U. S. 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, 2004

         [ ] 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. Employer
   incorporation or organization)                     Identification No.)

     1314 S. Grand Boulevard, Suite 2 - 176, 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. [X] Yes
[ ] 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. [ ]

Issuer's revenues for the most recent fiscal year: $91,500.

The aggregate market value of the Registrant's Common Stock held by non-
affiliates of the Registrant (208,000 shares) as of December 31,2004 was
approximately $52,000 based upon $.25 per share, the price at which the stock
was originally issued which represents the latest transaction price for the
shares since no public market exists for such shares.

The Registrant had 1,448,000 shares of Common Stock outstanding as of December
31,2004

                      DOCUMENTS INCORPORATED BY REFERENCE
                                Not Applicable.

  Transitional Small Business Disclosure Format (Check one):  Yes ___; No  X


<PAGE>


                                    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, 2004 our inventory
consists of two antiques, with an inventory cost of $350. Retail sales of
antiques and collectibles are primarily facilitated through our web site:
http://www.apd-international.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 JCG 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.

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 majority of inventory items and place orders. Currently, two of our
pieces can be viewed in our gallery at http://www.apd-international. 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, 2004, the Company sold twelve items with an
average single item sales price of approximately $12,175.

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.

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 significant
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.


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 employees,
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 antique
and collectibles. Our bylaws do not establish a minimum time commitment
expected of each employee. 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 - 176,
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 employees.

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 March 26, 2003 the Company held its annual meeting of shareholders for the
following purposes: to discuss becoming a fully reporting company with the U.S.
Securities and Exchange Commission, and to elect two 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

On December 14, 2004, Timothy Kuh was added to the Board of Directors as the
third director.

                                   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.

As of December 31, 2004 there were approximately 42 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 42
beneficial owners of 1,448,000 shares the Company's issued and outstanding
common stock, as of December 31, 2004.

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 September 2004, we issued an aggregate of 40,000 shares of common stock in a
private placement at $.25 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  505  of  the
Securities Act.  Gross proceeds  of  $10,000  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 2005, 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.

The Company's existing cash position is insufficient 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 and 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 to be 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 $51,871.  For the year ended December
31, 2004, we had a net loss of $ 9,971 on gross revenues of $91,500 from the
sale of a total of 6 antique items to 6 different customers with an average
single antique sales price of $15,250. As of December 31, 2004, we had cash of
$8,993, resale inventories of $1,597 and accounts receivable of zero for total
current assets of $10,590. We have realized only minimal revenue from sales and
had a net loss for the year ended December 31, 2004. 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, 2004, our assets
consisted of cash of $8,993, resale inventories of $1,597 and accounts
receivable of zero for total assets of $10,590.

The current President of the Company owns a total of 200,004 shares of the
Company's authorized but unissued stock, which she paid $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 not shown any
significant decline in market value below cost on an individual level or by
major category. 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 l 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of the date hereof, the Company has no debt with variable or fixed interest
rates, 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.


RESULTS OF OPERATIONS

FISCAL 2004 COMPARED TO FISCAL 2003

Total document revenues increased to $91,500 from $2,500 or 366% comparing the
fiscal year ended December 31, 2004 to the fiscal year ended December 31, 2003.
This increase in revenue is attributed to the general economic improvement.
The Company has capital restraints that have not allowed inventory augmentation
and diversification, implementation of our marketing strategy, etc. Total cost
of goods sold increased from $1,250 in 2003 to $80,031 in 2004, which resulted
in total increase of $78,781 or 6400% due to a larger number of sales. The cost
of antique and collectibles amounted to 88.3% of revenues for the 2004 fiscal
year compared to 50% for fiscal 2003. There was no write-off of inventory or
other adjustments.

For the twelve months ending December 31, 2004, the Company reported a net loss
of $10,041 on gross revenues of $91,500 with gross profit on sales of $11,469
compared to sales of $2,500, a gross profit of $1,250 and net loss of $8,193 in
the year ended December 31, 2003. The Company incurred Operating Expenses of
$21,440 in the year ended December 31, 2004 and $9,332 in the year ended
December 31, 2003.  This is an increase of $12,108 from the year ending
December 31, 2003 as compared to the year ended December 31, 2004. The major
difference in the two periods being attributable to an increase in accounting
costs, general and administrative expenses and commissions.  Additionally,
commissions paid increased to $5,640 for the year ended December 31, 2004 as
compared to $0 for the year ended December 31, 2003. The Company's year ended
December 31, 2004 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, 2002, 2001, 2000 and 1999, 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 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 Executive Officer and our  Chief Financial
Officer,  has  evaluated  the  effectiveness  of  our "disclosure controls  and
procedures" (as such term is defined in Rules 13a-14(c)  and  15d-14(c)  of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"))
as  of  the  end  of  the  period covered by this Annual Report on Form 10-KSB.
Based on that evaluation, the  CEO and CFO have concluded that as of end of our
last fiscal year, at which time we had just become a reporting company pursuant
to  Section  13  or 15(d) of the Exchange  Act,  our  disclosure  controls  and
procedures were sufficiently  effective  to ensure that information required to
be disclosed by us in reports that we file  or submit under the Exchange Act is
recorded, processed, summarized and reported  within the time periods specified
in United States Securities and Exchange Commission rules and forms.

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



CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.

       There have been no significant  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 was materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.


<PAGE>



                                   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 as
Name                Age   Position with the Company   Director Continuously
                                                      Since
--------------      ---   -------------------------   ---------------------
Cindy K. Swank      49    President, Treasurer        August 1999
                            and Director

Timothy J. Kuh      30    Vice President              December 2004
                          and Director

Edward Wong Wah On  37   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.

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 been 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.

That 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, 2004, 2003, and 2002, 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

<TABLE>
<CAPTION>

         NAME AND                              OTHER ANNUAL
   PRINCIPAL POSITION    YEAR  SALARY  BONUS  COMPENSATION(1)
-----------------------  ----  ------  -----  ----------------
<S>                       <C>   <C>      <C>         <C>
Cindy Swank
President, Treasurer      2004  $  -0-   -0-         $3,777
Chief Executive Officer   2003  $  -0-   -0-         $ -0-
                          2002  $  -0-   -0-         $ -0-
</TABLE>

*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 six percent (6%) commission is equally
divided amongst the officers/directors for each sale made. Commissions were
accrued, but not paid during the year ended December 31, 2004.

During the three year period ended December 31, 2003 the Company did not grant
any stock options or stock appreciation rights to any of the named executive
officers of the Company. In addition, none of the named executive officers held
any stock options.

During the fiscal year ended December 31, 2004, 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, 2005.  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:

<TABLE>
<CAPTION>

Name of                                      Amount of shares
Title of Class  Beneficial Owner of Shares    held by Owner    Percent of Class
--------------  --------------------------   ----------------- ----------------
<S>             <C>                                 <C>              <C>
common          Cindy Swank (1)                     200,004          13.81%
common          Timothy Kuh (2)                       -0-             -0-
common          Edward Wong (3)                         400           2.76%
common          Raymond Kuh (4)                     200,004          13.81%
------------------------------------------------------------------------------
common          All Executive Officers and          200,404          13.84%
                Directors as a Group (3 persons)(5)
------------------------------------------------------------------------------
</TABLE>


(1) c/o APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-176, 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 2-176, Spokane, WA
99202.

(3) c/o APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-176, Spokane, WA
99202.

(4) c/o APD Antiquities, Inc., 1314 S. Grand Blvd, Suite 2-176, 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, 2004 and the date of this annual
report we had outstanding 610,000 shares of common stock.

(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 six percent (6%) commission is
equally divided amongst the officers/directors for each item sold.   From
inception through December 31, 2004 the current corporate officer/director, Ms.
Swank, was paid a total of $ 0.00 for sales arranged on behalf of the Company.
Additionally, as a result of minimal revenue and operations, commissions were
waived during the year ended December 31, 2001 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.      Exhibits

2.1         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")

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 Plan

31.1        Section 302 CEO Certification

31.2        Section 906 CEO Certification

32          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.


<PAGE>


                                  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 13, 2005

                            APD ANTIQUITIES, INC.

By:   /s/ Cindy Swank
   ------------------------------------
        Cindy 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 Swank
----------------------------------
        Cindy Swank
        Director
 Dated: April 13, 2005


      /s/ Edward Wong Wah On
----------------------------------
        Edward Wong Wah On
        Director
 Dated: April 13, 2005


<PAGE>







Board of Directors
APD Antiquities, Inc.
Spokane, Washington


          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheets of APD Antiquities, Inc. (a
Nevada corporation) as of December 31, 2004 and 2003, 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 audits.

We conducted our audits 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.  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
audits provide 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, 2004 and 2003, and the results of its operations, stockholders'
equity and 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.

Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
February 19, 2005

                                   F-1

<PAGE>

APD ANTIQUITIES, INC.
BALANCE SHEETS
-------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          December 31,
                                                    2004             2003
                                                  --------        --------
<S>                                               <C>             <C>
ASSETS
   CURRENT ASSETS
      Cash                                        $   8,993       $    720
      Inventory                                       1,597         17,625
                                                  --------        --------
            Total Current Assets                     10,590         18,345
                                                  --------        --------
   TOTAL ASSETS                                   $  10,590       $ 18,345
                                                  =========       ========



LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES
      Accounts payable                            $  2,260        $  4,060
      Commissions payable - related party            1,501           2,615
      Notes payable                                     -            1,200
                                                  --------        --------
            Total Current Liabilities                3,761           7,875
                                                  --------        --------

   COMMITMENTS AND CONTINGENCIES                         -               -

   STOCKHOLDERS' EQUITY
      Preferred stock, 5,000,000 shares
         authorized, $0.001 par value;
         no shares issued and outstanding                -               -
      Common stock, 20,000,000 shares
         authorized, $0.001 par value;
         1,448,000 and 1,408,000 shares
         issued and outstanding,
         respectively                                1,448           1,408
      Additional paid-in capital                    57,252          50,892
      Accumulated deficit                          (51,871)        (41,830)
            Total Stockholder's Equity               6,829          10,470
                                                  --------        --------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 10,590        $ 18,345
                                                  ========        ========

</TABLE>

  The accompanying notes are an integral part of these financial statements.
                                   F-2

<PAGE>

APD ANTIQUITIES, INC.
STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    Years Ended
                                                    December 31,
                                                  2004           2003
                                               ---------      ---------
<S>                                            <C>            <C>
SALES                                          $  91,500      $   2,500

COST OF GOODS SOLD                                80,031          1,250
                                               ---------      ---------
GROSS PROFIT                                      11,469          1,250
                                               ---------      ---------

EXPENSES
   Marketing                                         479            554
   Rent                                            3,600          3,600
   General and administrative                      2,371            183
   Professional fees                               8,922          4,243
   Stock transfer fees                               428            752
   Commissions                                     5,640              -
h                                               ---------      ---------
        TOTAL EXPENSES                            21,440          9,332
                                               ---------      ---------
LOSS FROM OPERATIONS                              (9,971)        (8,082)

OTHER INCOME (EXPENSE)
   Interest expense                                  (70)          (111)
                                               ---------      ---------
        TOTAL OTHER INCOME (EXPENSE)                 (70)          (111)
                                               ---------      ---------
LOSS BEFORE INCOME TAXES                         (10,041)        (8,193)

INCOME TAXES                                           -              -

NET LOSS                                       $ (10,041)    $   (8,193)
                                               ==========    ===========
   NET LOSS PER COMMON SHARE,
        BASIC AND DILUTED                     $   (0.01)     $   (0.01)
                                               ==========    ===========
   WEIGHTED AVERAGE NUMBER OF
        COMMON STOCK SHARES
        OUTSTANDING, BASIC AND DILUTED          1,418,959      1,408,000
                                               ==========    ===========
</TABLE>

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

                                    F-3
<PAGE>

APD ANTIQUITIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                          Common Stock   Additional                 Total
                      ------------------ Paid-in    Accumulated  Stockholders'
                        Shares   Amount  Capital      Deficit       Equity
                      ---------- ------- ---------- -----------  -------------
<S>                   <C>        <C>     <C>        <C>          <C>
Balance,
January 1, 2003       1,408,000   $ 1,408   $  50,892  $ (33,637) $   18,663

Net loss for year
ended December 31,
2003                          -         -           -     (8,193)     (8,193)
                      ---------- ------- ---------- -----------  -------------
Balance,
December 31, 2003    1,408,000      1,408      50,892    (41,830)     10,470

Common stock
issued for cash         40,000      9,960          40          -      10,000

Merger and
recapitalization
of company                                     (3,600)         -      (3,600)

Net loss for year
ended December 31,
2004                        -          -            -     (10,041)   (10,041)
                      ---------- ------- ---------- -----------  -------------
Balance,
December 31, 2004   1,448,000  $ 1,448  $ 57,252    $ (51,871)   $     6,829
                    =========  =======  ==========  ==========   ===========
</TABLE>


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

                                     F-4

<PAGE>




APD ANTIQUITIES, INC.
STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                      Years Ended
                                                       December 31,
                                                  2004          2003
                                               -----------   ----------
<S>                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss                               $ (10,041)    $   (8,193)
        Adjustments to reconcile net loss
          to net cash provided (used)
          by operating activities:
        Decrease in inventory                     16,028              -
        Increase (decrease) in accounts payable   (1,800)         1,376
        Decrease in commissions payable           (1,114)             -
                                               -----------   ----------
Net cash provided (used) by operating activities   3,073         (6,817)

CASH FLOWS FROM INVESTING ACTIVITIES                   -              -

CASH FLOWS FROM FINANCING ACTIVITIES
        Acquisition of subsidiary
           and recapitalization                   (3,600)              -
        Proceeds from note payable                     -           1,200
        Payment of note payable                   (1,200)              -

        Common stock issued for cash              10,000               -
                                               -----------   -----------
Net cash provided by financing activities          5,200           1,200

Change in cash                                     8,273          (5,617)

CASH, BEGINNING OF PERIOD                            720           6,337
                                               -----------   -----------
CASH, END OF PERIOD                            $   8,993     $       720
                                               ===========   ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
        Interest paid                          $      70     $       111
        Income taxes paid                      $       -     $        -


</TABLE>

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

                                   F-5

<PAGE>





APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004


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.  See Note 5.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Going Concern
The  accompanying financial statements have been  prepared  assuming  that  the
Company will continue as a going concern. At December 31, 2004, the Company had
a history  of  operating  losses, an accumulated deficit of $51,871 and limited
cash resources.  These conditions  raise  significant doubt about the Company's
ability to continue as a going concern.  The future of the Company is dependent
upon  its ability to obtain financing and upon  future  profitable  operations.
Management's  plans  are  to  seek additional capital through normal sales.  If
necessary, the Company may sell  common  stock  to  provide  additional cash to
future operations and market development.  However, management  has no plans to
make a private offering of common stock at this time.

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

Accounting Method
The Company's financial statements are prepared  using  the  accrual  method of
accounting.

Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board issued Statement  of
Financial  Accounting  Standards No. 153, "Exchanges of Nonmonetary Assets - an
Amendment of APB Opinion No. 29", (hereinafter "SFAS No. 153").  This statement
eliminates the exception to fair

                                   F-6
<PAGE>

APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Pronouncements (continued)
value for exchanges of similar productive assets and replaces it with a general
exception for exchange transactions  that  do  not  have  commercial substance,
defined as transactions that are not expected to result in  significant changes
in  the  cash  flows of the reporting entity. This statement is  effective  for
financial statements for fiscal years beginning after June 15, 2005. Management
believes the adoption  of  this  statement will have no impact on the Company's
financial condition or results of operations.

In December 2004, the Financial Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 152, "Accounting  for  Real  Estate  Time-
Sharing  Transactions  - an  amendment  of  FASB  Statements  No.  66  and  67"
(hereinafter "SFAS No. 152"),  which  amends FASB Statement No. 66, "Accounting
for Sales of Real Estate", to reference  the financial accounting and reporting
guidance for real estate time-sharing transactions  that  is  provided in AICPA
Statement   of   Position   04-2,  "Accounting  for  Real  Estate  Time-Sharing
Transactions"  (hereinafter "SOP  04-2").   This  statement  also  amends  FASB
Statement No. 67,  "Accounting  for Costs and Initial Rental Operations of Real
Estate Projects" to state that the  guidance  for (a) incidental operations and
(b) costs incurred to sell real estate projects  does  not apply to real estate
time-sharing transactions.  The accounting for those operations  and  costs  is
subject to the guidance in SOP 04-2.  This statement is effective for financial
statements for fiscal years beginning after June 15, 2005.  Management believes
the  adoption  of this statement will have no impact on the Company's financial
condition or results of operations.

In November 2004,  the Financial Accounting Standards Board issued Statement of
Financial Accounting  Standards  No. 151, "Inventory Costs- an amendment of ARB
No. 43, Chapter 4" (hereinafter "SFAS  No.  151").  This  statement  amends the
guidance  in  ARB  No. 43,  Chapter 4, "Inventory Pricing," by clarifying  that
abnormal amounts of idle facility  expense, freight, handling costs, and wasted
material  (spoilage) should be recognized  as  current-period  charges  and  by
requiring the  allocation  of  fixed production overheads to inventory based on
the normal capacity of the production  facilities.  This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management believes the adoption of this statement will  have  no impact on the
Company's financial condition or results of operations.

In December 2004, the Financial Accounting Standards Board issued a revision to
Statement  of  Financial  Accounting Standards No. 123 (revised 2004),  "Share-
Based Payments" (hereinafter  "SFAS No. 123 (R)"). This statement replaces FASB
Statement No. 123, "Accounting  for  Stock-Based  Compensation", and supersedes
APB Opinion No. 25, "Accounting for Stock Issued to  Employees".  SFAS  No. 123
(R)   establishes   standards   for  the  accounting  for  share-based  payment
transactions in which an entity exchanges  its  equity instruments for goods or
services.  It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based  on  the  fair  value  of  the
entity's  equity  instruments  or  that may be settled by the issuance of those
equity  instruments.  This  statement  covers   a  wide  range  of  share-based
compensation  arrangements  including share options,  restricted  share  plans,
performance-based award, share  appreciation rights and employee share purchase
plans. SFAS No. 123 (R) requires  a  public  entity  to  measure  the  cost  of
employee services received in exchange for an award of

                                F-7

<PAGE>


APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Pronouncements (continued)
equity instruments based on the fair value of the award on the grant date (with
limited  exceptions).   That  cost will be recognized in the entity's financial
statements over the period during  which  the  employee  is required to provide
services in exchange for the award. Management has not currently  evaluated the
impact of adoption on its overall results of operations or financial position.

In  May  2003,  the  Financial  Accounting Standards Board issued Statement  of
Financial  Accounting Standards No.  150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics of Both Liabilities and Equity" (hereinafter
"SFAS  No. 150"). SFAS  No.  150  establishes  standards  for  classifying  and
measuring   certain   financial   instruments   with  characteristics  of  both
liabilities  and equity and requires that those instruments  be  classified  as
liabilities in  statements  of  financial  position.  Previously, many of those
instruments were classified as equity. SFAS No. 150 is  effective for financial
instruments  entered  into  or  modified  after May 31, 2003 and  otherwise  is
effective at the beginning of the first interim period beginning after June 15,
2003.  The Company has determined that it has  no  financial  instruments  that
would be affected by this pronouncement.

In June  2003,  the  Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 146, "Accounting  for  Costs Associated with
Exit  or  Disposal  Activities"  (hereinafter  "SFAS No. 146").  SFAS  No.  146
addresses  significant  issues  regarding  the  recognition,  measurement,  and
reporting  of  costs  associated with exit and disposal  activities,  including
restructuring activities.   SFAS  No. 146 also addresses recognition of certain
costs related to terminating a contract  that  is not a capital lease, costs to
consolidate facilities or relocate employees, and termination benefits provided
to employees that are involuntarily terminated under  the  terms  of a one-time
benefit arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation  contract.  SFAS No. 146 was issued in June 2003  and  is
effective for activities  after December 31, 2003.  There has been no impact on
the Company's financial position  or  results  of operations from adopting SFAS
No. 146.

Advertising Costs
Advertising  costs,  including  costs for direct mailings,  are  expensed  when
incurred.  During the year ended  December  31,  2004 and 2003 these costs were
$479 and $554, 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.


                                   F-8

<PAGE>



APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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", and SFAS  No.  138,  "Accounting  for  Certain
Derivative  Instruments  and  Certain  Hedging  Activities",  and SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging  Activities".
These  statements  establish  accounting and reporting standards for derivative
instruments,  including  certain   derivative  instruments  embedded  in  other
contracts, and for hedging activities.  They  require  that an entity recognize
all  derivatives  as  either  assets  or liabilities in the balance  sheet  and
measure those instruments at fair value.

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

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

As of December 31, 2004,  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.

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,  2004,  or  at
December 31, 2003.   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.

The change in inventory balance from December 31, 2003 to December 31, 2004 was
principally  the result of the sale of an antique table with a recorded cost of
$17,500.

                                     F-9
<PAGE>


APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

At  December 31, 2004, the Company had net deferred tax assets of approximately
$17,300  principally  arising  from net operating loss carryforwards 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 net deferred tax asset, a valuation allowance equal
to the deferred  tax  asset  was  present  at  December 31, 2004 and 2004.  The
significant components of the deferred tax asset  at December 31, 2004 and 2003
were as follows:

                                         December 31, 2004   December 31, 2003
                                      --------------------   -----------------
Net operating loss carryforward       $             50,900   $          41,800
Deferred tax asset                    $             17,300   $          14,200
Deferred tax asset valuation allowance             (17,300)            (14,200)
Net deferred tax asset                $                  -   $               -


At  December  31,  2004, the Company has net operating  loss  carryforwards  of
approximately $50,900, which expire in the years 2020 through 2024.  The change
in the allowance account  from  December  31,  2004 to December 31, 2003 was an
increase of $3,100.

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.

                                     F-10
<PAGE>


APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 2004 and  2003, 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 - NOTES PAYABLE

During the year ended December  31,  2003,  an outside party loaned the Company
$1,200.  The unsecured loan bore no interest  and was due on November 20, 2004.
During the year ended December 31, 2004, the Company repaid the loan in full.


NOTE 4 - 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, 1999, 1,200,000 shares of common stock  were
issued  to  officers  and directors for cash in the amount of $300 (par value),
204,000 common shares were  sold  for  $1.00  per share and 4,000 common shares
were issued for converted debt.  Stock subscriptions  receivable  of $16,000 at
December 31, 1999 were collected in the year ended December 31, 2000.

In September 2004, the Company issued 40,000 shares of common stock for cash in
the amount of $10,000.

On December 1, 2004, the Company's board of directors declared a 4 for 1 common
stock  split  for  all  shareholders  of record on December 1, 2004.  Per-share
amounts in the accompanying financial statements  and  notes have been restated
for the stock dividend.


                                       F-11
<PAGE>


APD ANTIQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004


NOTE 5 - ACQUISITION OF GCJ, INC.

On December 20, 2004, the Company acquired all of the outstanding  common stock
of  GCJ,  Inc.  from  its  sole  shareholder by paying $3,600 in cash.  In  the
acquisition on December 20, 2004, the Company acquired 430,000 shares of common
stock in GCJ, Inc., which was subsequently  retired.  The Company re-issued its
outstanding common shares to its shareholders  of  record  in compliance with a
transaction  pursuant to Rule 12g-3 of the Securities and Exchange  Commission.
For accounting  purposes the acquisition has been treated as a recapitalization
of  APD, with APD  as  the  acquirer  (reverse  acquisition).   The  historical
financial  statements  prior  to  December  20, 2004 are those of APD while the
legal structure of GCJ, Inc. remains in place.   GCJ,  Inc.  had  no  assets or
liabilities at the time of the acquisition.


NOTE 6 - STOCK OPTION PLAN

The  Company's  board  of  directors  approved  the  adoption of the "2001 Non-
Qualified Stock Option and Stock Appreciation Rights Plan" by unanimous consent
on January 15, 2001.  This plan was initiated to encourage and enable officers,
directors,  consultants, advisors and other key employees  of  the  Company  to
acquire and retain  a  proprietary  interest in the Company by ownership of its
common stock.  A total of 1,000,000 of  the  authorized shares of the Company's
common stock may be subject to, or issued pursuant  to,  the terms of the plan.
No options have been issued under the plan as of December 31, 2004.


NOTE 7 - 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 $3,600  for  each of
the years ended December 31, 2004 and 2003.


NOTE 8 - 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 both of the Company's  two
officers.  Commissions  unpaid, but accrued, are unsecured, payable upon demand
and non-interest bearing.  Commissions paid during the years ended December 31,
2004 and 2003 were $5,640 and $0, respectively.

                                    F-12

<PAGE>