SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K/A



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE
ACT OF 1934

For the
fiscal year ended December 31, 2008



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

SECURITIES EXCHANGE ACT OF 1934



Commission file number: 000-50738



APD ANTIQUITIES, INC.

(Exact name of small business issuer as
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 - 250, Spokane,
WA |  | 99202     
|(Address of principal executive
offices)            |  | (Zip Code)



Registrant'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)



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [  ]  NO [X]



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.

YES [  ]  NO [X]



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act 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.

YES [X]  NO [   ]



Indicate by check mark if there disclosure
of delinquent filers in response to Item 405 of Regulation S-K is not contained
in this herein, and will not 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-K or any amendment to this Form 10-K.
[X]



- 1 -

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



Large accelerated
filer [   ]

Accelerated filer [   ]

Non- accelerated filer
[   ]        Smaller reporting
company [X]



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



The aggregate market value of the
Registrant's Common Stock held by non-affiliates of the Registrant (1,781,000
shares) as of December 31, 2008 was approximately $356,200 based upon $0.020 per
share, the last price at which the stock was issued.  The shares of our
company are currently listed on the OTC Bulletin Board.



The Registrant had 2,336,000 shares of Common Stock
outstanding as of July 21, 2009.



DOCUMENTS INCORPORATED BY REFERENCE

14A Proxy Statement was filed on December
22, 2008 and is referenced in Item 4 of this Form 10-K.



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TABLE OF CONTENTS

|           |                                                                                                              |     
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|           |                                                                                                              | Page
|PART I     |                                                                                                              | 4   
|           |                                                                                                              |     
|Item 1.    | Business                                                                                                     | 4   
|           |                                                                                                              |     
|Item 1A.   | Risk
Factors                                                                                                 | 7   
|           |                                                                                                              |     
|Item 2.    | Properties                                                                                                   | 7   
|           |                                                                                                              |     
|Item 3.    | Legal
Proceedings                                                                                            | 7   
|           |                                                                                                              |     
|Item 4.    | Submission of
Matters to a Vote of Security Holders                                                          | 7   
|           |                                                                                                              |     
|PART II    |                                                                                                              | 8   
|           |                                                                                                              |     
|Item 5.    | Market for
Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities | 8   
|           |                                                                                                              |     
|Item 6.    | Selected
Financial Data                                                                                      | 8   
|           |                                                                                                              |     
|Item 7.    | Managements
Discussion and Analysis of Financial Condition and Results of
Operations                        | 9   
|           |                                                                                                              |     
|Item 7A.   | Quantitative and
Qualitative Disclosures About Market Risk                                                   | 11  
|           |                                                                                                              |     
|Item 8.    | Financial
Statements and Supplementary Data                                                                  | 12  
|           |                                                                                                              |     
|Item 9.    | Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure                         | 24  
|           |                                                                                                              |     
|Item 9A.   | Controls and
Procedures                                                                                      | 24  
|           |                                                                                                              |     
|Item 9B.   | Other
Information                                                                                            | 25  
|           |                                                                                                              |     
|PART III   |                                                                                                              | 26  
|           |                                                                                                              |     
|Item 10.   | Directors,
Executive Officers, and Corporate Governance                                                      | 26  
|           |                                                                                                              |     
|Item 11.   | Executive
Compensation                                                                                       | 27  
|           |                                                                                                              |     
|Item 12.   | Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters               | 27  
|           |                                                                                                              |     
|Item 13.   | Certain
Relationships and Related Transactions, and Director Independence                                    | 29  
|           |                                                                                                              |     
|Item 14.   | Principal
Accountant Fees and Services                                                                       | 30  
|           |                                                                                                              |     
|PART IV    |                                                                                                              | 31  
|           |                                                                                                              |     
|Item 15.   | Exhibits, Financial Statement Schedules                                                                      | 31  
|           |                                                                                                              |     
|SIGNATURES |                                                                                                              | 32  



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FORWARD LOOKING
STATEMENTS



This Report on Form 10-K and the documents
incorporated by reference include forward-looking statements. To the extent
that the information presented in this Report on Form 10-K discusses financial
projections, information or expectations about our business plans, results of
operations, products or markets, or otherwise makes statements about future
events, such statements are forward-looking. Such forward-looking statements can
be identified by the use of words such as intends, anticipates, believes,
estimates, projects, forecasts, expects, plans and proposes.
Although we believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements. These include, among others, the cautionary
statements in the Risk Factors and Managements Discussion and Analysis or
Plan of Operation sections of this Report on Form 10-K. These cautionary
statements identify important factors that could cause actual results to differ
materially from those described in the forward-looking statements. When
considering forward-looking statements in this prospectus, you should keep in
mind the cautionary statements in the Risk Factors and Managements
Discussion and Analysis or Plan of Operation sections below, and other sections
of this Report on Form 10-K.



The statements contained in this Report on
Form 10-K that are not purely historical are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
regarding our expectations, objectives, anticipations, plans, hopes, beliefs,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to us on the date
hereof, and we assume no obligation to update any such forward-looking
statements. It is important to note that our actual results could differ
materially from those included in such forward-looking statements. There are
many factors that could cause actual results to differ materially from the
forward looking statements. For a detailed explanation of such risks, please see
the section entitled Risk Factors beginning on page 10 of this Report on Form
10-K. Such risks, as well as such other risks and uncertainties as are detailed
in our SEC reports and filings for a discussion of the factors that could cause
actual results to differ materially from the forward- looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on the
forward-looking statements.



The following discussion should be read in
conjunction with the audited consolidated financial statements and the notes
included in this Report on Form 10-K and the section entitled Managements
Discussion and Analysis or Plan of Operation included in this Report on Form
10-K.





PART
I



ITEM 1. 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, 2008 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 website: 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.



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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 website 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 website. 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
www.apd-antiquities.com. 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 website.



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, 2008, the
Company sold no items and recorded no revenues.



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.



- 5 -

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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 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, Website 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 Website 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 Websites 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 website. 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.

- 6 -

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Employees



As of that date of this filing, the Company
has two part time independent, commissioned officers, including it executive
officers, Ms. Swank and Mr. Edward Wong Wah On. Ms. Swank is currently employed
by Eastern Washington University.  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 five percent (5%) 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 1A.  RISK FACTORS



Smaller reporting companies are not required to provide
the information required by this item.



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



We are not involved in any legal
proceedings, and there are no material pending legal proceedings of which we are
aware.



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



We held our Annual Meeting of Stockholders
on January 30, 2009.  Set forth below is a summary of each matter voted
upon at the meeting and the number of votes cast for, against, withheld or
abstained.  Both proposals passed.  The corresponding Schedule 14A
Proxy Statement was filed on December 22, 2008.



Proposal #1: The re-election of Cindy Swank,Edward Wong Wah On, andTimothy Kuh to serve on the Board of
Directors:



|                   |  |                              |  |                                       
|------------------ |  | ---------------------------- |  | --------------------------------------
|Nominee            |  | Total Votes For All Nominees |  | Total Votes Withheld From All
Nominees
|Cindy Swank        |  | 1,366,268                    |  | 0                                     
|Edward Wong Wah On |  | 1,366,268                    |  | 0                                     
|Timothy Kuh        |  | 1,366,268                    |  | 0                                     



Proposal #2: Ratification of the appointment of Williams & Webster, P.S.
as our independent auditors for the year ending June 30, 2009:



|                |  |                     |  |          
|--------------- |  | ------------------- |  | ---------
|Total Votes For |  | Total Votes Against |  | Abstained
|1,366,268       |  | 0                   |  | 0        



- 7 -

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PART II



ITEM 5.  MARKET FOR REGISTRANTS
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.



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, 2008 there were
approximately 46 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 46 beneficial owners of 1,781,000 shares
the Company's issued and outstanding common stock, as of December 31, 2008.



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 Unregistered Securities



On April 20, 2009, we issued 555,000
unregistered shares of its common stock, par value $0.001, at $.045 per share
 to three corporations in exchange for $24,975 cash.   Each
purchaser invested $8,325 and was issued 185,000 shares.  We sold these
restricted shares to further capitalize the Company in order to pay operating
expenses and to execute our business plan.  We relied on the exemption from
registration provided by Section 4(2) and Rule 506 of Regulation D under the
Securities Act of 1933, as amended (Regulation D), for sales to accredited
investors (as such term is defined in Rule 501 of Regulation D).  Each
purchaser has represented to the Company that they are an accredited investor.
 We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was not general solicitation or general
advertising involved in the offer or sale and no fees were paid in connection
with the transaction.



In November 2008, we issued 25,000 shares
of common stock in a private placement at $.20 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 $5,000 were paid to the Company in this
private placement. No commission or finder's fee was paid in regards to this
transaction.



In September 2008, we issued 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 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.SELECTED FINANCIAL
DATA



Not applicable.



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ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



THE FOLLOWING PLAN OF OPERATIONS SECTION
SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES
THERETO INCLUDED ON PAGES 15 THROUGH 25 OF THIS ANNUAL REPORT ON FORM 10-K. ALL
STATEMENTS IN THIS ANNUAL REPORT RELATED TO APD ANTIQUITIES CHANGING FINANCIAL
OPERATIONS AND EXPECTED FUTURE OPERATIONAL PLANS CONSTITUTE FORWARD-LOOKING
STATEMENTS. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED OR
EXPRESSED IN SUCH STATEMENTS.



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 2009, 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 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
$165,381. For the year ended December 31, 2008, we had a net loss of $48,441 on
gross revenues of $0 from no sales. As of December 31, 2008, we had cash of
$1,124, inventories of $4,709 and accounts receivable of zero for total current
assets of $5,833. We have realized only minimal revenue from sales and had a net
loss for the year ended December 31, 2008. 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
Website.

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.



Results of Operations



FISCAL 2008 COMPARED TO FISCAL 2007

- 9 -

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Total revenues decreased from $6,300 to $0,
or 100% comparing the fiscal year ended December 31, 2007 to the fiscal year
ended December 31, 2008. 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 to $0 in 2008 from
$4,400 in 2007.  The cost of antique and collectibles amounted to 0% of
revenues for the 2008 fiscal year compared to 70.00% for fiscal 2007.



For the twelve months ending December 31,
2008, the Company reported a net loss of $48,441 on gross revenues of $0 with
gross profit on sales of $0 compared to sales of $6,300, a gross profit of
$1,900 and net loss of $21,139 in the year ended December 31, 2007. The Company
incurred Operating Expenses of $48,441 in the year ended December 31, 2008 and
$23,039 in the year ended December 31, 2007. This is a increase of $25,402 from
the year ending December 31, 2007 as compared to the year ended December 31,
2008. The major difference in the two periods being attributable to a decrease
in sales and increase in professional fees.



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, 2008 and 2007,
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-K, 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.



Liquidity and Capital Resources



APD Antiquities, Inc. has limited assets.
As of December 31, 2008, our assets consisted of cash of $1,124, inventories of
$4,709 and accounts receivable of zero for total assets of $5,833.



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.  In June of 2005, we raised $25,000 through
the sale of two hundred fifty thousand (250,000) shares of common stock at a
price of $.10 per share, to one unaffiliated shareholder.  In October of
2007, we raised $12,500 through the sale of twenty-five thousand (25,000) shares
of common stock at a price of $.25 per share, to one unaffiliated shareholder.
 In September of 2008, we raised $12,500 through the sale of forty thousand
(25,000) shares of common stock at a price of $.50 per share, to one
unaffiliated shareholder.  In November of 2008, we raised $5,000 through
the sale of twenty-five thousand (25,000) shares of common stock at a price of
$.20 per share, to one unaffiliated shareholder.  In April 2009, we issued
555,000 unregistered shares of its common stock, par value $0.001, at $.045 per
share from our treasury to three corporations in exchange for $24,975 cash.



The inventory 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 no decline in market value below cost.



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 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.

- 10 -

---

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-K. Our critical accounting policies are:



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, 2008 or 2007. 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.



ITEM 7A.  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 -

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ITEM 8.
 FINANCIAL STATEMENTS



|                                                                   |  |         
|------------------------------------------------------------------ |  | --------
|APD
ANTIQUITIES, INC.
INDEX TO
FINANCIAL STATEMENTS               
|Report of Independent
Registered Public Accounting Firm            |  | 13      
|Balance Sheets for December
31, 2007 and December 31, 2008         |  | 14      
|Statements of Operations
for twelve months ended December 31, 2008 |  | 15      
|Statement of Stockholders
Equity as of December 31, 2008          |  | 16      
|Statements of Cash Flows
for twelve months ended December 31, 2008 |  | 17      
|Notes to Financial
Statements for period ended December 31, 2008   |  | 18 to
23





- 12 -

---



To
the Board of Directors and

Stockholders of APD Antiquities, Inc.





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM







We
have audited the accompanying balance sheets of APD Antiquities, Inc. as of
December 31, 2008 and 2007, 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.  The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits 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 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, 2008 and 2007, and the results of its operations 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 are also 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

May
12, 2009



- 13 -

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|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|------------------------------------ | ------------------------------------------ | -------------------------------------------------- | -------------------------------------------------- | ----- | ----- | --------- | ------------ | --------- | ------------
|APD ANTIQUITIES, INC.               
|BALANCE SHEETS                      
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     |                                            |                                                    |                                                    |       |       |           | December 31, |           | December 31,
|                                     |                                            |                                                    |                                                    |       |       |           | 2008         |           | 2007        
|ASSETS                               |                                            |                                                    |                                                    |       |       |           |             
|                                     | CURRENT ASSETS                             |                                                    |                                                    |       |       |           |             
|                                     |                                            | Cash                                               |                                                    |       | $     | 1,124     | $            | 3,981    
|                                     |                                            | Inventory                                          |                                                    |       |       | 4,709     |              | 4,709    
|                                     |                                            |                                                    | Total Current Assets                               |       |       |           | 5,833        |           | 8,690       
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     | TOTAL ASSETS                               |                                                    |                                                    | $     | 5,833 | $         | 8,690       
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                            |                                                    |                                                    |       |      
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     | CURRENT LIABILITIES                        |                                                    |                                                    |       |       |           |             
|                                     |                                            | Accounts payable                                   |                                                    |       | $     | 29,497    | $            | 10,768   
|                                     |                                            | Accrued expenses                                   |                                                    |       |       | 12,356    |              | -        
|                                     |                                            | Commissions payable - related party                |                                                    |       | 5,462 |           | 5,462       
|                                     |                                            |                                                    | Total Current Liabilities                          |       |       |           | 47,315       |           | 16,230      
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     | LONG TERM LIABILITIES                      |                                                    |                                                    |       |       |           |             
|                                     |                                            | Loan payable                                       |                                                    |       |       | 5,000     |              | 5,000    
|                                     |                                            | Loan payable - related party                       |                                                    |       |       | 1,200     |              | 4,200    
|                                     |                                            |                                                    | Total Long Term Liabilities                        |       |       |           | 6,200        |           | 9,200       
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     | COMMITMENTS AND CONTINGENCIES              |                                                    |                                                    | -     |       | -        
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     | STOCKHOLDERS' EQUITY                       |                                                    |                                                    |       |       |           |             
|                                     |                                            | Preferred stock, 5,000,000 shares authorized,      |                                                    |       |       |           |             
|                                     |                                            |                                                    | $0.001 par value; no shares issued and outstanding |       |       | -         |              | -        
|                                     |                                            | Common stock, 20,000,000 shares authorized, $0.001 |                                                    |       |       |           |             
|                                     |                                            |                                                    | par value; 1,781,000 and 1,731,000  shares
issued  |       |       |           |              |          
|                                     |                                            |                                                    | and outstanding, respectively                      |       |       |           | 1,781        |           | 1,731       
|                                     |                                            | Additional paid-in capital                         |                                                    |       |       | 115,919   |              | 98,469   
|                                     |                                            | Accumulated deficit                                |                                                    |       |       | (165,381) |              | (116,940)
|                                     |                                            |                                                    | Total Stockholder's Equity                         |       |       |           | (47,681)     |           | (16,741)    
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             
|                                     | TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY |                                                    | $                                                  | 5,833 | $     | 8,690    
|                                     |                                            |                                                    |                                                    |       |       |           |              |           |             

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



- 14 -

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|                                  |                            |                                |          |           |              |          |           |       
|--------------------------------- | -------------------------- | ------------------------------ | -------- | --------- | ------------ | -------- | --------- | ------
|APD ANTIQUITIES, INC.            
|STATEMENTS OF
OPERATIONS         
|                                  |                            |                                |          |           |              |          |           |       
|                                  |                            |                                |          |           | Years Ended 
|                                  |                            |                                |          |           | December 31,
|                                  |                            |                                |          |           | 2008         |          |           | 2007  
|                                  |                            |                                |          |           |              |         
|SALES                             |                            |                                | $        | -         |              | $        | 6,300    
|                                  |                            |                                |          |           |              |          |           |       
|COST OF GOODS SOLD                |                            |                                | -        |           |              | 4,400   
|                                  |                            |                                |          |           |              |          |           |       
|GROSS PROFIT                      |                            |                                | -        |           |              | 1,900   
|                                  |                            |                                |          |           |              |          |           |       
|EXPENSES                          |                            |                                |          |           |              |         
|                                  | Marketing                  |                                |          | 441       |              |          | 280      
|                                  | Rent                       |                                |          | 3,600     |              |          | 3,600    
|                                  | General and administrative |                                |          | 1,805     |              |          | 1,033    
|                                  | Professional fees          |                                |          | 42,595    |              |          | 17,559   
|                                  | Commissions                |                                |          | -         |              |          | 567      
|                                  |                            | TOTAL EXPENSES                 |          |           | 48,441       |          |           | 23,039
|                                  |                            |                                |          |           |              |          |           |       
|LOSS FROM OPERATIONS              |                            |                                | (48,441) |           |              | (21,139)
|                                  |                            |                                |          |           |              |          |           |       
|OTHER INCOME (EXPENSE)            |                            |                                |          |           |              |         
|                                  | Interest expense           |                                |          | -         |              |          | -        
|                                  |                            | TOTAL OTHER INCOME (EXPENSE)   |          |           | -            |          |           | -     
|                                  |                            |                                |          |           |              |          |           |       
|INCOME (LOSS) BEFORE INCOME TAXES |                            |                                | (48,441) |           |              | (21,139)
|                                  |                            |                                |          |           |              |          |           |       
|INCOME TAXES                      |                            |                                | -        |           |              | -       
|                                  |                            |                                |          |           |              |          |           |       
|NET INCOME (LOSS)                 |                            | $                              | (48,441) |           | $            | (21,139)
|                                  |                            |                                |          |           |              |          |           |       
|                                  | NET LOSS PER COMMON SHARE, |                                |          |           |              |          |          
|                                  |                            | BASIC AND DILUTED              |          | $         | (0.03)       |          | $         | (0.01)
|                                  |                            |                                |          |           |              |          |           |       
|                                  | WEIGHTED AVERAGE NUMBER OF |                                |          | 1,741,519 |              |          | 1,708,083
|                                  |                            | COMMON STOCK SHARES            |          |           |              |          |           |       
|                                  |                            | OUTSTANDING, BASIC AND DILUTED |          |           |              |          |           |       



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



- 15 -

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|                                               |  |              |  |        |            |         |         |             |           |               |         
|---------------------------------------------- |  | ------------ |  | ------ | ---------- | ------- | ------- | ----------- | --------- | ------------- | --------
|APD ANTIQUITIES, INC.                         
|STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT)   
|                                              
|                                               |  | Common Stock |  |        | Additional |         |         |             | Total    
|                                               |  | Number       |  |        |            | Paid-in |         | Accumulated |           | Stockholders'
|                                               |  | of Shares    |  | Amount |            |         | Capital |             | Deficit   |               | Equity  
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Balance, December 31,
2005                     |  | 1,698,000    |  | 1,698  |            |         | 82,002  |             | (71,792)  |               | 11,908  
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Common stock issued for cash                   |  | 8,000        |  | 8      |            |         | 3,992   |             |           |               | 4,000   
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Net 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 October 15,
2007  |  | 25,000       |  | 25     |            |         | 12,475  |             |           |               | 12,500  
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Net loss for the year ended December 31,
2007  |  | -            |  | -      |            |         | -       |             | (21,139)  |               | (21,139)
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Balance, December 31,
2007                     |  | 1,731,000    |  | 1,731  |            |         | 98,469  |             | (116,940) |               | (16,740)
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Common stock issued for cash September 5,
2008 |  | 25,000       |  | 25     |            |         | 12,475  |             |           |               | 12,500  
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Common stock issued for cash November
26,2008  |  | 25,000       |  | 25     |            |         | 4,975   |             |           |               | 5,000   
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Net loss for the year ended December 31,
2008  |  |              |  |        |            |         |         |             | (48,441)  |               | (48,441)
|                                               |  |              |  |        |            |         |         |             |           |               |         
|Balance, December 31,
2008                     |  | 1,781,000    |  | 1,781  |            |         | 115,919 |             | (165,381) |               | (47,681)
|                                               |  |              |  |        |            |         |         |             |           |               |         

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



- 16 -

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|                                          |                                            |                                                      |         |          |          |              |          |  |     
|----------------------------------------- | ------------------------------------------ | ---------------------------------------------------- | ------- | -------- | -------- | ------------ | -------- |  | ----
|APD ANTIQUITIES, INC.                    
|STATEMENTS OF CASH
FLOWS                 
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|                                          |                                            |                                                      |         |          |          | Years Ended 
|                                          |                                            |                                                      |         |          |          | December 31,
|                                          |                                            |                                                      |         |          |          | 2008         |          |  | 2007
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|CASH FLOWS FROM OPERATING ACTIVITIES      |                                            |                                                      |         |          |         
|                                          | Net loss                                   |                                                      | $       | (48,441) |          | $            | (21,139)
|                                          | Adjustments to reconcile net loss          |                                                      |         |          |          |             
|                                          |                                            | to net cash provided (used) by operating
activities: |         |          |          |              |         
|                                          | Decrease (increase) in inventory           |                                                      | -       |          |          | 4,401       
|                                          | Increase in accrued expenses               |                                                      | 12,356  |          |          | -           
|                                          | Increase in accounts payable               |                                                      | 18,728  |          |          | 1,401       
|                                          | Increase (decrease) in commissions payable |                                                      | -       |          |          | 567         
|Net cash provided by operating activities |                                            | (17,357)                                             |         |          | (14,769)
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|CASH FLOWS FROM INVESTING ACTIVITIES      |                                            | -                                                    |         |          | -       
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|CASH FLOWS FROM FINANCING ACTIVITIES      |                                            |                                                      |         |          |         
|                                          | Payment of note payable                    |                                                      | (3,000) |          |          | -           
|                                          | Proceeds from note payable                 |                                                      | -       |          |          | 6,200       
|                                          | Common Stock issued for cash               |                                                      | 17,500  |          |          | 12,500      
|Net cash used by financing activities     |                                            | 14,500                                               |         |          | 18,700  
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|Change in cash                            |                                            |                                                      | (2,857) |          | #        | 3,930       
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|Cash, beginning of period                 |                                            | 3,981                                                |         |          | 51      
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|Cash, end of period                       | $                                          | 1,124                                                |         | $        | 3,981   
|                                          |                                            |                                                      |         |          |          |              |          |  |     
|SUPPLEMENTAL CASH FLOW DISCLOSURES:       |                                            |                                                      |         |          |         
|                                          | Interest paid                              | $                                                    | -       |          | $        | -           
|                                          | Income taxes paid                          | $                                                    | -       |          | $        | -           
|                                          |                                            |                                                      |         |          |          |              |          |  |     

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



- 17 -

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APD
ANTIQUITIES, INC.

Notes to the Financial Statements

December 31, 2008





NOTE 1 - ORGANIZATION AND
DESCRIPTION OF BUSINESS



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



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



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.



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

NOTE 2 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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

Accounting Method

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



Advertising Costs

Advertising costs, including costs for
direct mailings, are expensed when incurred.  During the years ended
December 31, 2008 and 2007 these costs were $441 and $280, 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 currently does not have any
employees.   Accordingly, there is no related accrual of expenses.



- 18 -

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Derivative
Instruments

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



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



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



As of December 31, 2008 and 2007, the
Company has not engaged in any transactions that would be considered derivative
instruments or hedging activities.



Going Concern

The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern.
 At December 31, 2008, the Company had a history of operating losses, an
accumulated deficit of $165,381 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, 2008 or 2007.



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, 2008 and



- 19 -

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



Fair Value of Financial
Instruments

The Company's financial instruments as
defined by Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," include cash, trade accounts
receivable, accounts payable and related party payables. All instruments are
accounted for on a historical cost basis, which, due to the short maturity of
these financial instruments, approximates fair value at December 31, 2008 and
2007.



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



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



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



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

The Company does
not have any assets or liabilities measured at fair value on a recurring basis
at December 31, 2008.

NOTE 3 
COMMITMENTS

Rental
Agreement

The Company has a
month-to-month rental agreement for office space in Spokane, Washington.
 The monthly rent is $300.  At December 31, 2008, the Company has
accrued rent payable of $9,600.

NOTE 4  RELATED PARTY
TRANSACTIONS



The Company
accrues a 3% commission on every sale to each of the Companys three officers.
 Commissions unpaid, but accrued, are unsecured, payable upon demand and
non-interest bearing.  Commissions paid during the years ended December 31,
2008 and 2007 were $0 and $0, respectively. Previous commissions accrued but
unpaid remain at $5,462.

During the year ended December 31, 2007,
related parties loaned the Company $4,200 in two separate unsecured and
non-interest bearing loans.  The $3,000 loan was paid in full on October
15, 2008.   The $1,200 loan is due in full on November 16, 2012.
 During the year ended December 31, 2008, the Company has not paid on the
$1,200 loan.



NOTE 5  NOTE PAYABLE



As of December 31, 2008, loans to the
Company totaled $6,200.  Of this total, $1,200 represents a loan from a
related party.  See Note 4. The remaining $5,000 was loaned to the Company
on February 26, 2007.   The $5,000 loan is unsecured, non-interest
bearing and has a due date of December 31, 2010. During the year ended December
31, 2008, the Company has not paid on the loan.





NOTE 6  PROVISION FOR TAXES



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



FIN 48 Disclosure

- 20 -

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



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



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



At December 31, 2008, the Company had
deferred tax assets of approximately $ 56,000 principally arising from net
operating loss carry forwards for income tax purposes calculated at an expected
rate of 34%. As management of the Company cannot determine that it is more
likely than not that the Company will realize the benefit of the deferred tax
assets, a valuation allowance equal to the deferred tax assets was present at
December 31, 2008 and 2007.



The significant components of the Companys
deferred tax assets at December 31, 2008 and 2007 were as follows:



|                                       |  |                   |  |                  
|-------------------------------------- |  | ----------------- |  | -----------------
|                                       |  | December 31, 2008 |  | December 31, 2007
|Net operating loss carry forward       |  | $165,381          |  | $116,900         
|                                       |  |                   |  |                  
|Deferred tax asset                     |  | $56,000           |  | $39,760          
|Deferred tax asset valuation allowance |  | ($56,000)         |  | ($39,760)        
|                                       |  |                   |  |                  
|Net deferred tax asset                 |  | -                 |  | -                



At December 31, 2008, the Company has net
operating loss carryforwards of approximately $165,381, which expire in the
years 2021 through 2028. The change in the allowance account from December 31,
2007 to December 31, 2008 was an increase of $16,240.



NOTE 7  PREFERRED AND COMMON STOCK



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



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



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).



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



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



- 21 -

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NOTE 8  STOCK OPTION
PLAN



The Companys board of directors approved
the adoption of the 2001 Non-Qualified Stock Option and Stock Appreciation
Rights Plan by unanimous consent on January 15, 2001. This plan was initiated
to encourage and enable officers, directors, consultants, advisors and other key
employees of the Company to acquire and retain a proprietary interest in the
Company by ownership of its common stock. A total of 1,000,000 of the authorized
shares of the Companys common stock may be subject to, or issued pursuant to,
the terms of the plan. No options have been issued under the plan as of December
31, 2008.



NOTE 9  RECENT ACCOUNTING
PRONOUNCEMENTS



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



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



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



In December 2007, the SEC issued Staff
Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as
discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term
of "plain vanilla" share options in accordance with SFAS No. 123 (R),
Share-Based Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007 or December 31, 2008.  Accordingly, the staff will
continue to accept, under certain circumstances, the use of the simplified
method beyond December 31, 2007 and December 31, 2008. The Company currently
uses the simplified method for "plain vanilla" share options and warrants, and
will assess the impact of SAB 110 for fiscal year 2009. It is not believed that
this will have an impact on the Company's consolidated financial position,
results of operations or cash flows.



In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statements-an amendment
of ARB No. 51.  This statement 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. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity.  This statement improves comparability by eliminating that
diversity. This statement is effective for fiscal





- 22 -

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years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier
adoption is prohibited.



The effective date of this statement is the
same as that of the related Statement 141 (revised 2007).  The Company will
adopt this Statement beginning March 1, 2009. It is not believed that this will
have an impact on the Company's consolidated financial position, results of
operations or cash flows.



In December 2007, the FASB, issued FAS No.
141 (revised 2007), Business Combinations. This Statement replaces FASB
Statement No. 141, Business Combinations, but retains the fundamental
requirements in Statement 141.  This Statement establishes principles and
requirements for how the acquirer:  (a) recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) 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. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this statement
beginning March 1, 2009. It is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or cash
flows.



In February 2007, the FASB, issued SFAS No.
159, The Fair Value Option for Financial Assets and Liabilities-Including an
Amendment of FASB Statement No. 115.  This standard permits an entity to
choose to measure many financial instruments and certain other items at fair
value. This option is available to all entities. Most of the provisions in FAS
159 are elective; however, an amendment to FAS 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with available
for sale or trading securities. Some requirements apply differently to entities
that do not report net income. SFAS No. 159 is effective as of the beginning of
an entities first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of the previous fiscal year provided
that the entity makes that choice in the first 120 days of that fiscal year and
also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.
 The Company adopted SFAS No. 159 beginning March 1, 2008.  It has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.



NOTE 10  SUBSEQUENT EVENTS



On April 20, 2009 the Company sold 554,556
shares of common stock in a private placement, with three investors, for cash of
$24,975 ($0.045 per share).



- 23 -

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ITEM 9.
 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
9A. 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, 2008. 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, 2008. 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, 2008, due to the reported
material weaknesses.



Managements Report on Internal Control
Over Financial 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, 2008. 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 Frameworkand
Internal Control over Financial Reporting-Guidance for Smaller Public
Companies.



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.

- 24 -

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We identified a
material weakness in our internal control over financial reporting as of
December 31, 2008 because fundamental elements of an effective control
environment were missing or inadequate as of December 31, 2008, 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,
2008, our internal control over financial reporting was not effective based on
criteria in Internal Control  Integrated Frameworkand Internal
Control over Financial Reporting-Guidance for Smaller Public Companiesissued 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.      



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 9B. OTHER INFORMATION.



None.

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PART III



Item 10.
  Directors, Executive Officers, and Corporate Governance



A. Directors, Executive Officers, Promoters and
Control Persons



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.



|                   |  |     |  |                                  |  |                                          
|------------------ |  | --- |  | -------------------------------- |  | -----------------------------------------
|Name               |  | Age |  | Position with the Company        |  | Has Served as Director
Continuously Since
|Cindy K. Swank     |  | 53  |  | President, Treasurerand Director |  | August 1999                              
|                   |  |     |  |                                  |  |                                          
|Timothy J. Kuh     |  | 34  |  | Vice President
and Director      |  | December 2004                            
|                   |  |     |  |                                  |  |                                          
|Edward Wong Wah On |  | 41  |  | 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 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.

- 26 -

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B.
 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 11.  EXECUTIVE
COMPENSATION



A.   Summary
Compensation Table



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, 2008 and 2007, 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
PRINCIPAL POSITION |  | YEAR |      | SALARY |   | BONUS |  | OTHER ANNUAL
COMPENSATION (1) |    
|                           
|Cindy K. Swank              |  |      | 2008 |        | $ | -0-   |  |                               | -0- |  | $ | -0- | 
|President, Treasurer        |  |      | 2007 |        | $ | -0-   |  |                               | -0- |  | $ | -0- | 
|Chief Executive Officer     |  |      | 2006 |        | $ | -0-   |  |                               | -0- |  | $ | -0- | 



*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. No commissions were paid during the year ended December 31, 2008.



B. Narrative Disclosure to Summary Compensation
Table



During the fiscal year ended December 31,
2008, 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, 2009. Directors are reimbursed, however,
for reasonable expenses incurred on behalf of the Company.



C. Outstanding Equity Awards at Fiscal Year
End



No director had been granted any equity compensation,
including option grants, as of December 31, 2008.



D. Compensation of Directors



No compensation was paid to directors for their director
services during the fiscal year ending December 31, 2008.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth the number
and percentage of Common Shares beneficially owned, as of the date of this
filing, out of 2,336,000 shares, 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:



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|               |                                                                                               |                    |                 
|-------------- | --------------------------------------------------------------------------------------------- | ------------------ | ----------------
|Name of        | Name of                                                                                       | Number of Shares   |                 
|Title of Class | Beneficial Owner (1)                                                                          | Beneficially Owned | Percent
of Class
|Common         | Cindy K. Swank (2)                                                                            | 202,004            | 9%              
|Common         | Wong Wah On Edward (3)                                                                        | 400                | 0%              
|Common         | Raymond J. Kuh (4)                                                                            | 201,004            | 9%              
|Common         | Peter Yauschew (5)
Oberaschauer Str. 2
83355 Grabenstatt, Chiemsee, Germany                   | 133,732            | 6%              
|Common         | Merridy Buttice (6)
914 Hobson St.
Walla Walla, WA 99362                                      | 133,732            | 6%              
|Common         | Peter Schmid (7)
Wiesenweg 7
85653 Aying, Germany                                             | 133,732            | 6%              
|Common         | Klaus Lewin (8)
Meisenweg 15
50126 Bergheim, Germany                                          | 308,564            | 14%             
|Common         | Donna Street (9)
PO Box 216
Rockford, WA 99030                                                | 133,332            | 6%              
|Common         | Timothy Kuh (10)                                                                              | 2,000              | 0%              
|Common         | Yu Shum Cheung (11)
The Galleria Ste. 2702
9 Queens Road
Central Hong Kong, PRC              | 251,500            | 11%             
|Common         | Medford Financial, Ltd.
60 Market Square, Belize City, Belize                                 | 185,000            | 8%              
|Common         | Sierra Growth, Inc.
Henville Building, Charlestown, Nevis                                     | 185,000            | 8%              
|Common         | Stonehurst Limited
Oliaji trade Centre, Suite 13, Francis Rachel
Street, Victoria, Seychelles | 185,000            | 8%              
|Common         | All Executive Officers, Directors as a Group (3
persons) (15)                                 | 204,404            | 9%              



|                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)
Unless otherwise
indicated, the address of each of the listed beneficial owners identified
above is c/o 1314 South Grand Boulevard, Suite 2-250, Spokane, WA
99202.
|(2)
Cindy K. Swank.
 Includes 202,004 shares of common stock held by Cindy
Swank.                                                                                      
|(3)
Wong Wah On
Edward.  Includes 400 shares of common stock held by Edward
Wong.                                                                                      
|(4)
Raymond J. Kuh.
 Includes 201,004 shares of common stock held by Raymond
Kuh.                                                                                      
|(5)
Peter Yauschew.
 Includes 133,732 shares of common stock held by Peter
Yauschew.                                                                                   
|(6)
Merridy Buttice.
 Includes 133,732 shares of common stock held by Merridy
Buttice.                                                                                 
|(7)
Peter Schmid.
 Includes 133,732 shares of common stock held by Peter
Schmid.                                                                                       
|(8)
Klaus Lewin.
 Includes 308,564 shares of common stock held by Klaus
Lewin.                                                                                         
|(9)
Donna Street.
 Includes 133,332 shares of common stock held by Donna
Street.                                                                                       
|(10)
Timothy J. Kuh.
 Includes 2,000 shares of common stock held by Timothy Kuh.                                                                                       
|(11)
Yu Shum Cheung.
 Includes 251,500 shares of common stock held by Shum Cheung
Yu.                                                                                  
|(12)
Medford Financial,
Ltd.  Includes 185,000 shares of common stock held by Medford
Financial, Ltd.                                                                  
|(13)
Sierra Growth,
Inc.  Includes 185,000 shares of common stock held by Sierra Growth,
Inc.                                                                          
|(14)
Stonehurst
Limited.  Includes 185,000 shares of common stock held by Stonehurst
Limited.                                                                          
|(15)
Includes the
shares of Common Stock beneficially owned by Ms. Swank, Mr. Tim Kuh, &
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, 2008
we had outstanding 1,781,000 shares of common stock.



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(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 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



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 no revenue and minimal operations, no
commissions were accrued during the year ended December 31, 2008 and any
commissions payable to Ms. Swank were accrued on our books during that fiscal
year.



Equity Compensation Plan
Information



The following table sets forth information
about the common stock available for issuance under compensatory plans and
arrangements as of December 31, 2008.



|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                              |   |                                                                              |   |                                                                                                                                            |  |  |           |  |  |  |  |  |  |  |  | 
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --------- |  |  |  |  |  |  |  |  | 
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (a)                                                                                          |   | (b)                                                                          |   | (c)                                                                                                                                        | 
|Plan Category                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Number of
securities to be issued upon exercise of outstanding options, warrants and
rights. |   | Weighted-average
exercise price of outstanding options, warrants, and rights |   | Number of
securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a) | 
|Equity
compensation plan approved by security holders (1)  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                              | 0 |                                                                              | $ | 0                                                                                                                                          |  |  | 1,000,000 | 
|Equity
compensation plans not approved by security holders |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                              | 0 |                                                                              | $ | 0                                                                                                                                          |  |  |           | 
|Total                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                              | 0 |                                                                              | $ | 0                                                                                                                                          |  |  | 1,000,000 | 
|(1)                                                        | 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.



- 29 -



---



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,
2008. 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, 2008, and 2007, its reviews of APDs unaudited condensed
consolidated interim financial statements, and for SEC consultations and filings
were $28,529 and $18,776, respectively.



Audit-Related Fees. Williams &
Webster, P.S. was not paid additional fees for the fiscal year ended December
31, 2007 and December 31, 2008 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 2008 for professional
services rendered for tax compliance. We did not incur any fees and expenses
from Williams & Webster, P.S. for the fiscal year 2007 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 2007 and 2008 annual audits.



- 30 -

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PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



(a) 1 & 2. Financial Statements See Item 8 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 (Incorporated
by reference to Exhibit 10.1 to the December 31, 2007 Annual Report on
Form 10-K) (File No. 000-50738)                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                             
|31.1   |  | Section 302 Certification                                                                                                                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                             
|32.1   |  | Section 1350
Certifications                                                                                                                                                                                                                                                                                 



* Incorporated by reference to the
Registrant's Registration Statement on Form 10SB12G filed on May 3, 2004, File
No. 000-50738



- 31 -

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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: July 21, 2009



APD ANTIQUITIES, INC.



|    |                                                                      
|--- | ---------------------------------------------------------------------
|By: | /s/ Cindy K.
Swank                                                   
|    | Cindy
K. Swank
President,
Treasurer, CEO, Principal Financial Officer



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 K. Swank |  | Dated: July 21, 2009
|Cindy
K. Swank     |  |                     
|Director           |  |                     



|                       |  |                     
|---------------------- |  | --------------------
|/s/
Edward Wong Wah On |  | Dated: July 21, 2009
|Edward
Wong Wah On     |  |                     
|Director               |  |                     



|                   |  |                     
|------------------ |  | --------------------
|/s/
Timothy J. Kuh |  | Dated: July 21, 2009
|Timothy
J. Kuh     |  |                     
|Director           |  |                     



- 32 -