APDQ 10-Q 09/30/12

10-Q 1 apdq10q_093012apg.htm APDQ 10-Q 09/30/12 APDQ 10-Q 09/30/12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


[X]	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2012.

[ ]	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______ to _______.

000-50738

(Commission file number)

APD ANTIQUITIES, INC.

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


Nevada	91-1959986
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

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

(Address of principal executive offices)

(509) 744-8590

(Registrant’s telephone number)

______________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X] NO [ ]

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


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

As of November 19, there were 6,351,111 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION		20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosure [Not Applicable]	20
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		22

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PART I – FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

APD ANTIQUITIES, INC.

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012


Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	4

Consolidated Statements of Operations for the Three Months Ended
September 30, 2012 and 2011 and Nine Months Ended September 30, 2012 and 2011	5

Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2012 and 2011	6

Notes to Consolidated Financial Statements	7

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APD ANTIQUITIES, INC.
CONSOLIDATED BALANCE SHEETS

					September 30, 2012		December 31, 2011
					(Unaudited)
ASSETS
	CURRENT ASSETS
		Cash		$	1,828	$	15,040
		Northern Adventures Receivable			407,951		230,417
			Total Current Assets		409,779		245,457

	TOTAL ASSETS			$	409,779	$	245,457

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

	CURRENT LIABILITIES
		Accounts payable		$	31,174	$	4,191
		Accrued expenses			-		6,000
		Accrued interest payable			34,581		12,089
		Convertible notes payable			486,000		331,000
		Notes payable			4,000		-
			Total Current Liabilities		555,755		353,280

	COMMITMENTS AND CONTINGENCIES				-		-

	STOCKHOLDERS' EQUITY (DEFICIT)
		Preferred stock, 10,000,000 shares authorized,
			$0.001 par value; no shares issued and outstanding		-		-
		Common stock, 200,000,000 shares authorized, $0.001
			par value; 6,151,111 and 4,731,111 shares issued
			and outstanding, respectively		6,151		4,731
		Additional paid-in capital			283,724		214,144
		Accumulated deficit			(435,851)		(326,698)
			Total Stockholder's Equity (Deficit)		(145,976)		(107,823)

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)			$	409,779	$	245,457

The accompanying notes are an integral part of these financial statements

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APD ANTIQUITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

				For The Three Months Ended				For The Nine Months Ended
				September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
				(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
SALES			$	-	$	-	$	-	$	2,500

COST OF GOODS SOLD				-		-		-		2,500

GROSS PROFIT				-		-		-		-

EXPENSES
	Marketing			-		-		777		82
	Rent			900		900		2,700		2,700
	General and administrative			339		1,783		3,171		2,536
	Professional fees			21,693		16,156		66,288		46,216
	Land consulting			-		-		31,259		-
		TOTAL EXPENSES		22,932		18,839		104,195		51,534

LOSS FROM OPERATIONS				(22,932)		(18,839)		(104,195)		(51,534)

OTHER INCOME (EXPENSE)
	Interest income			7,037		3,848		17,534		3,848
	Interest expense			(8,945)		(3,426)		(22,492)		(5,936)
		TOTAL OTHER INCOME (EXPENSE)		(1,908)		422		(4,958)		(2,088)

INCOME (LOSS) BEFORE INCOME TAXES				(24,840)		(18,417)		(109,153)		(53,622)
INCOME TAXES				-		-		-		-
NET INCOME (LOSS)			$	(24,840)	$	(18,417)	$	(109,153)	$	(53,622)

	NET LOSS PER COMMON SHARE,
		BASIC AND DILUTED	$	(0.00)	$	(0.00)	$	(0.02)	$	(0.01)

	WEIGHTED AVERAGE NUMBER OF			6,151,111		4,431,000		5,931,622		4,331,477
		COMMON STOCK SHARES
		OUTSTANDING, BASIC AND DILUTED

The accompanying notes are an integral part of these financial statements

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APD ANTIQUITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

			For The Nine Months Ended
				September 30, 2012		September 30, 2011
				(Unaudited)		(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(109,153)	$	(53,622)
	Adjustments to reconcile net loss
		to net cash provided (used) by operating activities:
	Decrease (increase) in inventory			-		2,500
	Decrease (increase) in interest receivable			(17,534)		(3,848)
	Increase (decrease) in accrued expenses			(6,000)		(3,200)
	Increase (decrease) in accounts payable			26,983		(20,105)
	Increase (decrease) in interest payable			22,492		5,936
	Increase (decrease) in commissions payable			-		(1,978)
Net cash used by operating activities				(83,212)		(74,317)

CASH FLOWS FROM INVESTING ACTIVITIES
	Additional loans to Northern Adventure			(160,000)		(170,000)
Net cash used by investing activities				(160,000)		(170,000)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock			71,000		13,000
	Proceeds from convertible notes payable			190,000		266,000
	Payment of notes payable			(31,000)		(6,200)
Net cash provided by financing activities				230,000		272,800

Change in cash				(13,212)		28,483

Cash, beginning of period				15,040		41

Cash, end of period			$	1,828	$	28,524

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

The accompanying notes are an integral part of these financial statements

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APD ANTIQUITIES, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

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 were previously 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. As of December 31, 2011, the company wrote off its remaining inventory and has discontinued its original business.

On May 7, 2011, the Company formed APD Metals, Inc. a wholly owned subsidiary corporation in the state of Nevada, with the intent of acquiring mining properties, existing mineral leases and options to purchase existing leases in the Northwest. On May 8, 2012, the name of the subsidiary was changed from APD Metals, Inc. to AMCOR Exploration, Inc. The Company entered into a Letter of Intent with an unrelated entity to acquire options to lease mineral properties at a future date (see NOTE 6).

The Company maintains its corporate office in Spokane, Washington. The Company is now searching for acquisitions to further its identified future acquiring mineral property rights. 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.

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2011 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2012.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to paragraph 260-10-45-10 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share reflect the potential dilution of securities that could share in our earnings through the conversion of common shares issuable via convertible notes payable, except where their inclusion would be anti-dilutive. Total outstanding common stock equivalents attributable to convertible debt deemed to be anti-dilutive at September 30, 2012 and 2011 were 10,411,612 and 5,464,175, respectively.

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 September 30, 2012, the Company had not participated in consignment or conditional sales; therefore, there are no unsettled transactions related to sales or cost of sales.

Recently Issued Accounting Pronouncements

Management has reviewed and does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

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Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will disclose the date through which subsequent events have been evaluated and that date is the date when the financial statements were issued.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to paragraph 740-10-25 of the FASB Accounting Standards Codification.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had an accumulated deficit of $435,851 at September 30, 2012 and had a net loss of $109,153 and net cash used in operating activities of $83,212 for the period ended September 30, 2012. These factors raised substantial doubt about the Company continuing as a going concern.

While the Company’s cash position may not be sufficient enough to support the Company’s daily operations, management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – COMMITMENTS

Rental Agreement

The Company has a month-to-month rental agreement for office space in Spokane, Washington. The monthly rent is $300.

NOTE 5 – NOTES PAYABLE

On April 4, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest per annum with an initial maturity date of January 3, 2012 which was extended to December 31, 2012 on August 31, 2012. During period ended December 31, 2011, a total of $19,000 was repaid on the note. During period ended September 30, 2012, the balance of $31,000 was repaid on the note. Interest in the amount of $3,088 still remains unpaid on the note. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On April 12, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest per annum with a maturity date of January 7, 2012 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On April 30, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest per annum with a maturity date of January 25, 2012 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On August 23, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest with a maturity date of December 31, 2011 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 6, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of January 14, 2012 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 20, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of

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December 31, 2011 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 30, 2011, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with an initial maturity date of December 31, 2011 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On November 2, 2011, APD Antiquities, Inc. entered into a similar definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of March 31, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On November 14, 2011, APD Antiquities, Inc. entered into a similar definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $50, 000 at 8% interest with a maturity date of March 31, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On February 17, 2012, APD Antiquities, Inc. entered into a similar definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of March 31, 2012, which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On May 10, 2012 APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a promissory note relating to a loan in the amount of $2,000. There is no interest on the note with a maturity date of August 31, 2012 which was extended to December 31, 2012 on August 31, 2012.

On May 15, 2012 APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a promissory note relating to a loan in the amount of $1,150. There is no interest on the note with a maturity date of August 31, 2012 which was extended to December 31, 2012 on August 31, 2012.

On May 15, 2012 APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a promissory note relating to a loan in the amount of $850. There is no interest on the note with a maturity date of August 31, 2012 which was extended to December 31, 2012 on August 31, 2012.

On May 15, 2012 APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $11,000 at 8% interest per annum with a maturity date of August 31, 2012 which was extended to December 31, 2012 on August 31, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On May 18, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest per annum with a maturity date of August 31, 2012 which was extended to December 31, 2012 on August 31, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On June 15, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest per annum with a maturity date of August 14, 2012 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On June 18, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $10,000 at 8% interest per annum with a maturity date of August 14, 2012 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On July 30, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $10,000 at 8% interest per annum with a maturity date of September 30, 2012 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

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September 30, 2012 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On August 6, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $20,000 at 8% interest per annum with a maturity date of September 30, 2012 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On September 17, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest per annum with a maturity date of December 31, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

On September 17, 2012, APD Antiquities, Inc. entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $5,000 at 8% interest per annum with a maturity date of December 31, 2012. This promissory note can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.

At September 30, 2012 a total of $34,581 of interest has been accrued on all outstanding convertible promissory notes between April 4, 2011 and September 30, 2012.

NOTE 6 – LETTER OF INTENT

On April 8, 2011, the Company entered into a non-binding Letter of Intent with Northern Adventures LLC. (“Northern”) related to securing an option to enter into a lease agreement related to two mineral properties located in the state of Montana. The Letter of Intent was amended and the number of mineral properties or leases has, by mutual consent, been increased to nine properties. The Letter of Intent was amended on September 5, 2012 to run to December 31, 2012.

As part of the transaction with Northern, the Company has made several unsecured loans to Northern for the express purpose of securing additional mineral rights in the immediate area of the two mineral properties owned by Northern.

On January 5, 2012, a $15,000 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on September 30, 2012.

On January 21, 2012, a $17,500 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on September 30, 2012.

On May 15, 2012, a $10,000 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on September 30, 2012.

On May 18, 2012, a $25,000 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on September 30, 2012.

On June 18, 2012, a $32,500 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on September 30, 2012.

On July 30, 2012, a $30,000 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on September 30, 2012.

On August 6, 2012, a $5,000 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on February 2, 2013.

On September 18, 2012, a $25,000 unsecured loan was made to Northern Adventures, LLC. The promissory note bears interest at 8% per annum and matures on March 18, 2013.

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The aggregate principal amount of loans due from Northern Adventures at September 30, 2012 is $382,500, plus interest of $25,450.

NOTE 7 – PREFERRED AND COMMON STOCK

The Company has 10,000,000 shares of preferred stock authorized and none issued; and 200,000,000 shares of common stock authorized and 6,151,111 shares issued and outstanding. The company has no stock purchase warrants or options outstanding.

NOTE 8 – INCOME TAXES

The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

At September 30, 2012 and December 31, 2011 the Company had gross deferred tax assets calculated at the expected rate of 35% of approximately $152,500 and $114,300, respectively, principally arising from net operating loss carryforwards for income tax purposes. 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 asset, a valuation allowance of $152,500 and $114,300 has been established at September 30, 2012 and December 31, 2011, respectively.

The significant components of the Company’s net deferred tax asset (liabilities) at September 30, 2012 and December 31, 2011 are as follows:


		September 30, 2012	December 31, 2011
Net operating loss carryforwards		$ 435,851	$ 326,698

Gross deferred tax assets (liabilities):
	Net Operating Loss	$ 152,500	$ 114,300
	Valuation Allowance	(152,500)	(114,300)

Net Deferred tax asset (liability)		$ -	$ -

At September 30, 2012 and December 31, 2011, the Company has net operating loss carry forwards of approximately $436,000 and $327,000 respectively, which will expire in the years 2016 through 2033. The net change in the allowance account was an increase of $38,200.

The Company is subject to possible tax examinations for the years ending December 31, 2009 through December 31, 2011.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were the following reportable subsequent events to be disclosed.

On October 1, 2012, APD and AMCOR Exploration, Inc., its wholly owned subsidiary (“Optionees”) entered into an Amended Option to Purchase Mineral Assets Agreement (the “Option Agreement”) with Northern Adventures, LLC (NALLC) and Northern Adventures, Inc. (NAI) (Optionors) related to the option to purchase certain mineral assets, existing mineral lease agreements, unpatented mining claims and an option to purchase existing leases from the state of Washington. The exercise price for the option is the exchange of all promissory notes owed by NALLC to APD, currently in the aggregate principal amount of $382,500 plus accrued interest of $25,450 as of September 30, 2012. In the event APD provides any additional loans to NALLC between the date of execution of the Option Agreement and the exercise of the option, the additional principal amounts of the promissory notes and accrued interest will be added to the debt to be exchanged. In addition, APD shall issue to NAI the number of shares necessary to provide NAI, on a post acquisition basis, with an ownership position equal to 80.5% of the outstanding shares of common stock of APD as of the exercise

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date. The term of this agreement ends December 31, 2012, unless extended by mutual consent of the parties. The Option Agreement is attached hereto as an exhibit and incorporated by reference (Exhibit 10.1 attached hereto).

On October 1, 2012, APD extended the maturity date from September 30, 2012 to December 31, 2012 on all presently due loans provided to NALLC, totaling $357,500. All loans to NALLC, totaling $382,500 are due December 31, 2012.

On October 26, 2012, APD entered into definitive agreements relating to the private placement of $10,000 of its securities through the sale of 200,000 shares of its common stock at $0.05 per share to an accredited investor. Upon closing of the private placement, there were no fees, commissions, or professional fees for services rendered in connection with the private placement. The placement was arranged and undertaken by the officers of the Company. The private placement of these securities was exempt from registration under pursuant to Section 4(2) of the Securities Act of 1933, as amended.

On October 29, 2012, APD filed a Preliminary Information Statement. The purpose of this Information Statement is to inform the shareholders of record, that on June 30, 2012, thirteen (13) shareholders, including two officers and directors, who own in the aggregate approximately 61.23% of the issued and outstanding shares of the common stock, par value $0.001 per share (the "Common Stock") of APD Antiquities, Inc. a Nevada corporation (or APD) held as of the close of business on June 30, 2012 (the “Record Date”), gave their written consent to approve the following resolutions authorizing our proposed acquisition of certain mineral assets: (1) to authorize the officers of APD to enter into the Option to Purchase Assets Agreement with Northern Adventures, LLC and Northern Adventures, Inc.; and (2) to authorize the officers of APD, at a future date, to also enter into an Asset Purchase Agreement pursuant to the terms and conditions outlined in the draft agreement provided to the consenting stockholders.

On November 5, 2012, APD filed an Information Statement. This Information Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify our stockholders, as of the close of business on June 30, 2012 (the “Record Date”), of the actions to be taken pursuant to the written consent of stockholders holding a majority of the issued and outstanding shares of APD Antiquities’ common stock. A majority of the holders of the APD common stock have approved resolutions authorizing the execution of an option to purchase certain mining assets from Northern Adventures, Inc. and Northern Adventures LLC, and authorizing the exercise of the option to purchase the mining assets through the signing of an Asset Purchase Agreement pursuant to which APD would issue the number of shares of common stock of APD to provide Northern Adventures, Inc., on a post acquisition basis, with an ownership position equal to 80.5% of its outstanding shares of common stock as of the date of exercise of the option and APD would accept the transfer of all mineral properties, leases, and claims held by Northern Adventures, LLC in exchange for payment on loans made, in the aggregate principal amount of $322,500 and accrued interest in the amount of $18,414 as of June 30, 2012. Since June 30, 2012, we have made additional loans in the aggregate principal amount of $60,000 to Northern Adventures LLC, for total loans in the aggregate principal amount of $382,500. All of these loans bear an interest rate of 8% per annum and have a maturity date of December 31, 2012. In order to eliminate the costs and management time involved in holding a special meeting, and in order to effect the corporate action as soon as possible, we decided to proceed with the corporate action by obtaining the written consent of stockholders holding a majority of the voting power.

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

THE FOLLOWING PLAN OF OPERATIONS SECTION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ON PAGES 4 THROUGH 12 OF THIS QUARTERLY REPORT ON FORM 10-Q. ALL STATEMENTS IN THIS QUARTERLY REPORT RELATED TO OUR 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. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE.

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-Q.

Plan of Operations

In its initial operational stage beginning with its commencement of operations in 1999, APD Antiquities, Inc. was an e-commerce based company which engaged in the business of acquiring and marketing antiques and collectible items, focusing our attention on high quality pieces from the Far East. This business did not prove successful. Our plan of operation for the coming year is to identify and acquire a favorable business opportunity through a merger or acquisition.

As an initial step to potentially redirect our business to the mineral exploration industry, on May 7, 2011, we formed APD Metals, Inc., a wholly owned subsidiary corporation in the state of Nevada. APD Metals, Inc. was formed with the intent of acquiring mining properties in the Northwest United States and for the purpose of evaluating the feasibility of diversifying into the mineral exploration business. As of this date, no properties or mineral leases have been acquired. On May 8, 2012, the corporate name of our wholly owned subsidiary was changed from APD Metals, Inc. to AMCOR Exploration, Inc.

Loans Receivable. On April 8, 2011, we entered into a non-binding Letter of Intent with Northern Adventures LLC, (“Northern”), an unrelated entity, pertaining to securing an option to enter into a lease agreement related to two mineral properties located in the state of Montana. As part of the signing of the Letter of Intent with Northern, we made a one hundred twenty (120) day unsecured loan in the amount of $115,000 to Northern for the express purpose of securing additional mineral rights in the immediate area of the two mineral properties owned by Northern by locating, filing and recording approximately 55 unpatented mining claims at an average cost of $400 each. The promissory note bears interest at 8% per annum. Under the terms of the Letter of Intent, we agreed to loan Northern up to $200,000. As of September 30, 2012, we have loaned Northern an aggregate principal amount of $382,500 pursuant to 17 promissory notes detailed below, exceeding the amount agreed upon in the Letter of Intent by $182,500. All notes bear interest at 8% per annum as shown in the chart below. As a consequence of protracted inclement weather which inhibited the proposed work defined in the Letter of Intent between APD and Northern executed on April 8, 2011, we agreed with Northern to amend the non-binding Letter of Intent on five occasions, with the last amendment dated September 5, 2012 extending the maturity date of all promissory notes with Northern (listed below) to December 31, 2012.

Subsequently, on July 3, 2012, APD signed an Option to Purchase Mineral Assets Agreement (the “Option Agreement”) with Northern Adventures, Inc. and Northern Adventures, LLC to acquire certain mineral assets owned by Northern Adventures, Inc. that included the mineral properties covered by the Letter of Intent plus additional properties acquired with capital loaned by APD to Northern Adventures LLC.

On October 1, 2012, the Option Agreement was amended, extending the termination date of the original agreement from October 1, 2012 to December 31, 2012. See Subsequent Events below for a full description of the option agreement.

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Loaned To	Date	Amount	Details
Northern Adventures LLC	4/4/2011	$ 20,000	8% interest
Northern Adventures LLC	4/12/2011	$ 35,000	8% interest
Northern Adventures LLC	5/3/2011	$ 40,000	8% interest
Northern Adventures LLC	8/24/2011	$ 40,000	8% interest
Northern Adventures LLC	9/8/2011	$ 15,000	8% interest
Northern Adventures LLC	9/21/2011	$ 20,000	8% interest
Northern Adventures LLC	10/10/2011	$ 7,500	8% interest
Northern Adventures LLC	11/1/2011	$ 20,000	8% interest
Northern Adventures LLC	11/15/2011	$ 25,000	8% interest
Northern Adventures LLC	1/5/2012	$ 15,000	8% interest
Northern Adventures LLC	1/21/2012	$ 17,500	8% interest
Northern Adventures LLC	5/15/2012	$ 10,000	8% interest
Northern Adventures LLC	5/18/2012	$ 25,000	8% interest
Northern Adventures LLC	6/18/2012	$ 32,500	8% interest
Northern Adventures LLC	7/30/2012	$ 30,000	8% interest
Northern Adventures LLC	8/6/2012	$ 5,000	8% interest
Northern Adventures LLC	9/18/2012	$ 25,000	8% interest
	Total	$ 382,500

As of September 30, 2012, interest in the amount of $25,450 has accrued on the aggregated principal amount of $382,500 owed to us by Northern Adventures, LLC.

Loans Payable. Between April 4, 2011 and September 30, 2012 we entered into loans pursuant to promissory notes convertible into shares of common stock at $0.05 per share for an aggregate principal amount of $540,000, each at an interest rate of 8% per annum, of which principal of $490,000 remains outstanding after payment of $50,000 to one note holder. The promissory notes are as follows:

On April 4, 2011, we executed a convertible promissory note with an accredited unrelated corporation, relating to a loan in the amount of $50,000 at 8% interest per annum with an initial maturity date of January 3, 2012, which was extended to August 31, 2012 on June 30, 2012. During period ended December 31, 2011, a total of $19,000 was repaid on the note. During period ended September 30, 2012, the balance of $31,000 was repaid on the note. Interest in the amount of $3,088 still remains unpaid on the note. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note. As of September 30, 2012, total principal in the amount of $0 was still outstanding.

On April 12, 2011, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest with a maturity date of January 7, 2012 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On April 30, 2011, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest with a maturity date of January 25, 2012 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On August 23, 2011, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest with a maturity date of December 31, 2011 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 6, 2011, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of January 14, 2012 which was extended to Decemer 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

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On September 20, 2011, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of December 31, 2011 which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 30, 2011, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with an initial maturity date of December 31, 2011 which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On November 2, 2011, we entered into a similar definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of March 31, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On November 14, 2011, we entered into a similar definitive agreement with an accredited unrelated corporation, and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest with a maturity date of March 31, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On February 17, 2012, we entered into a similar definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of March 31, 2012, which was extended to December 31, 2012 on August 14, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On May 15, 2012, we entered into a similar definitive agreement with an unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $11,000 at 8% interest with a maturity date of June 30, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On May 18, 2012, we entered into a similar definitive agreement with an accredited unrelated corporation, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of August 31, 2012,which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On June 15, 2012, we entered into a similar definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of August 14, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On June 18, 2012, we entered into a similar definitive agreement with an unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $10,000 at 8% interest with a maturity date of August 14, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On July 30, 2012, we entered into a similar definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $10,000 at 8% interest with a maturity date of September 30, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

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date of September 30, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On August 6, 2012, we entered into a similar definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $20,000 at 8% interest with a maturity date of September 30, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 17, 2012, we entered into a similar definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of December 31, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 17, 2012, we entered into a similar definitive agreement with an unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $5,000 at 8% interest with a maturity date of December 31, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On April 1, 2012 seven of the above note holders agreed to convert the principal and accrued interest of their promissory notes to common stock subject to APD acquiring the assets of Northern Adventures, Inc. The conversion of the promissory notes is therefore on hold pending the consummation of an asset acquisition transaction between APD and Northern Adventures, Inc.

At September 30, 2012, a total of $34,580 of interest had accrued on the convertible promissory notes with an aggregate principal amount of $486,000.

As of the date of this filing, we have not yet entered into any definitive agreements with Northern to acquire their mining assets, but we do have a non-binding Letter of Intent which may result in a possible change of control transaction, of which there is no assurance, at some future date. In the event we reach a formal agreement with Northern, of which there is no assurance, we expect to attempt to raise additional funds to be used as operating capital with a view to funding one or more proposed mineral exploration programs. If necessary, we may sell common stock to provide additional cash for future operations and development.

Results of Operations

Since APD was formed on July 23, 1996, it has earned minimal revenues and has incurred a net operating loss since its inception of $435,851 through September 30, 2012.

Results of operations for the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011 are as follows:

Net cash used in operating activities during the three months ended September 30, 2012 was $83,212 as compared to net cash used in operating activities during the six months ended September 30, 2011 of $74,317. For the nine months ended September 30, 2012, we reported a net loss of $109,153, gross revenues of $0, with a gross profit on sales of $0, compared to a net loss of $53,622 sales of $2,500, and a gross profit on sales of $0 during the months ended September, 2011. We incurred operating expenses of $104,195 in the nine months ended September, 2012 and $51,534 in the nine months ended September 30, 2011. This is an increase of $52,661. The major difference in the two periods was attributable to an increase in professional and consulting fees related to evaluating new business opportunities, specifically in the mineral exploration business, and due diligence related to a possible reorganization of the company.

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Revenues

Total net revenues amounted to $0 for the nine months ended September 30, 2012 compared to $0 for the corresponding period in the prior year. This lack of revenue is attributed to the requirements to prepare for a proposed change in direction of the company’s future new business.

Operating Expenses

We incurred operating expenses of $104,195 in the nine months ended September 30, 2012 and $51,534 in the nine months ended September 30, 2011. This is an increase of $52,661. The major difference in the two periods was attributable to an increase in professional fees.

Net Income or Loss

For the nine months ended September 30, 2012, we reported a net loss of $109,153 compared to a net loss of $53,622 for the corresponding period in the prior year, an increase in net loss of $55,531. The net loss increase is primarily due to an increase in professional fees and interest expense.

Liquidity and Capital Resources

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 us. With additional funding to carry on and support operations, management anticipates that our operating expenses would increase in the long-term as a result of an increase in sales and marketing activities, as well as general and administrative costs. Long-term liquidity is directly dependent upon either the future success of our business or our ability to identify and acquire a favorable business opportunity through merger or acquisition. Without reasonable funding in the near future, we would attempt to enter into one or more business transactions that could involve a merger or sale of our company and/or the sale of some or all of its assets to protect our shareholders’ interest and investments. No binding merger or acquisition agreements have been entered into at this time.

Our cash in the bank at September 30, 2012 was $1,828. We do not have any available lines of credit. Since inception we have financed our operations from private placements of equity securities and loans. Between April 4, 2011 and September 30, 2012 we received loans for an aggregate principal amount of $540,000 as described above. During period ended December 31, 2011 and September 30, 2012, a total of $19,000 and $31,000 were repaid on the loans, respectively. Of the loan balances, $4,000 of the loans are non convertible. As of September 30, 2012, we have loaned Northern a total of $382,500 at 8% interest per annum pursuant a Letter of Intent as described above. Our recent cash burn rate in our operations over year 2011 has been approximately $9,000 per month. The cash burn rate has remained constant over the last quarter. Given this recent rate of use of cash in our operations, we do not have sufficient capital to carry on operations past December 2012. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the reporting company costs, public relations fees, and operating expenses, among others. If we are unable to raise additional capital to repay loans, generate sufficient revenue, or receive further loans on an as needed basis, we will have to curtail or cease our operations.

We have had minimal operations and very limited revenues. From inception to September 30, 2012, we have an accumulated deficit of $435,851. For the nine months ended September 30, 2012, we had a net loss of $109,153 and no revenues from sales. At September 30, 2012, we had cash of $1,828, and receivables of $407,951, for total current assets of $409,779. Of these assets $382,500 are from notes receivable and $25,451 is from accrued interest on the notes. At September 30, 2012 our total liabilities were $555,755. $486,000 of these liabilities are from convertible notes payable and $4,000 were from non-convertible notes payable. We have realized only minimal revenue from sales and had a net loss for the year ended December 31, 2011. We believe that we could experience negative operating cash flow for the foreseeable future. At September 30, 2012, we had outstanding debt of $486,000 from convertible loans as described in the Plan of Operations section above. On April 1, 2012 seven of the above note holders agreed to convert the principal and accrued interest of their promissory notes to common stock subject to APD acquiring the assets of Northern Adventures, Inc. The conversion of the promissory notes are therefore on hold pending the consummation of an asset acquisition transaction between APD and Northern Adventures, Inc.

If we decide not to proceed with our planned asset acquisition transaction with Northern Adventures, Inc. and Northern Adventures, LLC, under our Letter of Intent $145,000 of our loans will be treated as liquidated damages and will not be repaid leaving only principal of $237,500 plus accrued interest to be repaid. There is no guarantee that Northern Adventures, LLC will be able to repay the principal and accrued interest of $25,450 that is owed to us and if our lenders do not convert their promissory notes to common shares in that circumstance, we will have to repay those lenders the aggregate principal amount and accrued interest of $524,581. Even if Northern Adventures, LLC were to repay its notes in full, we would still owe our lenders approximately $117,000.

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Our existing cash position is not sufficient to support our operations. Accordingly, we continue to examine a range of possible funding sources, including additional strategic alliances, additional equity or debt private placements, the sale of existing assets, as well as the possibility of entering into one or more business transactions that could involve a merger or sale of our 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 us, 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 our common stock. This effect is attributed to the fact that while additional shares of common stock are issued from our treasury, our earnings at that particular moment remain consistent and, therefore, the earnings per share decreases. If we are unsuccessful in these efforts, we will be required to curtail our ongoing operations. If we were unable to sufficiently curtail our costs in such a situation, we might be forced to seek protection of the courts through reorganization, bankruptcy or insolvency proceeding, or cease operations completely.

Subsequent Events

On October 1, 2012, APD Antiquities, Inc. (APD) and AMCOR Exploration, Inc., its wholly owned subsidiary (“Optionees”) entered into an Amended Option to Purchase Mineral Assets Agreement (the “Option Agreement”) with Northern Adventures, LLC (NALLC) and Northern Adventures, Inc. (NAI) (Optionors) related to the option to purchase certain mineral assets, existing mineral lease agreements, unpatented mining claims and an option to purchase existing leases from the state of Washington. The exercise price for the option is the exchange of all promissory notes owed by NALLC to APD, currently in the aggregate principal amount of $382,500 plus accrued interest of $25,450 as of September 30, 2012. In the event APD provides any additional loans to NALLC between the date of execution of the Option Agreement and the exercise of the option, the additional principal amounts of the promissory notes and accrued interest will be added to the debt to be exchanged. In addition, APD shall issue to NAI the number of shares necessary to provide NAI, on a post acquisition basis, with an ownership position equal to 80.5% of the outstanding shares of common stock of APD as of the exercise date. The term of this agreement ends December 31, 2012, unless extended by mutual consent of the parties. The Option Agreement is attached hereto as an exhibit and incorporated by reference (Exhibit 10.1 attached hereto).

On October 1, 2012, APD Antiquities extended the maturity date from September 30, 2012 to December 31, 2012 on all presently due loans provided to NALLC, totaling $357,500. All loans from NALLC, totaling $382,500 are due December 31, 2012.

On October 26, 2012, APD Antiquities, Inc. (the “Company”) entered into definitive agreements relating to the private placement of $10,000 of its securities through the sale of 200,000 shares of its common stock at $0.05 per share to an accredited investor. Upon closing of the private placement, there were no fees, commissions, or professional fees for services rendered in connection with the private placement. The placement was arranged and undertaken by the officers of the Company. The private placement of these securities was exempt from registration under pursuant to Section 4(2) of the Securities Act of 1933, as amended.

On October 29, 2012, APD Antiquities, Inc. (the “Company”) filed a Preliminary Information Statement. The purpose of this Information Statement is to is to inform the shareholders of record, that on June 30, 2012, thirteen (13) shareholders, including two officers and directors, who own in the aggregate approximately 61.23% of the issued and outstanding shares of the common stock, par value $0.001 per share (the "Common Stock") of APD Antiquities, Inc. a Nevada corporation (or APD) held as of the close of business on June 30, 2012 (the “Record Date”), gave their written consent to approve the following resolutions authorizing our proposed acquisition of certain mineral assets: (1) to authorize the officers of APD to enter into the Option to Purchase Assets Agreement with Northern Adventures, LLC and Northern Adventures, Inc.; and (2) to authorize the officers of APD, at a future date, to also enter into an Asset Purchase Agreement pursuant to the terms and conditions outlined in the draft agreement provided to the consenting stockholders.

On November 5, 2012, APD Antiquities, inc. (the “Company”) filed an Information Statement. This Information Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify our stockholders, as of the close of business on June 30, 2012 (the “Record Date”), of the actions to be taken pursuant to the written consent of stockholders holding a majority of the issued and outstanding shares of APD Antiquities’ common stock. A majority of the holders of the APD common stock have approved resolutions authorizing the execution of an option to purchase certain mining assets from Northern Adventures, Inc. and Northern Adventures LLC, and authorizing the exercise of the option to purchase the mining assets through the signing of an Asset Purchase Agreement pursuant to which APD would issue the number of shares of common stock of APD to provide Northern Adventures, Inc., on a post acquisition basis, with an ownership position equal to 80.5% of its outstanding shares of common stock as of the date of exercise of the option and APD would accept the transfer of all mineral properties, leases, and claims held by Northern Adventures, LLC in exchange for payment on loans made, in the aggregate principal amount of $322,500 and accrued interest in the amount of $18,414 as of June 30, 2012. Since June 30, 2012, we have made

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additional loans in the aggregate principal amount of $60,000 to Northern Adventures LLC, for total loans in the aggregate principal amount of $382,500. All of these loans bear an interest rate of 8% per annum and have a maturity date of December 31, 2012. In order to eliminate the costs and management time involved in holding a special meeting, and in order to effect the corporate action as soon as possible, we decided to proceed with the corporate action by obtaining the written consent of stockholders holding a majority of the voting power.

Going Concern

Our independent public accountants have included explanatory paragraphs in their report on our financial statements for the year ended December 31, 2011, which express substantial doubt about our ability to continue as a going concern. As discussed in Note 3 of our financial statements, included with this 10-Q, we have suffered recurring losses from operations since inception and an accumulated deficit that raises substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

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 we do not provide a written warranty on its items sold, we 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, we receive a certificate of authenticity for documents (items) purchased from our vendors and are reasonably assured as to the provenance of its products. Since inception, we have made no refunds for the sale of any non-authentic items nor have we received any claims or notice of prospective claims relating to such items. Accordingly, we have not established a reserve against forgery or non-authenticity.

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. Our 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on its evaluation, and in light of the previously-identified material weaknesses in internal control over financial reporting, as of December 31, 2011, described in the 2011 Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2012, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There has been no progress towards remediating our previously disclosed material weakness due to the lack of funding.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Registrant is not currently involved in any litigation.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

In the private placement of the securities, APD is relying on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. We believed that Section 4(2) was available because the offer and sale involved sophisticated investors with full disclosure and 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.

On July 30, 2012, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $10,000 at 8% interest with a maturity date of August 30, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On August 6, 2012, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $20,000 at 8% interest with a maturity date of August 30, 2012, which was extended to December 31, 2012 on September 30, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 17, 2012, we entered into a definitive agreement with an accredited unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $25,000 at 8% interest with a maturity date of December 31, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On September 17, 2012, we entered into a definitive agreement with an unrelated individual, and executed a convertible promissory note relating to a loan in the amount of $5,000 at 8% interest with a maturity date of December 31, 2012. This promissory note can be converted to shares of restricted common stock at $0.05 per share at any time during the term of the promissory note.

On October 26, 2012, APD Antiquities, Inc. (the “Company”) issued 200,000 unregistered shares of its common stock, par value $0.001, at $.05 per share from its treasury to an accredited investor in exchange for $10,000. The company sold these restricted shares to further capitalize the Company in order to pay operating expenses and to execute its business plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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ITEM 4. MINE SAFETY DISCLOSURE

[Not Applicable]

ITEM 5. OTHER INFORMATION

None

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


	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, 2008 Annual Report on Form 10-K) (File No. 000-50738)

10.2	Form of Promissory notes from Northern Adventures, LLC dated April 4, 2011, April, 12, 2011, May 3, 2011, August 24, 2011, September 8, 2011, September 21, 2011, October 10, 2011, November 3, 2011, November 15, 2011, January 5, 2012, January 21, 2012, May 15, 2012,May 18, 2012, June 18, 2012, July 30, 2012, August 6, 2012 and September 18, 2012.

10.3	Form of Notice of Intent to Convert Debt to Shares of Restricted Common Stock

10.4	Letter of Intent between APD Antiquities, Inc. and Northern Adventures, LLC dated April 8, 2011

10.5	Form of Amended Letter of Intent between APD Antiquities, Inc. and Northern Adventures, LLC dated August 5, 2011

10.6	Form of Amended Letter of Intent between APD Antiquities, Inc. and Northern Adventures, LLC dated December 30, 2011

10.7	Form of Amended Letter of Intent between APD Antiquities, Inc. and Northern Adventures, LLC dated March 30, 2012

10.8	Form of Amended Letter of Intent between APD Antiquities, Inc. and Northern Adventures, LLC dated June 30, 2012

10.9	Form of Amended Letter of Intent between APD Antiquities, Inc. and Northern Adventures, LLC dated September 5, 2012

10.10	Form of 2012 Convertible Promissory Note

31.1	Section 302(a) CEO and Principal Financial Officer 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

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SIGNATURES

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

APD ANTIQUITIES, INC.

BY: /s/ Cindy K. Swank

Date: November 19, 2012

Cindy K. Swank, President, Treasurer,

CEO, Principal Financial Officer

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