Procedures
            12Item
                8B.
            Other
                Information
            15**PART
                III**Item
                9.
            Directors,
                Executive Officers of the Registrant;
              Compliance
                with Section 16 (a) of the Securities Exchange Act
            16Item
                10.
            Executive
                Compensation
            17Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            18Item
                12.
            Certain
                Relationships and Related Transactions
            19Item
                13.
            Exhibits
            19Item
                14.
            Principal
                Accountant Fees and Services
            20SIGNATURES
            
            21





3




PART
      I





ITEM
      1.
      DESCRIPTION OF BUSINESS





BUSINESS
      DEVELOPMENT





APD
      Antiquities, Inc. (hereinafter "We", the "Registrant" or the "Company") was
      incorporated in the State of Nevada on July 23, 1996.





APD
      Antiquities, Inc. is an e-Commerce based Company engaged in the business of
      acquiring and marketing antiques. As of December 31, 2007 our inventory consists
      of four antiques, with an inventory cost of $4,709.00. Retail sales of antiques
      and collectibles are primarily facilitated through our web site:
      http://www.apd-antiquities.com.





On
      December 27, 2004, APD Antiquities, Inc., a Nevada corporation and GCJ, Inc.,
      ("GCJ") a Nevada corporation entered into to an Acquisition Agreement and Plan
      of Merger, whereby APD has acquired all the outstanding shares of common stock
      of GCJ from its sole stockholder in an exchange for $3,600 cash in a transaction
      where APD is the successor corporation. Pursuant to Rule 12g-3(g) of the General
      Rules and Regulations of the Securities and Exchange Commission, the APD
      Antiquities, Inc. is the successor issuer to GCJ for reporting purposes under
      the Securities Exchange Act of 1934, as amended (the "Act"). The purpose of
      this
      transaction was for APD Antiquities, Inc. to succeed to the registration status
      of GCJ under the Exchange Act pursuant to Rule 12g-3.





INVENTORY
      OF ANTIQUES OWNED





We
      purchase and sell rare, high quality Asian antiques, Chinese art and other
      collectibles having their origin in Hong Kong and the Peoples Republic of China.
      In particular, we specialize in museum quality antique items such as statues,
      pottery, porcelain, earthen sculptures, and gilt lacquer accessories. These
      avenues of supply are likely to continue to be our main sources of inventory.
      We
      hope to create a brand synonymous with a large selection including a wide
      variety of antique types from the Far East. Other than this general mission,
      we
      have no established criterion or procedures for selecting merchandise.





In
      order
      to catalogue our inventory, we utilize a computerized inventory control system.
      The computer system allows our sales staff to quickly identify and obtain
      information about every antique in inventory. In addition, our sales staff
      can
      obtain digital images of the antiques from our web site to exhibit to customers.





CLIENTELE





Our
      marketing efforts principally target individuals who have appreciated or
      collected antiques and collectibles, but who may not be aware of the
      availability of antiques for purchase. In addition, antique collectors, interior
      decorators, interior designers, private clients and corporations are being
      targeted as these groups may have an appreciation for antiques or collectibles.




4




We
      have
      two primary sales and marketing strategies. The first is a direct sales approach
      via an Internet retail site. Originating from our corporate headquarters, we
      have contracted with a local Web Designer/Internet Service Provider (ISP) for
      the development and hosting of our retail web site. Upon accessing the site,
      interested parties are able to read about our Company, browse the some of the
      inventory items and place orders. Currently, two of our pieces can be viewed
      in
      our gallery at http://www.apd-antiquities. Utilizing the Internet has allowed
      us
      to market antiques on a global basis. At the current time, due to the expense
      associated with secure credit card transactions, we do not accept credit card
      orders via the web site.





Our
      second marketing and sales strategy is a proposed direct mail approach. The
      direct mail approach will focus on antique collectors, interior decorators,
      home
      designers, private clients and corporations. This marketing effort is aimed
      at
      attracting persons who have not necessarily had an awareness of the existence
      of
      antiques available for private sale. At the present time, management has agreed
      upon a plan concerning our direct sales approach. In this regard, we will need
      to undertake an assessment of local and national business, economic and social
      demographics. When we are in a position to conduct this research we will seek
      the services of a marketing/public relations firm. We are uncertain, at this
      time, which local or national firm we will secure to undertake such a
      demographic study. Due to capital constraints, we cannot implement our proposed
      direct sales approach at this time.





For
      the
      year ended December 31, 2007, the Company sold two items with an average single
      item sales price of $3,150.00.





CERTIFICATES
      OF AUTHENTICITY





Antiques
      in our inventory are frequently acquired with guarantees from the sellers.
      In
      order to verify authenticity the Company may also: (a) utilize information
      provided by the seller as to age, condition and origin of an antique upon the
      transfer of ownership; (b) subject the antique or collectible to our own expert
      examination; (c) employ outside experts available to it to examine the antique
      items or (d) use other means.





We
      honor
      the Certificates of Authenticity provided by our wholesale vendors. Therefore,
      we have an obligation to refund to the customer the purchase price paid if
      any
      document is proven non-authentic. Should our determination of authenticity
      of an
      antique be erroneous we would, as a consequence, likely suffer a loss unless
      redress by the Company against the seller of the antiques could be obtained.
      We
      do not carry any insurance and are currently not aware of any entity that would
      offer or underwrite such insurance at commercially reasonable rates to protect
      us against a loss arising from either the purchase of antiques lacking
      authenticity or claims by customers for recovery against the Certificates of
      Authenticity. Currently, there are no claims against us and there have been
      no
      claims made against the Company pursuant to the Certificates of Authenticity.
      Accordingly, we have not established a reserve against the risk of forgery
      or
      against any exposure under the Certificates of Authenticity.





COMPETITION





We
      do not
      regard the business of marketing antiques as a definable industry. There are
      a
      great number of dealers of antiquities, many of which are only part-time
      operators, many are located in homes without any established commercial location
      and many are located in commercial office buildings or have retail space in
      metropolitan areas. We compete primarily with art galleries, antique stores
      and
      sellers of other collectible items, as well as dealers in Asian antiquities.




5




When
      acquiring an antique or collectible, APD Antiquities, Inc. competes with persons
      who acquire similar antiques and collectibles for resale, as well as private
      collectors. The principal sources for antiques are wholesale vendors in Hong
      Kong and the People's Republic of China, as well as other Asian countries,
      such
      as Thailand, Viet Nam and South Korea. In the event prices for antiques increase
      materially, our ability to acquire antiques and, in turn, our ability to market
      such newly acquired antiques to the general public, may be adversely affected.
      However, if prices for antiques significantly increase, the resale/wholesale
      value of our inventory would be positively affected.





There
      is
      no assurance that we will be able to continue to realize profits for existing
      inventory or items purchased for resale in the future. Moreover, existing
      dealers may choose to compete with us in the same manner or in a more favorable
      format than that of the Company.





Barriers
      to entry into the market of sales of Asian antiques and collectibles are
      relatively low, and current and new competitors can launch new sites at
      relatively low costs using commercially available software. We potentially
      compete with a number of other companies marketing similar antiquities over
      the
      Internet. Pressures created by our competitors could have a material adverse
      effect on our business, results of operations and financial condition. We
      believe that the principal competitive factors in our market are volume and
      selection of goods, population of buyers and sellers, customer service,
      reliability of delivery and payment by users, brand recognition, WEB site
      convenience and accessibility, price, quality of search tools and system
      reliability. Some of our potential competitors have longer operating histories,
      larger customer bases, greater brand recognition and significantly greater
      financial, marketing, technical and other resources. In addition, other online
      trading services may be acquired by, receive investments from or enter into
      other commercial relationships with larger, well-established and well-financed
      companies. Therefore, some of our competitors with other revenue sources may
      be
      able to devote greater resources to marketing and promotional campaigns, adopt
      more aggressive pricing policies, and devote substantially more resources to
      Web
      site and systems development, or may try to attract traffic by offering
      incentives such as free products and/or services. Increased competition may
      result in reduced operating margins, loss of market share and diminished value
      in the Company brand.





As
      a
      strategic response to changes in the competitive environment, we may, from
      time
      to time, make certain pricing, service or marketing decisions or acquisitions.
      Such decisions or acquisitions could have a material adverse effect on our
      business, results of operations and financial condition. New technologies and
      the expansion of existing technologies may increase competitive pressures on
      the
      Company by enabling our competitors to offer products at a lower cost. Certain
      Web-based applications that direct Internet traffic to certain Web sites may
      channel users to retail services that compete with us. Although we plan to
      establish arrangements with online services and have listed our site with search
      engine companies, there can be no assurance that arrangements can be initially
      established, will be renewed on commercially reasonable terms or that they
      will
      otherwise bring traffic to our web site. In addition, companies that control
      access to transactions through network access or Web browsers could promote
      our
      competitors or charge us substantial fees for inclusion. Any and all of these
      events could have a material adverse effect on our business, results of
      operations and financial condition.




6




SEASONAL
      BUSINESS





The
      nature of the business in which the Company engages is not seasonal.





EMPLOYEES





As
      of
      that date of this filing, the Company has 2 part time independent, commissioned
      officers, including it executive officers, Ms. Swank and Mr. Edward Wong Wah
      On.
      No other outside business employs Ms. Swank at this time. Mr. Wong Wah On is
      currently employed by Anka Consultants Limited, a consultant service provider
      headquartered in Sheung Wan, Hong Kong. APD Antiquities, Inc. does not serve
      as
      either individual's primary source of income. Ms. Swank currently spends about
      twenty percent (20%) of her free time on our operations. Mr. Wong is currently
      only able to dedicate a few hours per week working on our operations and is
      the
      person primarily responsible for selecting and purchasing antiques and
      collectibles. Our bylaws do not establish a minimum time commitment expected
      of
      each officer. We have no employment agreements with Ms. Swank or Mr. Wong.





ITEM
      2.
      PROPERTIES





The
      address of the principal office is: 1314 S. Grand Boulevard, Suite 2 - 250,
      Spokane, WA 99202. An unaffiliated party is providing approximately 1,250 square
      feet of office space on a month-to-month basis at the rate of $300 per month.
      The subleased space is currently fully utilized by our operation.





Management
      believes that this space is currently suitable for the Company's needs for
      an
      additional twelve (12) months.





Our
      officers own the computer equipment the Company utilizes.





ITEM
      3.
      LEGAL PROCEEDINGS





None.





ITEM
      4.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





On
      June
      30, 2007 the Company held its annual meeting of shareholders for the following
      purposes: to elect three directors to serve until the next annual meeting of
      shareholders.





At
      the
      meeting the following Directors were elected by a majority of the votes cast
      at
      the election.





Cindy
      Swank


Edward
      Wong Wah On


Timothy
      Kuh





PART
      II





ITEM
      5.
      MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS





THERE
      IS
      NO PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK. THE COMPANY'S COMMON STOCK,
      PAR
      VALUE $.001, HAS NEVER BEEN TRADED ON ANY NATIONAL EXCHANGE OR OTHER FORMAL
      PUBLIC EXCHANGE QUOTATION MEDIUM. THERE IS NO TRADING MARKET FOR OUR COMMON
      STOCK AT PRESENT AND THERE HAS BEEN NO TRADING MARKET TO DATE.




7




As
      of
      December 31, 2007 there were approximately 44 holders of record of the Company's
      Common Stock before calculating individual participants in security position
      listings pursuant to Rule 17Ad-8 under the Securities Exchange Act of 1934.
      The
      Company's transfer agent Nevada Agency and Trust Company, 50 West Liberty
      Street, Suite 880, Reno, Nevada 89501, reported approximately 44 beneficial
      owners of 1,731,000 shares the Company's issued and outstanding common stock,
      as
      of December 31, 2007.





Since
      its
      inception in July of 1996, the Company has never paid cash dividends to the
      holders of the common stock. We presently intend to retain future earnings,
      if
      any, to finance the expansion of our business and we do not anticipate that
      any
      cash dividends will be paid in the foreseeable future. Our future dividend
      policy will depend on our earnings, capital requirements, expansion plans,
      financial condition and other relevant factors.





RECENT
      SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
      SECURITIES





In
      October 2007, we issued an aggregate of 25,000 shares of common stock in a
      private placement at $.50 per share. The issuance of the securities was exempt
      from the registration requirements of the Securities Act pursuant to the
      exemption set forth in Section 4(2) and Regulation D, Rule 506 of the Securities
      Act. Gross proceeds of $12,500 were paid to the Company in this private
      placement. No commission or finder's fee was paid in regards to this
      transaction.





In
      June
      2005, we issued an aggregate of 250,000 shares of common stock in a private
      placement at $.10 per share. The issuance of the securities was exempt from
      the
      registration requirements of the Securities Act pursuant to the exemption set
      forth in Section 4(2) and Regulation D, Rule 506 of the Securities Act. Gross
      proceeds of $25,000 were paid to the Company in this private placement. No
      commission or finder's fee was paid in regards to this transaction.





ITEM
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





APD
      Antiquities., Inc. is an e-Commerce based company engaged in the business of
      acquiring and marketing antiques. The Company expects to have smaller losses
      in
      2008, but can give no assurance as to when and if it will become profitable.
      These losses and expenses may increase and fluctuate from quarter to quarter
      when and if the Company expands their marketing activities. There can be no
      assurance that the Company will achieve profitable operations.




8




The
      Company's existing cash position is not sufficient to support its operations.
      Accordingly, the Company is continuing to examine a range of possible funding
      sources, including additional strategic alliances, additional equity or debt
      private placements, the sale of existing assets, the possibility of entering
      into one or more business transactions that could involve the merger or sale
      of
      the Company and/or the sale of some or all of its assets. We do not currently
      have any contractual restrictions on our ability to incur debt. Any such
      indebtedness could contain covenants that would restrict our operations. There
      can be no assurance that additional financing will be available on terms
      favorable to the Company, or at all. If equity or convertible debt securities
      are issued, the percentage ownership of our stockholders will be reduced,
      stockholders may experience additional dilution and such securities may have
      rights, preferences or privileges senior to those of the Company's common stock.
      This effect is attributed to the fact that while additional shares of common
      stock are issued from the company treasury, the Company's earnings at that
      particular moment remain consistent and, therefore, the earnings per share
      decreases. If the Company is unsuccessful in these efforts, the Company will
      be
      required to curtail its ongoing operations. If the Company were unable to
      sufficiently curtail its costs in such a situation, it might be forced to seek
      protection of the courts through reorganization, bankruptcy or insolvency
      proceeding or cease operations completely.





With
      respect to long term liquidity (periods in excess of one year), we are unable
      to
      reasonably project or otherwise make assumptions concerning future cash flows
      or
      amounts of funds that may be available to the Company. Long-term liquidity
      is
      directly dependent upon the future success of the Company's business, including
      our marketing strategy, our efforts to increase sales and the costs of goods
      sold relative to our market price. Management currently anticipates that cash
      flow from operations will increase in the long-term as the Company increases
      its
      sales and marketing activities. However, management also anticipates that our
      operating expenses will increase in the long-term as a result of the increase
      in
      sales and marketing activities as well as general and administrative activities.





For
      more
      information concerning the Company's ability to continue as a going concern,
      see
      Note 2 to the consolidated financial statements. The Company's significant
      accounting policies are also detailed in Note 2 of the Company's Consolidated
      Financial Statements.





We
      have
      had minimal operations and very limited revenues. From inception we have
      accumulated an operating deficit of $119,940. For the year ended December 31,
      2007, we had a net loss of $21,139 on gross revenues of $6,300 from the sale
      of
      a total of 2 antique items to 2 different customers with an average single
      antique sales price of $3,150. As of December 31, 2007, we had cash of $3,981,
      inventories of $4,709 and accounts receivable of zero for total current assets
      of $8,690. We have realized only minimal revenue from sales and had a net loss
      for the year ended December 31, 2007. We believe that we could experience
      negative operating cash flow for the foreseeable future as a result of
      significant increased spending on advertising, augmentation of inventory, etc.





The
      only
      development costs incurred since inception are with respect to finding suitable
      products that offer the Company potential for revenues and profits, as we market
      these products through our Web site.





Our
      ability to achieve profitable operations is subject to the validity of our
      assumptions and risk factors within the industry and pertaining to the Company.





LIQUIDITY
      AND CAPITAL RESOURCES





APD
      Antiquities, Inc. has limited assets. As of December 31, 2007, our assets
      consisted of cash of $3,981, inventories of $4,709 and accounts receivable
      of
      zero for total assets of $8,690.




9




The
      current President of the Company owns a total of 202,004 shares of the Company's
      authorized stock, which she paid $1,150 in cash. Additionally, a private
      placement offering was made in reliance upon an exemption from the registration
      provisions of Section 5 of the Securities Act of 1933, as amended, pursuant
      to
      Regulation D, Rule 504, of the Act. Between May 1, 1999 and May 24, 1999, we
      raised $51,000 through the sale of 51,000 thousand (51,000) shares of common
      stock in connection with the above-mentioned private placement offering, at
      a
      price of $1.00 per share, to forty (40) unaffiliated shareholders. On December
      21, 2004, the Company implemented a 4 for 1 split of the common stock. In
      September of 2004, we raised $10,000 through the sale of forty thousand (40,000)
      shares of common stock at a price of $.25 per share, to one unaffiliated
      shareholder.





Perpetual
      inventory records kept by the Company contain inventory descriptions and the
      purchase costs of such inventory. Although each inventory item is unique, the
      majority of the Company's inventory consists of similar categories of antiques.
      With respect to the similar categories of antiques, current retail sales
      information provides the Company with ratios of its sales to cost of sales;
      the
      Company uses such information to assist it in substantiating that its inventory
      value does not exceed market value. The records for inventory categories are
      also periodically reviewed by management to determine if there has been any
      known auction or interdealer sales of similar antiques at reduced prices and
      to
      determine if a reduction in the inventory carrying value is needed. The
      Company's review of its inventory of antiques has shown a decline in market
      value below cost. Retail sales by the Company have, to date, been in excess
      of
      the purchase price for all items sold.





During
      the past two fiscal years, the Company has not experienced any adverse impact
      arising from inflation. However, in the event prices for antiques increase
      materially or the value of the dollar decrease against other currencies, the
      Company's ability to acquire antiques, and, in turn, its ability to market
      such
      newly acquired antiques to its market, may be adversely affected. Thus, although
      the retail and wholesale values of the Company's existing inventory might be
      favorably affected by increasing prices, passing along such increases to
      customers could have an inhibiting effect on the Company's overall business.
      Management of the Company actually believes that tangible collectibles move
      inversely with financial assets over the long term. As a result, during times
      of
      greater inflationary expectations, tangible collectibles may actually be the
      beneficiary of greater interest.





The
      Company anticipates no material commitments for capital expenditures at the
      present time. Management is not aware of any trend in the Company's capital
      resources, which may have an impact on its income, revenue or income from
      continuing operations.





CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES





This
      discussion and analysis of our financial condition and results of operations
      are
      based on our financial statements that have been prepared under accounting
      principles generally accepted in the United States of America. The preparation
      of financial statements in conformity with accounting principles generally
      accepted in the United States of America requires our management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities at the
      date
      of the financial statements and the reported amounts of revenue and expenses
      during the reporting period. Actual results could materially differ from those
      estimates. We have disclosed all significant accounting policies in note 2
      to
      the financial statements included in this Form 10-KSB. Our critical accounting
      policies are:




10




Revenue
      recognition: Sales are recognized as revenue when the amounts are contractually
      earned, fixed and determinable, and there is substantial probability of
      collection. 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.




Estimates:
      The preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. The Company’s accounting estimates principally
      concern the net reliability of its receivables and the marketability and value
      of its inventory. Actual results could differ from those estimates.





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 December 31, 2007 or 2006. 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.





QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As
      of the
      date hereof, the debt the Company has is with no variable or fixed interest,
      however, in the future we may incur debt or issue debt instruments. The fair
      market value of any future debt will be sensitive to changes in prevailing
      interest rates. The Company runs the risk that market rates will decline and
      the
      required payments will exceed those based on the current market rate. We do
      not
      use interest rate derivative instruments to manage our exposure to interest
      rate
      changes.




11




RESULTS
      OF OPERATIONS





FISCAL
      2007 COMPARED TO FISCAL 2006





Total
      revenues decreased from $7,500 to $6,300 or 16% comparing the fiscal year ended
      December 31, 2007 to the fiscal year ended December 31, 2006. This decrease
      in
      revenue is attributed to the lack of time and focus of the president. The
      Company has capital restraints that have not allowed inventory augmentation
      and
      diversification, implementation of our marketing strategy, etc. Total cost
      of
      goods sold decreased from $6,235 in 2007 to $4,400 in 2006, which resulted
      in
      total decrease of $1,835 or 29% due to a decreased number of sales. The cost
      of
      antique and collectibles amounted to 84% of revenues for the 2007 fiscal year
      compared to 83.13% for fiscal 2006.





For
      the
      twelve months ending December 31, 2007, the Company reported a net loss of
      $21,139 on gross revenues of $6,300 with gross profit on sales of $1,900
      compared to sales of $7,500, a gross profit of $1,265 and net loss of $24,009
      in
      the year ended December 31, 2006. The Company incurred Operating Expenses of
      $21,139 in the year ended December 31, 2007 and $25,274 in the year ended
      December 31, 2006. This is a decrease of $4,120 from the year ending December
      31, 2006 as compared to the year ended December 31, 2007. The major difference
      in the two periods being attributable to a decrease in commissions. The
      Company's year ended December 31, 2007 financial statements reflect adjustments
      and nonrecurring items of both revenue and costs and are not indicative of
      anticipated revenues which may be attained or expenditures which may be incurred
      by the Company in future periods.





The
      Company's independent public accountants have included explanatory paragraphs
      in
      their reports on the Company's financial statements for the years ended December
      31, 2007 and 2006, which express substantial doubt about the Company's ability
      to continue as a going concern. As discussed in Footnote 2 to the Company's
      financial statements, included with this 10-KSB, the Company has suffered
      recurring losses from operations since inception and accumulated deficit that
      raises substantial doubt about its ability to continue as a going concern.





ITEM
      7.
      FINANCIAL STATEMENTS





THE
      AUDITED FINANCIAL STATEMENTS FOR THIS FORM 10-KSB APPEAR ON PAGES F- 1 THROUGH
      F-16 FOLLOWING THE SIGNATURE PAGE BELOW





ITEM
      8.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





None
      other than that reported on Form 8-K filed on February 18, 2005.





ITEM
      8A.
      Controls and Procedures.





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES.





Our
      management, including our principal Executive Officer and our principal
      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), as of December
      31,
      2007. 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 time periods specified
      in
      SEC rules and forms and that such information is accumulated and communicated
      to
      management, including the Chief Executive and Chief Financial Officer, to allow
      timely decisions regarding required disclosures. As described below in the
      Management’s Report on Internal Control over Financial Reporting, management has
      reported material weaknesses in the internal control over financial reporting
      as
      of December 31, 2007. Based on that evaluation, our principal executive officer
      and our principal financial officer have concluded that our disclosure controls
      and procedures were not effective as of December 31, 2007 due to the reported
      material weaknesses.




12




MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINACIAL REPORTING





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting. Internal control over financial reporting is defined in
      Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
      1934, as amended, as a process designed by, or under the supervision of, a
      company’s principal executive and principal financial officers and effected by a
      company’s board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles and includes those policies and
      procedures that:





·
            Pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect the transactions and dispositions of the assets of
                the
                company;


·
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles, and that receipts and expenditures of the
                company
                are being made only in accordance with authorizations of management
                and
                directors of the company; and


·
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of the company’s assets that
                could have a material effect on the financial
                statements.





All
      internal control systems, no matter how well designed, have inherent limitations
      and can provide only reasonable, not absolute, assurance that the objectives
      of
      the control system are met. Further, the design of a control system must reflect
      the fact that there are resource constraints, and the benefits of controls
      must
      be considered relative to their costs. 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, if any, within our company
      have
      been detected. Therefore, even those systems determined to be effective can
      provide only reasonable assurance with respect to financial statement
      preparation and presentation.





Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, assessed the effectiveness of our internal control over
      financial reporting as of December 31, 2007. In making this assessment, our
      management used the criteria set forth by the Committee of Sponsoring
      Organizations of the Treadway Commission (COSO) in *Internal
      Control – Integrated Framework* and *Internal
      Control over Financial Reporting-Guidance for Smaller Public
      Companies.*




13





A material weakness
      is a deficiency, or a combination of deficiencies, in internal control over
      financial reporting, such that there is a reasonable possibility that a material
      misstatement of our annual or interim financial statements will not be prevented
      or detected on a timely basis.





We
      identified a material weakness in our internal control over financial reporting
      as of December 31, 2007 because fundamental elements of an effective control
      environment were missing or inadequate as of December 31, 2007, including a
      documented ethics or values statement, a code of conduct, and independent
      oversight and monitoring of financial reporting, financial reporting processes
      and procedures, and internal control procedures. At present, the Board of
      Directors is comprised entirely of individuals performing management functions.
      Because no Directors are independent, no Audit Committee has been established
      to
      which the Board could delegate its oversight responsibilities. Accordingly,
      our
      management has determined that this control deficiency constitutes a material weakness.





Additionally, due
      to
      the size of the Company, it was not possible to ensure adequate segregation
      of
      duties between incompatible functions, and management has not established or
      implemented monitoring procedures to mitigate this risk. Due to a lack of
      personnel, it was not possible to ensure that both routine and non-routine
      financial information was adequately analyzed and reviewed on a timely basis
      to
      detect misstatements, leading to identification by the auditors of required
      material adjustments to the financial statements.





Based
      on
      this assessment and the material weakness described above, management
      has concluded that as of December 31, 2007, our internal control over
      financial reporting was not effective based on criteria in *Internal
      Control – Integrated Framework* and *Internal
      Control over Financial Reporting-Guidance for Smaller Public Companies* issued
      by
      the COSO.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the company to provide only management’s report
      in this annual report.





Management
      intends to take the following steps to remediate the material weaknesses we
      identified as follows:





·
            To
                the extent management is able to attract competent, independent Directors,
                the Board will delegate its oversight responsibilities to an Audit
                Committee of independent Directors.


·
            We
                will adopt a code of conduct and
                ethics.


·
            We
                will increase the oversight and review procedures of the board of
                directors with regard to financial reporting, financial reporting
                processes and procedures and internal control
                procedures.


·
            We
                will segregate incompatible functions using existing personnel where
                possible or, given sufficient capital resources, we will contract
                additional personnel to perform those
                functions.




14




CHANGES
      IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.





There
      have been no changes in our internal control over financial reporting (as
      defined in Rule 13a-15(f) under the Exchange Act) identified in connection
      with
      the evaluation of our internal control performed during our last fiscal quarter
      that materially affected, or is reasonably likely to materially affect, our
      internal control over financial reporting.





ITEM
      8B.
      Other Information.





None.





15




PART
      III




ITEM
      9.
      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      with Section 16(a) of the Exchange Act Directors, Executive Officers and
      Significant Employees





Set
      forth
      below are the present directors, executive officers and any significant
      employees of the Company. Note that there are no other persons who have been
      nominated or chosen to become directors nor are there any other persons who
      have
      been chosen to become executive officers. Directors are elected until the next
      annual meeting of shareholders and until their successors are duly elected
      and
      qualified. Officers are elected for terms of one year, or until their successors
      are duly elected and qualified or until terminated by the action of the Board
      of
      Directors.





Has
                Served asDirector
                ContinuouslyName
            
            Age
            
            Position
                with the Company
            
            SinceCindy
                K. Swank
            
            52
            
            President,
                Treasurerand
                Director
            
            August
                1999Timothy
                J. Kuh
            
            33
            
            Vice
                President
              and
                Director
            
            December
                2004Edward
                Wong Wah On
            
            40
            
            Secretary
                and Director
            
            March
                2003





There
      is
      no relationship by blood, marriage or adoption (not more remote than first
      cousin) between any Director or executive officer of the Company.





Set
      forth
      below are brief accounts of the business experience during the past five years
      of each director and executive officer of the Company.





Ms.
      Cindy
      K. Swank has been the President/Treasurer, or Secretary and Director of APD
      Antiquities, Inc. since 1999 and has focused on developing sales and marketing
      programs for the Company's products. From 1997 through the present, Ms. Swank
      has been self-employed as a manager-promoter of her daughter, a singer/stage
      performer, as well as other activities in the marketing and reorganization
      of
      websites. She attended Eastern Washington University in Cheney, WA and has
      awards for her accomplishments and creativity in the design industry. Mrs.
      Swank
      founded, owned and managed Daisy's Bloomers, from 1990 until 1997, when she
      sold
      the business to L&L Limited Partnership. The principle business of Daisy's
      Bloomers was retail sales of flowers and gifts.





Mr.
      Wong
      Wah On Edward, Secretary and director of APD Antiquities, Inc., was elected
      to
      these offices in March 2003. Mr. Wong obtained his professional diploma in
      Company Secretaryship and Administration from the Hong Kong Polytechnic
      University in 1988 and is an associate of the Chartered Association of Certified
      Accountants, the Hong Kong Society of Accountants, and the Institute of
      Chartered Secretaries and Administrators. He is also a certified public
      accountant in Hong Kong. He joined Ernst & Young Hong Kong following his
      graduation and worked as audit supervisor until late 1992. Thereafter, he
      commenced private practice in Hong Kong and is a partner in the firm of Tam
      & Wong CPA. Mr. Wong is also currently a shareholder, director and Financial
      Controller of China Resources Development, Inc. (CHRB), a company listed on
      Nasdaq SmallCap market. Mr. Wong currently resides in Hong Kong and assists
      the
      company in purchasing antiques as an agent for the company. He helps the Company
      find qualified suppliers of antiques.





16




Mr.
      Timothy J. Kuh, Vice President and director of APD Antiquities, Inc. was elected
      to these offices in December of 2004. Mr. Kuh obtained his Bachelor Degree
      in
      International Affairs from Eastern Washington University in 2004. Mr. Kuh was
      employed by Horizon/Alaska Airlines from 1999 until November 2004. He is
      currently employed by Triax Capital Management, Inc. as their operations
      manager. Mr. Kuh resides in Spokane, Washington and will assist the company
      in
      operations and administrative activities.





Section
      16(a) Beneficial Ownership Reporting Compliance





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's directors
      and executive officers, and persons who own more than ten percent of the
      Company's Common Stock, to file with the Securities and Exchange Commission
      initial reports of ownership and reports of changes of ownership of Common
      Stock
      of the Company. Officers, directors and greater than ten percent stockholders
      are required by SEC regulation to furnish the Company with copies of all Section
      16(a) forms they file.





The
      Company has no knowledge that, as of the date of this filing, the Company's
      directors, executive officers and persons who own more than ten percent of
      the
      Company's Common Stock have filed an initial Form 3 or an annual Form 5.





ITEM
      10.
      EXECUTIVE COMPENSATION





The
      following summary compensation table sets forth information concerning the
      annual and long-term compensation for services in all capacities to the Company
      for the fiscal years ended December 31, 2007 and 2006, of those persons who
      were
      (i) the chief executive officer and (ii) the other most highly compensated
      executive officers of the Company, whose annual base salary and bonus
      compensation was in excess of $100,000. No person received compensation in
      excess of $100,000.





SUMMARY
      COMPENSATION TABLE


NAME AND
              
              
              
              
              
              
              
              OTHER ANNUALPRINCIPAL POSITION
              
              YEAR
              
              SALARY
              
              BONUS
              
              COMPENSATION (1)Cindy
                  Swank
              
              
              2007
              
              $
              -0-
              
              
              -0-
              
              $
              -0-President,
                  Treasurer
              
              
              2006
              
              $
              -0-
              
              
              -0-
              
              $
              -0-Chief
                  Executive Officer
              
              
              2005
              
              $
              -0-
              
              
              -0-
              
              $
              1,326




*The
      officers/directors do not receive salaries but are to be compensated for sales
      generated on behalf of the Company. Compensation is based solely on bringing
      business to the Company. A nine percent (9%) commission is equally divided
      amongst the officers/directors for each sale made. Commissions were accrued,
      but
      not paid during the year ended December 31, 2007.





17




During
      the fiscal year ended December 31, 2007, no director received any compensation
      for attending meetings of the Board of Directors and the Company presently
      intends that the same will be the case for the fiscal year ended December 31,
      2008. Directors are reimbursed, however, for reasonable expenses incurred on
      behalf of the Company.





ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
      following table sets forth the number and percentage of Common Shares
      beneficially owned, as of the date of this filing, by: (i) the beneficial owners
      of more than five percent of the Common Stock of the Company; (ii) all Directors
      of the Company; (iii) each of the named Executive Officers; and, (iv) all
      Officers and Directors of the Company as a group:





Name
                of
            
            
            
            Amount of sharesTitle of Class
            
            Beneficial Owner of Shares
            
            held by Owner
            
            Percent of Classcommon
            
            Cindy
              Swank (1)
            
            
            202,004
            
            
            13.81
            %common
            
            Timothy
              Kuh (2)
            
            
            2,000common
            
            Edward
              Wong (3)
            
            
            400
            
            
            2.76
            %common
            
            Raymond
              Kuh (4)
            
            
            201,004
            
            
            13.81
            %common
            
            All
              Executive Officers andDirectors as a Group (3)persons (5)
            
            
            204,404
            
            
            13.84
            %




(1)
      c/o
      APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-250, Spokane, WA 99202.
      Includes 200,004 Common Shares. See "Certain Relationships and Related Transactions."





(2)
      c/o
      APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-250, Spokane, WA
      99202.





(3)
      c/o
      APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-250, Spokane, WA
      99202.





(4)
      c/o
      APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-250, Spokane, WA 99202.
      Includes 200,004 Common Shares. See "Certain Relationships and Related
      Transactions."





(5)
      Includes the shares of Common Stock beneficially owned by Ms. Swank, Mr. Kuh
      (2)
      and Mr. Wong Wah On.





Unless
      otherwise indicated, the owners have sole voting and investment power with
      respect to their respective shares. In general, a person is deemed to be a
      "beneficial owner" of a security if that person has or shares the power to
      vote
      or direct the voting of such security, or the power to dispose or to direct
      the
      disposition of such security. A person is also deemed to be a beneficial owner
      of any securities of which the person has the right to acquire beneficial
      ownership within 60 days. At December 31, 2007 we had outstanding 1,731,000
      shares of common stock.




18




(a)
      Changes in Control




There
      are
      no arrangements known to the Company, the operation of which may at a subsequent
      date result in a change of control of the Registrant.





ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





APD
      Antiquities, Inc. was incorporated on July 23, 1996, in the state of Nevada.
      During the year ended December 31, 1999, 300,000 shares of common stock were
      issued to officers and directors for cash in the amount of $300 (par value),
      51,000 common shares were sold for $1.00 per share and 10,000 common shares
      were
      issued for converted debt. In September 2004, the Company issued 10,000 shares
      of common stock for cash in the amount of $10,000. On December 21, 2004 the
      company undertook a 1 for 4 split of the common stock, resulting in a total
      of
      1,448,000 shares being issued and outstanding.





The
      Company's officers/directors do not receive salaries but are being compensated
      for sales generated on behalf of the Company. Compensation is based solely
      on
      bringing business to the Company. A nine percent (9%) commission is equally
      divided amongst the officers/directors for each item sold. From inception the
      current corporate officer/director, Ms. Swank, was paid a total of $ 4,529.35
      for sales arranged on behalf of the Company. Additionally, as a result of
      minimal revenue and operations, commissions were accrued during the year ended
      December 31, 2007 and commissions payable to Ms. Swank were accrued on our
      books
      during that fiscal year.





On
      January 15, 2001, our board of directors adopted the 2001 stock Option Plan
      (the
      "Plan") as a means of increasing employees', board of advisors, consultants'
      and
      non-employee directors' proprietary interest and to align more closely their
      interests with the interests of our stockholders. The Plan should also increase
      our ability to attract and retain the services of experienced and highly
      qualified employees and non-employee directors. Under the Plan, we have reserved
      an aggregate of one million (1,000,000) shares of common stock for issuance
      pursuant to options ("Plan Options"). Our board of directors or a committee
      of
      our board of directors consisting of non-employee directors (the "Committee")
      will administer the Plan, including, without limitation, the selection of the
      persons who will be granted Plan Options under the Plan, the type of Plan
      Options to be granted, the number of shares subject to each Plan Option and
      the
      Plan Option price.





ITEM
      13.
      EXHIBITS AND REPORTS ON FORM 8-K





(a)
      1
& 2.  Financial
      Statements See Item 7 in Part II of this report.





All
      other
      financial statement schedules are omitted because the information required
      to be
      set forth therein is not applicable or because that information is in the
      financial statements or notes thereto.





(a)
                3.
            
            Exhibits2.1
            
            Acquisition
                Agreement and Plan of Merger between APD Antiquities, Inc. and GCJ,
                Inc.
                dated December 27, 2004 (Incorporated by reference to the corresponding
                exhibit to the Form 8-K previously filed by APD Antiquities, Inc.)
                on
                December 30, 2004 (File No. 000-50738) (the “December 30, 2004 Form
                8-K”)




19




2.2
            
            Articles
                of Merger (Nevada) dated December 29, 2004 (File No. 000-50738)
                (Incorporated by reference to exhibit 2.1 to the December 30, 2004
                Form
                8-K)3.1
            
            Articles
                of Incorporation*3.2
            
            By-Laws*10.1
            
            2001
                stock Option Plan31.1
            
            Section
                302 CEO Certification31.1
            
            Section
                302 Secretary Certification31.2
            
            Section
                906 CEO Certification32
            
            Section
                1350 Certifications




*
      Incorporated by reference to the Registrant's Registration Statement on Form
      10SB, File No. 0-32345





(b)
      Reports on Form 8-K.





Form
      8-K
      filed February 18, 2005.





ITEM
      14.
      PRINCIPAL ACCOUNTING FEES AND SERVICES





Williams
      & Webster, P.S., Certified Public Accountants, are the Company’s independent
      auditors to examine the financial statements of the Company for the fiscal
      year
      ending December 31, 2007. Williams & Webster, P.S. has performed the
      following services and has been paid the following fees for these fiscal
      years.





*Audit
      Fees.* Aggregate fees billed for professional services rendered by Williams &
Webster in connection with its audit of APD’s financial statements as of and for
      the years ended December 31, 2007, and 2006, its reviews of APD’s unaudited
      condensed consolidated interim financial statements, and for SEC consultations
      and filings were $15,674 and $17,319, respectively.





*Audit-Related
      Fees.* Williams
& Webster, P.S. was not paid additional fees for the fiscal year ended
      December 31, 2006 and December 31, 2007 for assurance and related services
      reasonably related to the performance of the audit or review of the Company’s
      financial statements.





*Tax
      Fees* -
      Williams & Webster, P.S. was not paid any aggregate fees for the fiscal year
      2007 for professional services rendered for tax compliance. We did not incur
      any
      fees and expenses from Williams & Webster, P.S. for the fiscal year 2006 for
      professional services rendered for tax compliance, tax advice and tax
      planning.





*All
      Other Fees* - We did
      not incur any other fees and expenses from Williams & Webster, P.S. for the
      fiscal years 2006 and 2007 annual audits.




20





SIGNATURES





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
      Registrant has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





Dated:
      April 1, 2008




APD
      ANTIQUITIES, INC.





By:
            /s/
                Cindy SwankCindy Swank
              President and CEO





In
      accordance with the Securities Exchange Act of 1934, this report has been signed
      below by the following persons on behalf of the Registrant and in the capacities
      and on the dates indicated:





/s/ Cindy SwankCindy
                SwankDirector


Dated:
      April 1, 2008


/s/ Edward Wong Wah OnEdward
                Wong Wah OnDirector


Dated:
      April 1, 2008




21




Board
      of
      Directors


APD
      Antiquities, Inc.


Spokane,
      Washington





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





We
      have
      audited the accompanying balance sheet of APD Antiquities, Inc. as of December
      31, 2007 and 2006, and the related statements of operations, stockholders’
equity and cash flows for the years then ended. These financial statements
      are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audit provides
      a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of APD Antiquities, Inc. as of
      December 31, 2007 and 2006 and the results of its operations, stockholders
      equity and its cash flows for the years then ended in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 2, the Company has a history
      of operating losses, has limited cash resources, and its viability is dependent
      upon its ability to meet its future financing requirements, and the success
      of
      future operations. These factors raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plans regarding those
      matters also are described in Note 2. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





/s/Williams
      & Webster, P.S.





Williams
      & Webster, P.S.




***Certified
      Public Accountants***


Spokane,
      Washington


April
      4,
      2008




22


APD
      ANTIQUITIES, INC.


BALANCE
      SHEETS





December
                31,2007
            
            2006ASSETSCURRENT
                ASSETSCash
            
            $
            3,981
            
            $
            51Inventory
            
            
            4,709
            
            
            9,110Total
                Current Assets
            
            
            8,690
            
            
            9,161TOTAL
                ASSETS
            
            $
            8,690
            
            $
            9,161LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable
            
            $
            10,768
            
            $
            9,367Commissions
                payable - related party
            
            
            5,462
            
            
            4,895Total
                Current Liabilities
            
            
            16,230
            
            
            17,262LONG
                TERM LIABILITIESLoan
                payable – related party
            
            
            8,000
            
            
            -Note
                Payable
            
            
            1,200Total
                Long Term Liabilities
            
            
            9,200COMMITMENTS
                AND CONTINGENCIES
            
            
            -
            
            
            -STOCKHOLDERS'
                EQUITY (DEFICIT)Preferred
                stock, 5,000,000 sharesauthorized,
                $0.001 par value;
              no
                shares issued and outstanding
            
            
            -
            
            
            -Common
                stock, 20,000,000 sharesauthorized,
                $0.001 par value;
              1,731,000
                and 1,698,000 sharesissued
                and outstanding,respectively
            
            
            1,731
            
            
            1,706Additional
                paid-in capital
            
            
            98,469
            
            
            85,994Accumulated
                deficit
            
            
            (116,940
            )
            
            (95,801
            )Total
                Stockholder's Equity (Deficit)
            
            
            (16,741
            )
            
            (8,101
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
            
            $
            8,690
            
            $
            9,161





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




23





APD
      ANTIQUITIES, INC.


STATEMENTS
      OF OPERATIONS





Years EndedDecember 31,2007
            
            2006SALES
            
            $
            6,300
            
            $
            7,500COST
                OF GOODS SOLD
            
            
            4,400
            
            
            6,235GROSS
                PROFIT
            
            
            1,900
            
            
            1,265EXPENSESMarketing
            
            
            280
            
            
            439Rent
            
            
            3,600
            
            
            3,660General
                and administrative
            
            
            1,033
            
            
            2,230Professional
                fees
            
            
            17,559
            
            
            17,895Stock
                transfer fees
            
            
            -
            
            
            375Commissions
            
            
            567
            
            
            675TOTAL
                EXPENSES
            
            
            23,039
            
            
            25,274LOSS
                FROM OPERATIONS
            
            
            (21,139
            )
            
            (24,009
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            
            -
            
            
            -TOTAL
                OTHER INCOME (EXPENSE)
            
            
            -
            
            
            -LOSS
                BEFORE INCOME TAXES
            
            
            (21,139
            )
            
            (24,009
            )INCOME
                TAXES
            
            
            -
            
            
            -NET
                LOSS
            
            $
            (21,139
            )
            $
            (24,009
            )NET
                LOSS PER COMMON SHARE,BASIC AND DILUTED
            
            $
            (0.01
            )
            $
            (0.01
            )WEIGHTED
                AVERAGE NUMBER OF
              COMMON
                STOCK SHARES
              OUTSTANDING,
                BASIC AND DILUTED
            
            
            1,708,083
            
            
            1,700,833





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




24




APD
      ANTIQUITIES, INC.


STATEMENT
      OF STOCKHOLDERS' EQUITY(DEFICIT)





TotalAdditional
            
            
            
            Stockholders’Common
                Stock
            
            Paid-in
            
            Accumulated
            
            EquityShares
            
            Amount
            
            Capital
            
            Deficit
            
            (Deficit)Balance,
                December 31, 2004
            
            
            1,448,000
            
            $
            1,448
            
            $
            57,252
            
            $
            (51,871
            )
            $
            6,829Common
                stock Issued for cash
            
            
            250,000
            
            
            250
            
            
            24,750
            
            
            -
            
            
            25,000Net
                loss for year ended December 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (19,921
            )
            
            (19,921
            )Balance,
                December 31, 2005
            
            
            1,698,000
            
            
            1,698
            
            
            82,002
            
            
            (71,792
            )
            
            11,908Common
                stock issued for cash
            
            
            8,000
            
            
            8
            
            
            3,992
            
            
            -
            
            
            4,000Net
                loss for year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (24,009
            )
            
            (24,009
            )Balance,
                December 31, 2006
            
            
            1,706,000
            
            $
            1,706
            
            $
            85,994
            
            $
            (95,801
            )
            $
            (8,101
            )Common
                stock Issued for cash
            
            
            25,000
            
            $
            25
            
            $
            12,475
            
            
            -
            
            $
            12,500Net
                loss for year ended December 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            $
            (21,139
            )
            $
            (21,139
            )Balance,
                December 31, 2007
            
            
            1,731,000
            
            $
            1,731
            
            $
            98,469
            
            $
            (116,940
            )
            $
            (16,740
            )





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




25




APD
      ANTIQUITIES, INC.


STATEMENTS
      OF CASH FLOWS





Years
                EndedDecember
                31,2007
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (21,139
            )
            $
            (24,009
            )Adjustments
                to reconcile net loss to net cash provided (used) by operating
                activities:Decrease
                (increase) in inventory
            
            
            4,401
            
            
            3,354Increase
                (decrease) in accounts payable
            
            
            1,401
            
            
            5,687Increase
                (decrease) in commissions payable
            
            
            567
            
            
            676Net
                cash provided (used) by operating activities
            
            
            (14,769
            )
            
            (14,292
            )CASH
                FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from note payable
            
            
            6,200
            
            
            3,000Common
                stock issued for cash
            
            
            12,500
            
            
            4,000Net
                cash provided by financing activities
            
            
            18,700
            
            
            7,000Change
                in cash
            
            
            3,930
            
            
            (7,292
            )CASH,
                BEGINNING OF PERIOD
            
            
            51
            
            
            7,343CASH,
                END OF PERIOD
            
            $
            3,981
            
            $
            51SUPPLEMENTAL
                CASH FLOW DISCLOSURES:Interest
                paid
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -





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




26





APD
      ANTIQUITIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


DECEMBER
      31, 2007




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 the sale
      of
      rare antiques. The Company maintains its corporate office in Spokane, Washington
      and offers its products online. The Company’s fiscal year end is December 31.




The
      Company changed its name from APD International Corporation in August of
      1999.




On
      December 20, 2004, the Company acquired all of the outstanding common stock
      of
      GCJ, Inc., a fully reporting public company. For accounting purposes the
      acquisition has been treated as a recapitalization of APD with APD as the
      acquirer in a reverse acquisition. The historical financial statements prior
      to
      December 20, 2004 are those of APD, the operating company, while the Company
      maintains the legal structure of the acquired GCJ, Inc.




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.




Accounting
      Pronouncements


In
      December 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements” (“FAS 160”) which amends ARB 51 to establish
      accounting and reporting standards for the noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. In addition to the amendments to ARB 51, this Statement
      amends FASB Statement No. 128, Earnings per Share; so that earnings-per-share
      data will continue to be calculated the same way those data were calculated
      before this Statement was issued. This Statement is effective for fiscal years,
      and interim periods within those fiscal years, beginning on or after December
      15, 2008. The Company is currently evaluating the impact, if any, of adopting
      FAS 160 on its financial position and results of operations.




27




In
      December 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 141R, “Business Combinations” (“FAS 141R”)
      which replaces FAS No. 141 and establishes principles and requirements for
      how
      the acquirer of a business recognizes and measures in its financial statements
      the identifiable assets acquired, the liabilities assumed, and any
      noncontrolling interest in the acquiree. FAS 141R also provides guidance for
      recognizing and measuring the goodwill acquired in the business combination
      and
      determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. This Statement applies prospectively to business combinations
      for
      which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. Early adoption of
      FAS
      141R is prohibited. The Company is currently evaluating the impact, if any,
      of
      adopting FAS 141R on its financial position and results of
      operations.




In
      February, 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities – Including an amendment of FASB Statement No.
      115” (hereinafter SFAS No. 159”). This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. This Statement is expected to expand the use of fair
      value measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. This statement is effective
      as of the beginning of an entity’s first fiscal year that begins after November
      15, 2007, although earlier adoption is permitted. Management has not determined
      the effect that adopting this statement would have on the Company’s financial
      condition or results of operation.





In
      September, 2006, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards No. 158 “Employers” Accounting for Defined
      Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
      No. 87,88,106, and 132(R)” (hereinafter :SFAS No. 158”). This statement requires
      an employer to recognize the overfunded or underfunded statues of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a not
      for
      profit organization. This statement also requires an employer to measure the
      funded status of a plan as of the date of its year end statement of financial
      position, with limited exceptions. The adoption of this statement had no
      immediate material effect on the Company’s financial condition or results of
      operations.





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements” (hereinafter
“SFAS No. 157) which defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (GAAP), and expands
      disclosures about fair value measurements. Where applicable, SFAS No. 157
      simplifies and codifies related guidance within GAAP and does not require any
      new fair value measurements. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. Earlier adoption is encouraged. The Company does
      not
      expect the adoption of SFAS No. 157 to have a significant immediate effect
      on
      its financial position or results of operations.




28




In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
      Amendment of FASB Statement No. 140” (hereinafter SFAS No. 156”).This statement
      requires an entity to recognize a servicing asset or servicing liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract in any of the following situations: a transfer of the
      servicer’s financial assets that meets the requirements for sale accounting; a
      transfer of the servicer’s financial assets to a qualifying special-purpose
      entity in a guaranteed mortgage securitization in which the transferor retains
      all of the resulting securities and classifies them as either available-for-sale
      securities or trading securities in accordance with FASB Statement No. 115;
      or
      an acquisition or assumption of an obligation to service a financial asset
      that
      does not relate to financial assets of the servicer or its consolidated
      affiliates. The statement also requires all separately recognized servicing
      assets and servicing liabilities to be initially measured at fair value, if
      practicable and permits an entity to choose either the amortization or fair
      value method for subsequent measurement of each class of servicing assets and
      liabilities. This statement is effective for fiscal years beginning after
      September 15, 2006, with early adoption permitted as of the beginning of an
      entity’s fiscal year. The company does not expect the adoption of FIN 48 to have
      a significant immediate effect on its financial position or results of
      operation.





In
      February 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
      Instruments, an amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
      No. 155”). This statement established the accounting for certain derivatives
      embedded in other instruments. It simplifies accounting for certain hybrid
      financial instruments by permitting fair value remeasurement for any hybrid
      instrument that contains an embedded derivative that otherwise would require
      bifurcation under SFAS No. 133 as well as eliminating a restriction on the
      passive derivative instruments that a qualifying special-purpose entity (“SPE”)
      may hold under SFAS No. 140. This statement allows a public entity to
      irrevocably elect to initially and subsequently measure a hybrid instrument
      that
      would be required to be separated into a host contract and derivative in its
      entirety at fair value (with changes in fair value recognized in earnings)
      so
      long as that instrument is not designated as a hedging instrument pursuant
      to
      the statement. SFAS No. 140 previously prohibited
      a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. This
      statement is effective for fiscal years beginning after September 15, 2006,
      with
      early adoption permitted as of the beginning of an entity’s fiscal year.
      Management believes the adoption of this statement will have no material impact
      on the Company’s financial condition or results of operations.




In
      May
      2005, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
      No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in
      Interim Financial Statements – An Amendment of APB Opinion No. 28”. SFAS No. 154
      provides guidance on accounting for and reporting changes in accounting
      principle and error corrections. SFAS No. 154 requires that changes in
      accounting principle be applied retrospectively to prior period financial
      statements and is effective for fiscal years beginning after December 15, 2005.
      Management does not expect SFAS No. 154 to have a material impact on the
      Company’s financial position or results of operations.





29




Advertising
      Costs


Advertising
      costs, including costs for direct mailings, are expensed when incurred. During
      the year ended December 31, 2007 and 2006 these costs were $280 and $439,
      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.





30




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




As
      of
      December 31, 2007 and 2006, the Company has not engaged in any transactions
      that
      would be considered derivative instruments or hedging activities.





Fair
      Value of Financial Instruments


The
      carrying amounts for cash, payables and accrued liabilities approximate their
      fair value.




Going
      Concern


The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. At December 31, 2007, the Company had a
      history of operating losses, an accumulated deficit of $116,941 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.




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 December 31, 2007 or 2006. In the
      future, if the Company consigns inventory, it will retain title and will insure
      the inventory until the inventory is sold, returned, lost, stolen, damaged,
      or
      destroyed.




Provision
      for Taxes


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




31




At
      December 31, 2007, the Company had deferred tax assets of approximately $39,760
      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 December 31, 2007 and 2006.




The
      significant components of the Company’s deferred tax assets at December 31, 2007
      and 2006 were as follows:





December
                31,2007
            
            December
                31,2006Net
                operating loss carryforward****
            
            $
            116,940
            
            $
            95,801Deferred
                tax asset
            
            $
            39,760
            
            $
            32,600Deferred
                tax asset valuation allowance
            
            
            (39,760
            )
            
            (32,600
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -





At
      December 31, 2007, the Company has net operating loss carryforwards of
      approximately $116,940, which expire in the years 2020 through 2027. The change
      in the allowance account from December 31, 2006 to December 31, 2007 was an
      increase of $7,160.





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,
      2007, 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.





32




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 December
      31, 2007 and 2006, the Company had not participated in consignment or
      conditional sales; therefore, there are no unsettled transactions related to
      sales or cost of sales.




NOTE
      3 –
PREFERRED AND COMMON STOCK




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





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




During
      the year ended December 31, 2006, the Company sold 8,000 shares of common stock
      in a private placement for cash of $4,000 ($0.50 per share).




During
      the year ended December 31, 2007, the Company sold 25,000 shares of common
      stock
      in a private placement for cash of $12,500 ($0.50 per share).




33




APD
      ANTIQUITIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


DECEMBER
      31, 2007




NOTE
      4 –
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 December 31, 2007.




NOTE
      5 –
COMMITMENTS AND CONTINGENCIES




Rental
      Agreement




The
      Company has a month-to-month rental agreement for office space in Spokane,
      Washington. The monthly rent is $300. Rent payments were $ 0 and $3,600 for
      the
      years ended December 31, 2007 and 2006.




34




NOTE
      6 –
RELATED PARTY TRANSACTIONS




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




The
      Company pays a 3% commission on every sale 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 years ended December
      31,
      2007 and 2006 were $0 and $675, respectively.





35