U.S.
      SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB





(Mark
      One)




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





For
      Fiscal Year Ended: December 31, 2006





OR





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934





For
      the
      transition period from _____ to _______





Commission
      File Number: 333-136791





**CONVENTION
      ALL HOLDINGS, INC.**





(Name
      of
      small business issuer in its charter)




**DELAWARE**
            **20-5068090**(State
                or other jurisdiction ofincorporation
                or organization)
            IRS
                Employer Identification
                No.**1157
                Taborlake Walk, Lexington,
                Kentucky**
            **40502**(Address
                of principal executive
                offices)
            (Zip
                Code)




Issuer's
      telephone number: **(859)
      268-8992**




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





Securities
      registered under Section 12(g) of the Act: NONE





Check
      whether the issuer (1) 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 o







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





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





State
      issuer's revenues for its most recent fiscal year:





For
      the
      year ended December 31, 2006:   $2,980,814





The
      aggregate market value of Convention All Holdings Inc. common stock,
      representing all of its voting stock that was held by non-affiliates on February
      22, 2007 was approximately $45,760. The value is based on the sales price of
      the
      common stock purchase in the private placement during 2006. There have been
      so
      sales of the common stock since the initial purchase by the non-affiliates
      in
      the private placement.





The
      number of shares outstanding of each of the issuer's classes of common equity:


15,707,600
      shares of common stock outstanding **** as
      of
      January 31, 2007





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







**TABLE
                  OF CONTENTS**
              **PAGE****Part
                  I**Item
                  1. Description of Business.Item
                  2. Description of Property.Item
                  3. Legal Proceedings.Item
                  4. Submission of Matters to a Vote of Security Holders.**PART
                  II**Item
                  5. Market for Common Equity and Related Stockholder
                  Matters.Item
                  6. Management's Discussion and Analysis or Plan of
                  Operation.Item
                  7. Financial Statements.Item
                  8. Changes In and Disagreements With Accountants on Accounting
                  and
                  Financial Disclosure.Item
                  8A. Controls and Procedures.Item
                  8B. Other Information.**PART
                  III**Item
                  9. Directors, Executive Officers, Promoters and Control Persons
                  and
                  Corporate Governance; Compliance With Section 16(a) of the Exchange
                  Act.Item
                  10. Executive Compensation.Item
                  11. Security Ownership of Certain Beneficial Owners and Management
                  and
                  Related Stockholder Matters.Item
                  12. Certain Relationships and Related Transactions, and Director
                  Independence.Item
                  13. Exhibits.Item
                  14. Principal Accountant Fees and Services.









**Part
      I**




**Item
      1. Description of Business.**




Convention
      All Holdings, Inc. is a Delaware corporation formed on June 22, 2006, to acquire
      all of the shares of Convention All Services, Inc., an Illinois corporation
      formed on January 2, 1986. As a result of the closing of a share exchange
      agreement with the shareholders of Convention All Services, Inc, on August
      7,
      2006, Convention All Services, Inc., an Illinois corporation, is now the
      wholly-owned subsidiary of Convention All Holdings, Inc.




Business




Through
      Convention All Services, Inc. (“CAS”), our wholly-owned subsidiary, we contract
      with companies to provide installation and dismantling of exhibit properties
      used on exhibit spaces at convention sites. Other specialty companies design
      and
      construct the exhibit properties and are our primary source for clients. Our
      clients rent the exhibit space for a convention and ship the exhibit components
      to the show site. Prior to 2007, our employees would unpack the exhibit, lay
      the
      carpet, set up the components, and if needed, help merchandise the exhibit
      when
      the client arrives at the exhibit site. These tasks would be completed before
      the show opened and when the show closed, we would dismantle the exhibit and
      ship the components to the next show or back to our client. We did not perform
      any construction services for clients.




Commencing
      in 2007, CAS outsources the installation and dismantling of exhibit properties
      to other industry service providers in return for a commission based fee
      structure paid by the service provider. The outsourcing was undertaken to
      increase profit by reducing operating expenses. CAS receives approximately
      ten
      percent (10%) of the income received by the service provider for the work
      performed for CAS’ clients. The industry service providers install and dismantle
      the exhibit properties while management of CAS devotes their time to marketing
      to existing and new clients. All of the sales and marketing efforts are
      conducted by management of CAS and all of the manual labor is performed by
      the
      industry service providers.




Our
      services are seasonal. There are typically very few shows in December and
      January each year. McCormick Place, the primary convention center in Chicago,
      did not schedule any shows for December, 2006. We have historically only
      provided services to two or three shows in the month of January. In addition,
      our business is very slow during the months of July and August.




Markets
      We Serve




We
      provide services to clients in the following industries:


·
            Food  ·
            Manufacturing
                Technology  ·
            Medical  
 ·
            Consumer
                - including electronics, beauty, and
                motivation  ·
            Computer  ·
            Sports  ·
            Hardware




Areas
      in which Services are Provided




Our
      customers are located primarily in Chicago and Detroit.




Customers




Our
      customers include:




·
            Arbaugh  ·
            Anheuser
                Busch  ·
            Anderson
                Windows  ·
            Catalyst
                Exhibit  ·
            Del
                Medical Imaging  ·
            Homedics  ·
            Imaging
                Diagnostic  ·
            JM
                Smuckers  ·
            Kraft
                Foods  ·
            Medrad  ·
            Mitsubishi
                Electronics  ·
            Nestle
                Purina Pet Care  ·
            Okuma  ·
            Sara
                Lee  ·
            Sigs
                Plastic  ·
            Wilson
                Sporting Goods


We
      did
      not receive more than ten percent of our revenues from any one customer in
      2005,
      In 2006, we received eleven percent of our revenues from Catalyst Exhibit.
      We
      obtain customers through competitive bidding.




Competition




There
      are
      over 130 companies in the Chicago area that provide the same type of services
      that we provide. Our principal competitors are:


·
            Renaissance
                Management  
 ·
            Eagle
                Management  ·
            Nth
                Degree  ·
            Elite
                Trade Show Services  ·
            Zenith
                Labornet  ·
            Exhibit
                Installation Specialists




Some
      of
      these companies are much larger than CAS. At least one of our competition
      operates internationally.




Our
      competitive strength is comprised of 20 years of service to our customers and
      over 50 years of combined knowledge from Thomas Cassell and Frank Cassell in
      the
      trade show service industry. We also have an association with industry leaders
      which provides us with a competitive advantage.




We
      also
      provide 75% of our customers with package pricing. Package pricing involves
      us
      providing a fixed quote to a customer for the total cost of setting up and
      dismantling an exhibit based on an estimate of the time that it will take the
      company that is performing the work for us to set up and dismantle the exhibit
      and the cost of materials involved. As long as the exhibit arrives in good
      condition and there are no unknown conditions that exist at the site that would
      require adjustment to the exhibit, the customer will be charged the fixed quote.
      Package pricing permits customers to know the cost of our services up front
      so
      that they can plan accordingly. If we offer additional services, such as
      merchandising the display, then we will estimate the cost of such services
      and
      include this cost in the fixed quote.




Governmental
      Regulations




The
      services we provide are subject to various federal, state and local laws and
      regulations including building codes, regulations relating to the safety of
      our
      workers, show management rules and guidelines and facility rules and guidelines.
      We believe we are in substantial compliance with applicable laws, regulations
      and guidelines.




Employees




We
      had
      410 employees, 15 of which were full-time employees during 2006. Because we
      currently outsource all of our work, we currently only have 2 full-time
      employees who are also members of management, Thomas Cassell and Frank Cassell.




In
      his
      capacity as Secretary and Director of CAH, Thomas Cassell devotes 80% of his
      time to the business of the Corporation and the trade show industry. Thomas
      Cassell devotes his remaining time providing building consulting services to
      McCormick Place on a show by show basis. McCormick Place is the primary
      convention center in Chicago. These services are ultimately billed through
      Convention All Services, Inc. accounted for as a related party account
      receivable. Thomas Cassell consults for the Metropolitan Pier and Exposition
      Authority of Chicago, the governing body for all convention centers in Chicago,
      which provides him access to potential new clients and sales
      opportunities.









In
      his
      capacity as Chief Executive Officer and Director of CAH, Frank Cassell currently
      devotes 100% of his time to the business of the Corporation.




Patents
      and Trademarks




We
      do not
      own, either legally or beneficially any patent or trademarks.




**Item
      2. Description of Property.**





We have
      subleased the space at 919 National Avenue, Addison, Illinois 60101 that we
      were
      renting in 2006. Our two employees are working from their homes. The Company
      pays Frank Cassell $250 per month for his home office expenses. Our home offices
      are adequate for our current needs. We currently have no property to insure.
      We
      have no policy with respect to investments in real estate or interests in real
      estate and no policy with respect to investments in real estate mortgages.
      Further, we have no policy with respect to investments in securities of or
      interests in persons primarily engaged in real estate activities.




**Item
      3. Legal Proceedings.**





None




**Item
      4. Submission of Matters to a Vote of Security Holders.**





None




**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**





Stock


As
      of
      December 31, 2006, one billion (1,000,000,000) shares of common stock, $0.000001
      par value per share, were authorized for Convention All Holdings, Inc., of
      which
      15,707,600 shares of common stock were issued and outstanding. As of the date
      of
      this annual report, we had approximately thirty nine (39) shareholders of record
      of our common stock. The common stock of Convention All Holdings, Inc. is not
      subject to any outstanding options or warrants to purchase the common stock
      granted by the company, nor does it have any conversion rights. We do not have
      any compensation plans or arrangement under which equity securities are
      authorized for issuance.





Market
      Information





There
      is
      no established public trading market for our securities and a regular trading
      market may not develop, or if developed, may not be sustained. We have no plans,
      proposals, arrangements, or understandings with any person with regard to the
      development of a trading market in any of our securities. Our securities are
      currently qualified for quotation on the OTCBB under the symbol CVAH but are
      unpriced and have not traded.










OTC
      Bulletin Board Qualification for Quotation





To
      have
      our shares of common stock on the OTC Bulletin Board, a market maker must file
      an application on our behalf in order to make a market for our common stock.
      We
      have been issued a trading symbol - CVAH - but no trading has yet
      commenced.





Sales
      of our common stock under Rule 144.





As
      of
      December 31, 2006, there are 707,600 shares of our common stock held by
      non-affiliates and 15,000,000 shares of our common stock held by affiliates
      that
      Rule 144 of the Securities Act of 1933 defines as restricted securities. We
      have
      registered the 457,600 shares held by non-affiliates in a registration statement
      declared effective by the SEC on February 6, 2007. No Shares have been sold
      pursuant to Rule 144 of the Securities Act of 1933; and as of February 22,
      2007,
      there are no shares held by affiliates eligible for resale under 144.





After
      our
      registration statement was declared effective, the shares of our common stock
      being offered by our selling shareholders became freely tradable without
      restrictions under the Securities Act of 1933, except for any shares held by
      our
“affiliates,” which will be restricted by the resale limitations of Rule 144
      under the Securities Act of 1933.





Dividends





We
      have
      not declared any cash dividends on our common stock since our inception and
      do
      not anticipate paying such dividends in the foreseeable future. We plan to
      retain any future earnings for use in our business. There are no restrictions
      in
      our Articles of Incorporation or Bylaws that prevent us from declaring
      dividends. Any decisions as to future payments of dividends will depend on
      our
      earnings and financial position and such other facts, as the Board of Directors
      deems relevant.




Recent
      Sales of Unregistered Securities





There
      have been no sales of unregistered securities within the last three years which
      would be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for the following:





(i)  Four
      hundred fifty-seven thousand six hundred (457,600) shares of common stock of
      CAS
      were offered and sold in a private placement to accredited investors at a price
      per share equal to $0.10. CAS stopped accepting subscriptions on January 31,
      2006, and the subscription proceeds were paid out of escrow to CAS on September
      26, 2006, October 12, 2006 and November 3, 2006. The total offering price for
      the shares was $45,760. The private placement was exempt from registration
      under
      Section 4(2) of the Securities Act or Rule 506 of Regulation D, promulgated
      by
      the SEC. In the offering, no general solicitation was made by CAS or any person
      acting on CAS’s behalf; the securities were sold subject to transfer
      restrictions, and the certificates for the shares contained an appropriate
      legend stating that such securities have not been registered under the
      Securities Act and may not be offered or sold absent registration or an
      exemption therefrom. There were no underwriting discounts or commissions.










(ii)  On
      August
      7, 2006, CAS and CAH entered into an Exchange Agreement providing for the
      acquisition of shares of CAS by CAH in exchange for shares of CAH. The effective
      date of the exchange was October 1, 2006.





(iii)  International
      Machinery Movers, Inc. (“IMM”) made a total of three (3) loans to CAH in the
      aggregate amount of $67,210, all of which were evidenced by promissory notes
      of
      CAH. The first two promissory notes are dated January 1, 2006, and the third
      promissory note is dated August 29, 2006. On November 6, 2006, IMM converted
      the
      loans in the amount of $67,210 into 336,050 shares of convertible preferred
      stock of CAH, as permitted by the terms of the promissory notes. The conversion
      ratio was one (1) share for every $0.20 of outstanding principal on the notes.
      On November 28, 2006, CAH converted its 336,050 shares of non-voting convertible
      preferred stock into 250,000 shares of common stock of CAH. The issuance of
      promissory notes to IMM and the conversion of the promissory notes to preferred
      stock of CAH and the conversion of the preferred stock to common stock of CAH
      was exempt from registration under Section 4(2) of the Securities Act In the
      offering, no general solicitation was made by CAS or any person acting on CAS’s
      behalf; IMM is an accredited investor; the securities were sold subject to
      transfer restrictions, and the certificates for the shares contained an
      appropriate legend stating that such securities have not been registered under
      the Securities Act and may not be offered or sold absent registration or an
      exemption therefrom. There were no underwriting discounts or commissions.





Purchases
      of Equity Securities





No
      purchases of our own equity securities, either as a part of a publicly announced
      plan or otherwise, were made during any month in 2006.




**Item
      6. Management's Discussion and Analysis or Plan of
      Operation.**





SPECIAL
      INFORMATION REGARDING FORWARD LOOKING STATEMENTS





Some
      of
      the statements in this Form 10K-SB are “forward-looking statements.” These
      forward-looking statements involve certain known and unknown risks,
      uncertainties and other factors which may cause our actual results, performance
      or achievements to be materially different from any future results, performance
      or achievements expressed or implied by these forward-looking statements. These
      factors include, among others, the factors set forth above under “Risk Factors.”
The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar
      expressions identify forward-looking statements. We caution you not to place
      undue reliance on these forward-looking statements. We undertake no obligation
      to update and revise any forward-looking statements or to publicly announce
      the
      result of any revisions to any of the forward-looking statements in this
      document to reflect any future or developments.










The
      following discussion should be read in conjunction with our financial statements
      and the notes thereto which appear elsewhere in this report. The results shown
      herein are not necessarily indicative of the results to be expected in any
      future periods. This discussion contains forward-looking statements based on
      current expectations, which involve uncertainties. Actual results and the timing
      of events could differ materially from the forward-looking statements as a
      result of a number of factors.





Overview




Convention
      All Holdings, Inc. is a Delaware corporation formed on June 22, 2006, to acquire
      all of the shares of Convention All Services, Inc., an Illinois corporation
      formed on January 2, 1986. As a result of the closing of a share exchange
      agreement with the shareholders of Convention All Services, Inc., on August
      7,
      2006, Convention All Services, Inc., an Illinois corporation, is now the
      wholly-owned subsidiary of Convention All Holdings, Inc.




Through
      Convention All Services, Inc., we provide
      installation and dismantling of exhibit properties used on exhibit spaces at
      convention sites. We currently outsource these services to other industry
      service providers.




Our
      competitive strengths are the 20 years of service to our customers and over
      50
      years of combined knowledge from Thomas Cassell and Frank Cassell in the trade
      show service industry.




Plan
      of Operation




Over
      the
      next twelve months, we anticipate performing services for about 117 customers
      at
      approximately 50-60 shows which will produce approximately $250,000 in income.
      We typically have 10-20 customers and install and dismantle 10-20 exhibits
      at a
      large show. Our goal is to obtain at least one new customer for every show
      next
      year.




In
      an
      effort to increase profit by reducing operating expenses, Convention All
      Services, Inc. (“CAS”) contracts with other industry service providers to
      outsource the servicing of its clients business in return for a commission
      based
      fee structure paid by the service provider. CAS receives approximately ten
      percent (10%) of the income received by the service provider for the work
      performed for CAS’ clients. The industry service providers install and dismantle
      the exhibit properties while management of CAS devotes their time to marketing
      to existing and new clients. All of the sales and marketing efforts are
      conducted by management of CAS and all of the manual labor is performed by
      the
      industry service providers. The outsourcing of services has enabled CAS to
      reduce its operating expenses by reducing labor and fixed overhead expenses,
      while maintaining a stream of revenue achieved by a non-exclusive subcontracting
      agreement with industry service providers. If CAS is able to achieve an
      additional $1 million book of business in 2007, then CAS will receive
      approximately $100,000 in additional income in 2007 which will cause it to
      be
      profitable because of the reduced operating expenses. We will continue to
      exhibit the following shows during the next twelve months:









International
      Housewares (customer that exhibits at this show is Homedics)




Food
      Marketing Institute (customer that exhibits at this show is Kraft
      Foods)




National
      Restaurant Association (customers that exhibit at this show are Sara Lee, Kraft
      Foods, and JM Smuckers)




Radiology
      Society of North America (customers that exhibit at this show are Medrad,
      Homedics, Mitsubishi Electronics and Del Medical Imaging)




AHR
      -
      International Air Conditioning, Heating and Refrigeration




We
      do not
      to purchase or sell any plant or significant equipment or engage in any research
      and development.




We
      believe income from continuing operations over the next twelve months will
      be
      sufficient to satisfy our cash requirements. If we need additional cash in
      the
      next twelve months, we will sell additional shares of common stock to supply
      any
      needed cash; however, we do not anticipate needing any additional cash during
      the next twelve months.




Analysis
      of Financial Condition and Results of Operation




Our
      direct operating costs were 80.82% of revenues for the year ending December
      31,
      2006. Our direct operating costs were 83.67% of revenues for the year ending
      December 31, 2005. The 2.85% decrease of operating costs in relation to revenues
      for the year 2006 compared to the comparable period in 2005 is due to lower
      office and warehouse costs because of moving warehouses in December,
      2005.




Our
      revenues from 2005 to 2006 increased 27.19% due to the convention business
      at
      McCormick Place increasing. McCormick Place has held an increased number of
      shows at its facility in the past few years, including the International Machine
      Tool Show, the International Plastics Show and the Air Conditioning, Heating
      and
      Refrigeration Show. We expect our revenues and operating costs and expenses
      to
      increase steadily in the future as we slowly expand our business as we increase
      our customer base. The conditions that affect the convention industry are
      similar to those that affect the travel industry and include the general state
      of the economy, gas prices, and terrorism. In addition, the additional use
      of
      technology negatively affects the convention industry.




We
      do not
      have any contracts with government agencies.




Years
      Ended December 31, 2006 and 2005




For
      the
      year ended December 31, 2006 we had revenues of $2,980,814 and for the year
      ended December 31, 2005 we had revenues of $2,343,646. Our revenues increased
      by
      27.19% for the year ending December 31, 2006, compared to the year ending
      December 31, 2005, due to the convention business at McCormick Place
      increasing.









During
      these periods our expenses consisted of the following:




2006
              
              2005Direct
                  operating costs
              
              $
              2,409,291
              
              $
              1,960,770Selling,
                  general and administrative
              
              
              623,707
              
              
              514,508Depreciation
              
              
              9,922
              
              
              27,025Interest
                  expense
              
              
              27,575
              
              
              29,019




For
      the
      year ending December 31, 2006 we had net income of $18,694 and for the year
      ending December 31, 2005, we had a net loss of $187,676. CAH received $100,000
      on September 18, 2006, representing the net settlement proceeds due from the
      disposition of all lawsuits, claims and interest in an apartment unit and
      property in Mullet Bay at St. Maarten that was owned by CAH and destroyed by
      the
      two hurricanes in 1995. This settlement accounted for $100,000 of income other
      than revenues from business operations. Our direct operating costs for the
      year
      ended December 31, 2006, increased 22.87% from our direct operating costs for
      the year ending December 31, 2005, due to the increase in revenues. The
      22.87% increase of direct operating costs are 4.32% lower than the 27.19%
      increase of revenues for the comparison of the years ending 2006 and
      2005.




Our
      selling, general and administrative costs for the year ending December 31,
      2006
      increased 21.22% from our selling, general and administrative costs for the
      year
      ending December 31, 2005 due to the increase in legal and accounting fees
      associated with becoming a public company. The 21.22% increase of selling,
      general and administrative costs are 5.97% lower than the 27.19% increase of
      revenues for the comparison of the years ending 2006 and 2005




Liquidity
      and Capital Resources




Our
      annual operating expenses vary based upon the number of exhibits that we
      assemble and dismantle, as the majority of our costs are labor expenses. Labor
      expenses were 85.28% of operating expenses for the year ended December 31,
      2006,
      and 71.77% of operating expenses for the year ended December 31, 2005.




Our
      sources of liquidity include (i) a line of credit to CAS from American Chartered
      Bank in an amount up to $400,000, (ii) loans from IMM in an aggregate amount
      of
      $67,210 to cover the costs of our SB-2 registration statement and to satisfy
      our
      on-going SEC reporting requirements, (iii) settlement income in the amount
      of
      $100,000 from the net proceeds received on an apartment unit destroyed in 1995,
      and (iv) subscription proceeds in the amount of $45,000 received from the sale
      of common stock of CAH. CAH received $100,000 on September 18, 2006,
      representing the net settlement proceeds due from the disposition of all
      lawsuits, claims and interest in an apartment unit and property in Mullet Bay
      at
      St. Maarten that was owned by CAH and destroyed by the two hurricanes in 1995.
      During the third and fourth quarter of 2006, CAH received a total of $45,000
      in
      subscriptions from the sale of common stock of CAH in a private placement.
      CAH
      used the $100,000 in settlement income and $45,000 in proceeds from the sale
      of
      stock for ongoing business expenses.









Frank
      Cassell, Thomas Cassell and James Cassell owned a building located at 205
      Fairbank Street, Addison, Illinois and CAS rented 10,000 square feet (1,900
      of
      which was office space and 8,100 of which consisted of a warehouse for storage)
      in this building. At the end of 2003, CAS lost its largest client, ADAC due
      to
      the acquisition of ADAC. Prior to this time, CAS permitted ADAC to store
      materials in its warehouse and received approximately $46,000 per year from
      ADAC
      for providing the storage space to ADAC. CAS was unable to replace ADAC and
      therefore did not need the warehouse space. The building was sold on December
      16, 2005, and $140,000 of the proceeds of the sale were used to reduce amounts
      outstanding under CAS’ Line of Credit with American Chartered Bank (see Notes 4
      and 5 to the financial statements). The sale of the building has benefited
      CAS
      financially in that a portion of the sales proceeds were used to reduce CAS’
Line of Credit with American Chartered Bank and CAS is not straddled with a
      monthly rent payment on a warehouse that is no longer being used.




The
      net
      loss for the year ended December 31, 2005 and significant losses from operations
      in prior years have caused our auditors, Malone & Bailey, PC, to issue an
      opinion indicating that there is substantial doubt as to our ability to continue
      as a going concern. In an effort to increase profit by reducing operating
      expenses, CAS currently outsources the servicing of its clients’ business in
      return for a commission based fee structure paid by the service provider. This
      should enable CAS to reduce its operating expenses by reducing labor and fixed
      overhead expenses, while maintaining a stream of revenue achieved by a
      non-exclusive subcontracting agreement with other service providers. In
      addition, management is looking for merger candidates to maximize shareholder
      value. Notwithstanding, management believes that we have sufficient customers
      and jobs for 2007 to generate sufficient cash to support its operations during
      this time period.




Off-Balance
      Sheet Arrangements




CAS
      has a
      line of credit with American Chartered Bank that allows for borrowings up to
      a
      maximum of $400,000. The rate of interest on the unpaid principle balance is
      .75% over The Wall Street Journal prime index. The line of credit is secured
      by
      accounts receivable and substantially all other assets of CAS. In addition,
      when
      Frank Cassell, Thomas Cassell and James Cassell sold the building located at
      205
      Fairbank Street, Addison, Illinois, these individuals placed $300,000 of the
      sales proceeds in a money market account with American Chartered Bank and
      pledged such proceeds to American Chartered Bank as collateral security for
      the
      line of credit. The balance of the money market account pledged as collateral
      is
      $297,437 as of December 22, 2006. Loan covenants prohibit borrowing in excess
      of
      80% of accounts receivable less than 90 days old. CAS owed $290,000 under the
      line of credit at December 31, 2006, which represents 93.74% of eligible
      accounts receivable as of December 31, 2006.




CAS
      occupied premises owned by certain shareholders and their father from June
      1,
      1994 through December 16, 2005 and paid annual rent to these related parties
      of
      $55,876 and $52,179 for the years ended December 31, 2005 and 2004. The building
      was sold on December 16, 2005. The shareholders used $60,000 of the sales
      proceeds to pay down the line of credit. In addition, the shareholders, who
      are
      also officers of the company, paid $140,000 to the financial institution holding
      CAS’s line of credit and the account receivable from officers was reduced
      accordingly. There was no outstanding balance in accounts receivable from
      officers at December 31, 2006 or December 31, 2005.









On
      December 1, 2005 CAS leased, from a third party, a building under a thirteen
      month lease with renewal options. This lease requires annual payments of $16,800
      plus utilities.




Use
      of
      Estimates




In
      preparing financial statements, management makes estimates and assumptions
      that
      affect the reported amounts of assets and liabilities in the balance sheet
      and
      revenue and expenses in the statement of expenses. Actual results could differ
      from those estimates. Our critical estimates include its allowance for doubtful
      accounts and its deferred tax valuation allowance.




Our
      uncertainty over whether our customers will have the ability to pay for the
      services we provide impacts our estimate of the collection of doubtful
      accounts.  We base our estimate on our collections history for the specific
      clients and our understanding of the industry in general.  There is no
      published industry information regarding the credit worthiness or default ratios
      for our industry which we would consider to be more reliable than our own
      knowledge of our customers and their individual financial conditions. 
Accordingly, we base our estimate of the allowance for doubtful accounts on
      our
      collections history for the specific clients, their circumstances, and the
      aging
      of our accounts receivable balance.  We could incur a different default
      experience than we are able to estimate, resulting in collections of amounts
      that were previously considered to be uncollectible.  Alternatively, we may
      need to increase the allowance in excess of our previous estimate as amounts
      which were thought to be uncollectible become delinquent.  Our experience
      has been that our estimates have been very reliable.  For example, for
      fiscal years 2006 and 2005 and for the nine months ended September 30, 2006,
      we
      have not incurred bad debts in excess of our reported allowance for doubtful
      accounts, nor have we collected amounts which were previously estimated to
      be
      uncollectible.




Our
      uncertainty over whether we will be able to experience positive operating
      results impacts our estimate of the deferred tax valuation allowance.  Our
      estimate is subject to Statement of Financial Accounting Standards No 109, *Accounting
      for Income Taxes,* which
      requires that we only recognize a deferred tax asset that is more likely than
      not to be realized.  Based our experienced net losses, we estimate that it
      is not more likely than not that we will be able to generate taxable net
      income.  Until we can demonstrate that we can experience sufficient taxable
      income for book purposes, we are uncertain whether we will be able to realize
      the benefit from loss carryforwards which are the basis for the deferred tax
      asset.  Accordingly, the deferred tax asset is fully impaired by the
      deferred tax valuation allowance.  It is possible that we could experience
      book taxable income, which would allow us to receive a tax benefit from the
      reduction in deferred tax asset valuation allowance wholly or partially
      offsetting the period tax expense for book purposes.







**Item
      7. Financial Statements.**





**FINANCIAL
      STATEMENTS**




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


Convention
      All Holdings, Inc.


Chicago,
      IL





We
      have
      audited the accompanying consolidated balance sheets of Convention All Services,
      Inc. as of December 31, 2006 and 2005 and the related consolidated statements
      of
      operations, changes in shareholders’ equity (deficit) and cash flows for the
      years then ended. These financial statements are the responsibility of
      Convention All Holdings, Inc. Our responsibility is to express an opinion on
      these financial statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Conventional All Holdings, Inc.
      as
      of December 31, 2006 and 2005, 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 that Convention
      All Holdings, Inc. will continue as a going concern. As discussed in Note 3
      to
      the financial statements, Convention All Holdings, Inc. has incurred net losses
      from operations and had an accumulated deficit of $663,767 at December 31,
      2006,
      which raises substantial doubt about its ability to continue as a going concern.
      Management’s plans regarding those matters are also discussed in Note 3. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





Malone
                & Bailey, PCwww.malone-bailey.comHouston,
                Texas
              March
                  2, 2007








**CONVENTION
      ALL HOLDINGS, INC.**


(formerly
      Convention All Services, Inc.)




**CONSOLIDATED
      BALANCE SHEETS**


**DECEMBER
      31, 2006 and 2005**





**2006**
            
            **2005****ASSETS**Current
                AssetsCash
                and cash equivalents
            
            $
            42,391
            
            $
            88,031Accounts
                receivable
            
            
            384,380
            
            
            319,999Accounts
                receivable related parties
            
            
            20,000
            
            
            -Other
                current assets
            
            
            -
            
            
            8,350Total
                current assets
            
            
            446,771
            
            
            416,380Property
                and equipment, net of accumulated depreciation of $102,325 and $234,663
            
            
            14,642
            
            
            24,383TOTAL
                ASSETS
            
            $
            461,413
            
            $
            440,763**LIABILITIES
                AND SHAREHOLDERS’ EQUITY (DEFICIT)**Current
                LiabilitiesAccounts
                payable and accrued expenses
            
            $
            91,761
            
            $
            110,180Accounts
                payable related parties
            
            
            22,868
            
            
            -Line
                of credit
              Deferred
                revenues
              Convertible
                note payable
            
            
            290,000
              -
              -
            
            
            370,000
              15,155
              20,500Total
                current liabilities
            
            
            404,629
            
            
            515,835Shareholders’
                Equity (Deficit)Preferred
                stock. $0.000001 par value; 20,000,000 shares authorized, zero shares
                issued and outstanding
            
            
            -
            
            
            -Common
                stock, $0.000001 par value; 1,000,000,000 shares authorized, 15,707,600
                and 15,457,600 shares issued and outstanding, respectively
            
            
            16
            
            
            15Additional
                paid-in capital
            
            
            720,535
            
            
            653,134Accumulated
                deficit
            
            
            (663,767
            )
            
            (682,461
            )Subscription
                receivable
            
            
            -
            
            
            (45,760
            )Total
                shareholders’ equity (deficit)
            
            
            56,784
            
            
            (75,072
            )TOTAL
                LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
            
            $
            461,413
            
            $
            440,763





See
      accompanying notes to the consolidated financial statements.








**CONVENTION
      ALL HOLDINGS, INC.**


(formerly
      Convention All Services, Inc.)




**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**2006**
            
            **2005**Revenues
            
            $
            2,980,814
            
            $
            2,343,646Direct
                operating costs
            
            
            2,409,291
            
            
            1,960,770Gross
                margin
            
            
            571,523
            
            
            382,876Selling,
                general and administrative
            
            
            623,707
            
            
            514,508Depreciation
            
            
            9,922
            
            
            27,025Loss
                from operations
            
            
            (62,106
            )
            
            (158,657
            )Settlement
                income
            
            
            100,000
            
            
            -Interest
                expense, net
            
            
            (27,575
            )
            
            (29,019
            )Gain
                on the sale of assets
            
            
            8,375
            
            
            -Net
                income (loss)
            
            $
            18,694
            
            $
            (187,676
            )Income
                (loss) per share - basic and diluted
            
            $
            0.00
            
            $
            (0.01
            )Weighted
                average shares outstanding - basic and diluted
            
            
            15,480,203
            
            
            15,457,600




See
      accompanying notes to the consolidated financial statements.








**CONVENTION
      ALL HOLDINGS. INC.**


(formerly
      Convention All Services, Inc.)




**CONSOLIDATED
      STATEMENTS OF CHANGES**


**IN
      SHAREHOLDERS’ EQUITY (DEFICIT)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**








Preferred
                Shares
            
            Preferred
                Stock at Par Value
            
            Common
                Shares
            
            Common
                Stock at Par Value
            
            Additional
                Paid-in
              Capital
            
            Stock
                Subscription Receivable
            
            Accumulated
                Deficit
            
            TotalBalances
                at
              January
                1, 2005
            
            
            -
            
            
            -
            
            
            15,457,600
            
            $
            15
            
            $
            653,134
            
            $
            (45,760
            )
            $
            (494,785
            )
            $
            112,604Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (187,676
            )
            
            (187,676
            )Balances
                at December 31, 2005
            
            
            -
            
            
            -
            
            
            15,457,600
            
            
            15
            
            
            653,134
            
            
            (45,760
            )
            
            (682,461
            )
            
            (75,072
            )Cash
                received from subscriptions
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            45,760
            
            
            -
            
            
            45,760Conversion
                of notes payable for preferred stock
            
            
            336,050
            
            
            -
            
            
            -
            
            
            
            
            
            67,402
            
            
            -
            
            
            -
            
            
            67,402Conversion
                of preferred stock for common stock
            
            
            (336,050
            )
            
            -
            
            
            250,000
            
            
            1
            
            
            (1
            )
            
            -
            
            
            -
            
            
            -Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            18,694
            
            
            18,694Balances
                at December 31, 2006
            
            
            -
            
            
            -
            
            
            15,707,600
            
            $
            16
            
            $
            720,535
            
            $
            -
            
            $
            (663,767
            )
            $
            56,784







See
      accompanying notes to the consolidated financial
      statements.









**CONVENTION
      ALL HOLDINGS, INC.**


(formerly
      Convention All Services, Inc.)




**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**2006**
            
            **2005**Cash
                flows from operating activities:Net
                income (loss)
            
            $
            18,694
            
            $
            (187,676
            )Adjustments
                to reconcile net income (loss) to netcash
                from operating activities:Depreciation
                and amortization
            
            
            9,922
            
            
            27,025Gain
                on sale of assets
            
            
            (8,375
            )
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (54,381)
            
            
            (11,154
            )Accounts
                receivable related parties
            
            
            (20,000)
            
            
            -Other
                current assets
            
            
            8,350
            
            
            (8,350
            )Accounts
                payable and accrued
              expenses
            
            
            (18,419
            )
            
            27,357Accounts
                payable related parties
            
            
            22,868
            
            
            -Deferred
                revenues
            
            
            (15,155
            )
            
            (34,063
            )Net
                cash used in operating activities
            
            
            (56,496
            )
            
            (186,861
            )Cash
                flows from investing activities:Loans
                to officers
            
            
            -
            
            
            (350,342
            )Collections
                on loans to officers
            
            
            -
            
            
            413,353Purchases
                of property and equipment
            
            
            (1,806
            )
            
            (3,302
            )Net
                cash provided by/(used in) investing activities
            
            
            (1,806
            )
            
            59,709Cash
                flows from financing activities:Draws
                on line of credit
            
            
            650,000
            
            
            420,000Repayment
                of line of credit
            
            
            (730,000
            )
            
            (260,000
            )Cash
                received from subscriptions
            
            
            45,760
            
            
            -Proceeds
                from convertible note payable
            
            
            46,902
            
            
            20,500Net
                cash provided by used in financing
                activities
            
            
            12,662
            
            
            180,500Net
                increase/(decrease) in cash and cash equivalents
            
            
            (45,640
            )
            
            53,348Cash
                and cash equivalents, at beginning of year
            
            
            88,031
            
            
            34,683Cash
                and cash equivalents, at end of year
            
            $
            42,391
            
            $
            88,031Supplemental
                Disclosures:Interest
                paid
            
            $
            27,575
            
            $
            29,019Income
                taxes paid
            
            
            -
            
            
            -Non-cash
                Financing and Investing Activities:Preferred
                stock issued for convertible note
            
            $
            67,402
            
            $
            -Conversion
                of preferred stock to common stock
            
            $
            1
            
            $
            -Receivable
                for the sale of assets
            
            $
            10,000
            
            $
            -Proceeds
                from officers used to reduce amounts outstanding under the line of
                credit
                and receivables from officers
            
            $
            -
            
            $
            200,000




See
      accompanying notes to the consolidated financial statements.








**CONVENTION
      ALL HOLDINGS, INC.**


(formerly
      Convention All Services, Inc.)


**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**





Convention
      All Holdings, Inc. (“Holdings”) is a Delaware corporation formed on June 22,
      2006, to acquire all of the shares of Convention All Services, Inc.
      (“Services”). As a result of the closing of a share exchange agreement with the
      shareholders of Services, on August 7, 2006, Services is now the wholly−owned
      subsidiary of Holdings.





Services
      was incorporated in the state of Illinois on January 2, 1986 and engaged in
      installation and dismantling of exhibit properties primarily in Chicago,
      Detroit, Orlando, New Orleans and Las Vegas.





The
      consolidated financial statements have been presented to show the effects of
      this reorganization as of the beginning of 2004, and reflect the assets and
      liabilities of Services at historical cost.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





The
      financial statements have been prepared on the basis of accounting principles
      generally accepted in the United States of America (“GAAP”). The preparation of
      financial statements in conformity with GAAP requires management to make
      estimates and assumptions that affect the reported amount of assets and
      liabilities in the balance sheet, the disclosure of contingent assets and
      liabilities, and the reported amounts of revenues and expenses in the income
      statement. Actual results could differ from those estimates. When additional
      information becomes available or actual amounts become determinable, the
      recorded estimates are revised and reflected in operating results.





Cash
      and Cash Equivalents





Investments
      with an original maturity of three months or less when purchased are considered
      to be to be cash equivalents and are stated at cost.





Revenue
      Recognition





Holdings
      recognizes revenue when persuasive evidence of an arrangement exists, services
      have been rendered, the sales price is fixed or determinable, and collectibility
      is reasonably assured.





Deferred
      Revenues





Holdings
      recognizes revenues as earned. Amounts billed in advance of the period in which
      service is rendered are recorded as a liability under “Deferred
      revenues.”









Income
      Taxes





Holdings
      accounts for income taxes in accordance with Statement of Financial Accounting
      Standards ("SFAS") No. 109, Accounting for Income Taxes. This statement
      prescribes the use of the liability method whereby deferred tax asset and
      liability account balances are determined based on differences between the
      financial reporting and the tax bases of assets and liabilities and are measured
      using the enacted tax rates and laws that will be in effect when the differences
      are expected to reverse.





Earnings
      Per Share





Basic
      and
      diluted net income or (loss) per share calculations are presented in accordance
      with Statement of Financial Accounting Standards (“SFAS”) No. 128. SFAS 128
      requires presentation of both basic and diluted earnings per share (EPS) on
      the
      face of the income statement. Basic EPS is computed by dividing net income
      (loss) available to common shareholders (numerator) by the weighted average
      number of shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all dilutive potential common shares outstanding during the period
      including stock options, using the treasury stock method, and convertible
      preferred stock, using the if-converted method. In computing diluted EPS, the
      average stock price for the period is used in determining the number of shares
      assumed to be purchased from the exercise of stock options or warrants. Diluted
      EPS excludes all dilutive potential shares if their effect is anti dilutive.
      Basic and diluted loss per share is the same due to the absence of common stock
      equivalents.





Allowance
      for Doubtful Accounts





Bad debt
      expense is recognized based on management’s estimate of likely losses per year,
      based on past experience and an estimate of current year uncollectible
      amounts.  There was no allowance for doubtful accounts as of December 31,
      2006 or 2005.





Property
      & Equipment





Property
      and equipment are stated at cost. Holdings provides for depreciation using
      the
      straight-line method over an estimated useful life for furniture and equipment
      of five years.





Recently
      Issued Accounting Pronouncements





Holdings
      does not expect the adoption of recently issued accounting pronouncements to
      have a significant effect on Holdings’ results of operations, financial position
      or cash flow.





Use
      of
      Estimates





In
      preparing financial statements, management makes estimates and assumptions
      that
      affect the reported amounts of assets and liabilities in the balance sheet
      and
      revenue and expenses in the statement of expenses. Actual results could differ
      from those estimates. Holdings’ critical estimates include its allowance for
      doubtful accounts and its deferred tax valuation allowance. Changes to these
      estimates could have an impact on Holdings’ financial statements.





**NOTE
      3 - GOING CONCERN**





Holdings
      has incurred significant losses from operations in prior years and had an
      accumulated deficit as of December 31, 2006 in the amount of $663,767. This
      condition raises substantial doubt as to Holdings’ ability to continue as a
      going concern. To finance Holdings’ net losses, the shareholders have sold the
      primary facility used by Holdings and used the proceeds to reduce amounts
      outstanding under the Line of Credit (see Notes 4 and 5). There
      can
      be no assurance that the
      shareholders will
      have
      the ability to continue to make financing available to Holdings in
      the
      future. Th e
      shareholders are
      under no legal obligation to provide additional loans to the company. In the
      event that the
      shareholders cannot
      continue to make such loans, or that Holdings does
      not
      receive funds from other sources, Holdings may be
      unable to continue to operate as a going concern.










Management
      is trying to raise additional capital through sales of its common stock and
      is
      seeking financing from third parties. There
      is
      no assurance that the funds generated from these activities or other sources
      will be sufficient to provide Holdings with the
      capital needed to continue as a going concern. T he
      financial statements do not include any adjustments that might be necessary
      if
      Holdings is unable to continue as a going concern.





**NOTE
      4 - RELATED PARTY TRANSACTIONS**





Holdings
      occupied premises owned by the shareholders and their father from January 1,
      2005 through December 16, 2005 and paid annual rent to these related parties
      of
      $55,876 for the year ended December 31, 2005. The building was sold on December
      16, 2005. The shareholders used $60,000 of the sales proceeds to pay down the
      line of credit. In addition, the shareholders, who are also officers of the
      company, paid $140,000 to the financial institution holding Holdings’ line of
      credit and the account receivable from officers was reduced accordingly.





Accounts
      receivable from related parties as of December 31, 2006 amounted to $20,000
      and
      represented a trade receivable resulting from sales to an officer.





**NOTE
      5 - LINE OF CREDIT**





Holdings
      has a line of credit with American Chartered Bank that allows for borrowings
      up
      to a maximum of $400,000. The rate of interest on the unpaid principle balance
      is .75% over The Wall Street Journal prime index. The line of credit is secured
      by accounts receivable and substantially all other assets of Holdings. In
      addition, certain shareholders and related parties have pledged personal assets
      as collateral. Loan covenants prohibit borrowing in excess of 80% of accounts
      receivable less than 90 days old. Holdings owed $290,000 and $370,000 under
      the
      line of credit as of December 31, 2006 and 2005, respectively. The balance
      of
      the line exceeds the amount of eligible accounts receivable as of December
      31, 2006 and 2005.





**NOTE
      6 -CONVERTIBLE NOTE PAYABLE**




International
      Machinery Movers, Inc. ("IMM"), an unrelated entity, agreed to advance Holdings
      all funds necessary to file and complete the SB-2 registration statement and
      meet Holdings’ on-going SEC reporting requirements. As of December 31, 2005, the
      convertible debt was pursuant to an oral agreement, bore no interest and was
      due
      upon demand. The number of shares of common stock that can be acquired upon
      conversion of the debt shall be as mutually agreed, between 60,000 and 100,000
      shares. If the shares of common stock currently owned by Holdings’ principal
      shareholders are sold by the principal shareholders in a transaction resulting
      in a change of control, the common stock must be  redeemed
      for a mutually agreed price per share.









The
      balance of the convertible notes payable amounted to $20,500 as of December
      31,
      2005. Additional amounts totaling $46,902 were advanced on this note payable
      during the year ended December 31, 2006. As described further in Note 6 below,
      this note was converted into preferred stock on November 6, 2006.





**NOTE
      7 - PREFERRED AND COMMON STOCK**





On
      November 6, 2006, IMM converted its $67,402 promissory notes into 336,050 shares
      of nonvoting convertible preferred stock of Holdings, as permitted by the terms
      of the promissory notes. The conversion ratio was one (1) share for every $0.20
      of outstanding principal on the notes. On November 28, 2006, IMM converted
      its
      336,050 shares of nonvoting convertible preferred stock into 250,000 shares
      of
      common stock of Holdings.





**NOTE
      8 - INCOME TAXES**





As
      of
      December 31, 2006, Holdings has accumulated net operating losses of $258,443
      for
      income tax purposes, which generated deferred tax assets of $62,175. These
      losses will expire in the years 2024 through 2026.





At
      this
      time, management believes that Holdings is not likely to generate sufficient
      taxable income to utilize the carry-forwards and has established a full
      valuation allowance against the deferred tax assets.




Deferred
                  tax assets
              
              $
              62,175Less:
                  valuation allowance
              
              
              (62,175
              )Net
                  deferred taxes
              
              $
              -
  **NOTE
      9 - CONCENTRATION IN SALES TO FEW CUSTOMERS**





In
      2006,
      one large customer accounted for 11% of net sales. In 2005 the same customer
      accounted for 10% of net sales.









**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





None




**Item
      8A. Controls and Procedures.**




Evaluation
      of disclosure controls and procedures:




Conventional
      All Holdings, Inc. maintains disclosure controls and procedures that are
      designed to ensure that information required to be disclosed in its Exchange
      Act
      reports is recorded, processed, summarized and reported within the time periods
      specified in the SEC's rules and forms, and that such information is accumulated
      and communicated to its management, including its Chief Executive Officer,
      to
      allow timely decisions regarding required disclosure based closely on the
      definition of "disclosure controls and procedures" in Rule 13a-15(e). In
      designing and evaluating the disclosure controls and procedures, management
      recognized that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and management necessarily was required to apply its judgment in
      evaluating the cost-benefit relationship of possible controls and procedures.




At
      the
      end of the period covered by this Annual Report, we carried out an evaluation,
      under the supervision and with the participation of our management, including
      its Chief Executive Officer, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures. Based upon the foregoing, our Chief
      Executive Officer concluded that, as of December 31, 2006, our disclosure
      controls and procedures were not effective to ensure that the information
      required to be disclosed in the Company's Exchange Act reports was recorded,
      processed, summarized and reported on a timely basis.




In
      connection with the completion of its annual audit of the financial statements
      of Conventional All Holdings, Inc. for the year ended December 31, 2006, Malone
      & Bailey, PC identified deficiencies in our internal controls related to the
      accounting for related party, asset, debt and equity transactions. The
      adjustments to these accounts and the footnote disclosure deficiencies were
      detected in the review process and have been appropriately recorded and
      disclosed in this Form 10-KSB. We are in the process of improving our internal
      controls by providing training and support to our accounting staff, referring
      to
      the expertise of a consultant in the treatment of new transactions, assisting
      in
      the development and implementation of accounting policies and procedures, and
      by
      implementing an internal review process. Additional effort is needed to fully
      remedy these deficiencies and we are continuing our efforts to improve and
      strengthen our control processes and procedures. Our management and directors
      will continue to work with our auditors and other outside advisors to ensure
      that our controls and procedures are adequate and effective.




**Item
      8B. Other Information.**





Nothing
      to Report









**PART
      III**




**Item
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance With Section 16(a) of the Exchange
      Act.**





Our
      directors and executive officers are as follows:




**Name**
            
            **Age**
            
            **Position**Thomas
                Cassell
            
            51
            
            Secretary
                and DirectorFrank
                Cassell
            
            58
            
            Chief
                Executive Officer and Director




Mr.
      Thomas Cassell has been our Secretary and Director since our inception in June,
      2006. He has been CEO of our subsidiary, Convention All Services, Inc. since
      January 2, 1986.




Mr.
      Frank
      Cassell has been our Chief Executive Officer and Director since our inception
      in
      June 2006. He has been Chief Financial Officer, Treasurer and Director of our
      subsidiary since January 2, 1986.




Frank
      Cassell devotes 100% of his time to our business, and Thomas Cassell devotes
      80%
      of his time to our business. Thomas Cassell and Frank Cassell are brothers.




Legal
      Proceedings




No
      officer, director, or persons nominated for such positions, promoter or
      significant employee has been involved in the last five years in any of the
      following:






·
            Any
                bankruptcy petition filed by or against any business of which such
                person
                was a general partner or executive officer either at the time of
                the
                bankruptcy or within two years prior to that time;




·
            Any
                conviction in a criminal proceeding or being subject to a pending
                criminal
                proceeding (excluding traffic violations and other minor offenses);




·
            Being
                subject to any order, judgment, or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                and




·
            Being
                found by a court of competent jurisdiction (in a civil action), the
                Commission or the Commodity Futures Trading Commission to have violated
                a
                federal or state securities or commodities law, and the judgment
                has not
                been reversed, suspended, or vacated.




Section
      16(a) Beneficial Ownership Reporting Compliance




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
      directors and executive officers, and persons who beneficially own more than
      10%
      of a registered class of the Company's equity securities, to file reports of
      beneficial ownership and changes in beneficial ownership of the Company's
      securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership),
      4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual
      Statement of Beneficial Ownership of Securities). Based on our records and
      other
      information, we believe that in 2006 our directors, executive officers and
      shareholders owning 10% or more of the common stock of the Convention All
      Holdings, Inc. met all applicable SEC filing requirements.










Code
      of Ethics





Convention
      All Holdings, Inc. has adopted a Code of Ethics that applies to the Company’s
      principal executive officer, principal financial officer, principal accounting
      officer and any other senior executive officers. Both Frank Cassell, the Chief
      Executive Officer of the company and Thomas Cassell, the Secretary of the
      company, have executed the Code of Ethics. A copy of the Code of Ethics is
      attached as Exhibit 14 to this Annual Report on Form 10-K.





Audit
      Committee





Convention
      All Holdings, Inc. does not have a separately-designated audit committee. The
      entire board of directors serves as the audit committee of the company. The
      Board of Directors has determined that Frank Cassell is an “audit committee
      financial expert” as defined in the applicable rules and regulations of the
      Securities Exchange Act of 1934, as amended. Frank Cassell is not independent
      under the NASDAQ listing standards because he is an executive officer and
      employee of the Company.




**Item
      10. Executive Compensation.**





Compensation
      Agreements




The
      following table sets forth summary information concerning the compensation
      received for services rendered to us during the fiscal years ended December
      31,
      2006 and 2005 by our two officers.




**Summary
      Compensation Table**





Name
                and Principal Position
                (a)
            
            Year
                (b)
            
            Salary
                (c)
            
            Bonus
                (d)
            
            Stock
                Awards
                (e)
            
            Option
                Awards
                (f)
            
            Non-Equity
                Incentive Plan Compen-sation
                (g)
            
            Non-qualified
                Deferred Compen-sation Earnings
                (h)
            
            All
                Other Compen-sation
                (i)(1)
            
            Total
                (j)Frank
                Cassell
              Chief
                Executive Officer and Director
            
            
            2006
              2005
            
            $
              $
            48,000
              60,000
            
            $
            32,000
              0
            
            
            -
              -
            
            
            -
              -
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            $
              $
            80,000
              60,000Thomas
                Cassell
              Secretary
                and Director
            
            
            2006
              2005
            
            $
              $
            48,000
              60,000
            
            $
            32,000
              0
            
            
            -
              -
            
            
            -
              -
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            $
              $
            80,000
              60,000







Employment
      Agreements




We
      do not
      have employment agreements with either Frank Cassell or Thomas Cassell or any
      other officer or employee.




Stock
      Options and Stock Awards




We
      have
      not granted any stock options or stock awards to any of our officers since
      inception and none of our officers hold any options to purchase any shares
      of
      our common or preferred stock.




Retirement
      and Change in Control




We
      currently do not have any plans that provide for payment of retirement benefits
      including tax-qualified defined benefit plans, supplemental executive retirement
      plans, tax-qualified defined contribution plans and nonqualified defined
      contribution plans.




In
      addition, we do not have any contracts that provide payments to officers at
      or
      following or in connection with the resignation, retirement or other termination
      of such officer or a change in control.




Director
      Compensation




We
      do not
      pay our directors any fees or other compensation for serving as
      directors. We have
      not granted any stock options or stock awards to any of our
      directors.




**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management** **and Related Stockholder Matters.**





The
      following table sets forth certain information concerning the number of shares
      of our common stock owned beneficially as of December
      31, 2006, by: (i) each person known by us to be the beneficial owner of more
      than 5% of our outstanding common stock; (ii) each of our directors; (iii)
      each
      of our officers; and (iv) our executive officers and directors as a
      group.




**Names
                and Address of**
              **Beneficial
                Owner**
            
            **Shares
                of Common Stock**
              **Beneficially
                Owned**Number
            
            PercentFrank
                Cassell
            
            
            7,500,000
            
            
            47.75
            %Thomas
                Cassell
            
            
            7,500,000
            
            
            47.75
            %All
                Directors and named Executive Officers as a group
              [2
                persons]
            
            
            15,000,000
            
            
            95.50
            %








The
      table
      above is based upon information derived from our stock records. Unless otherwise
      indicated in the footnotes to the table and subject to community property laws
      where applicable, each of the shareholders named in the table has sole or shared
      voting and investment power with respect to the shares indicated as beneficially
      owned. Except as set forth above, applicable percentages are based upon
      15,707,600 shares of common stock outstanding as of December 31, 2006.





The
      information presented above regarding beneficial ownership of our voting
      securities has been presented in accordance with the rules of the Securities
      and
      Exchange Commission and is not necessarily indicative of ownership for any
      other
      purpose. Under these rules, 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
      the security or the power to dispose or direct the disposition of the security.
      A person is deemed to own beneficially any security as to which such person
      has
      the right to acquire sole or shared voting or investment power within 60 days
      through the conversion or exercise of any convertible security, warrant, option
      or other right. More than one person may be deemed to be a beneficial owner
      of
      the same securities. The percentage of beneficial ownership by any person as
      of
      a particular date is calculated by dividing the number of shares beneficially
      owned by such person, which includes the number of shares as to which such
      person has the right to acquire voting or investment power within 60 days,
      by
      the sum of the number of shares outstanding as of such date plus the number
      of
      shares as to which such person has the right to acquire voting or investment
      power within 60 days. Consequently, the denominator used for calculating such
      percentage may be different for each beneficial owner. Except as otherwise
      indicated below and under applicable community property laws, we believe that
      the beneficial owners of our common stock listed above have sole voting and
      investment power with respect to the shares shown.




We
      are
      unaware of any contract or other arrangement the operation of which may at
      a
      subsequent date result in a change in control of the company.




Convention
      All Holdings, Inc. does not have a compensation plan under which equity
      securities are authorized for issuance.




**Item
      12. Certain Relationships and Related Transactions** **,
      and Director Independence.**





Related
      Transactions




None




Director
      Independence




Neither
      Frank Cassell nor Thomas Cassell, our two directors, are independent under
      the
      NASDAQ listing standards because both directors are executive officers and
      employees of the company.




**Item
      13. Exhibits.**





The
      following exhibits listed are filed as part of this Report:


**Exhibit
                  Number**
              
              **Description***2
              
              Exchange
                  Agreement*3.1
              
              Articles
                  of Incorporation of Convention All Holdings,
                  Inc.
  
 *3.2
              
              Certificate
                  of Amendment of Certificate of Incorporation of Convention All
                  Holdings,
                  Inc.*3.3
              
              Bylaws
                  of Convention All Holdings, Inc.*3.4
              
              Articles
                  of Incorporation of Convention All Services, Inc.*10.1
              
              Lease
                  Agreement with the Roselli Group LLC*10.2
              
              Memorandum
                  of Lease with Thomas S. Cassell and Frank P. Cassell*10.3
              
              Loan
                  Agreement with American Chartered Bank14.1
              
              Code
                  of Ethics*21
              
              Subsidiaries
                  of Convention All Holdings, Inc.31.1
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive Officer and
                  Chief
                  Financial Officer, Frank Cassell32.1
              
              Section
                  1350 Certification, Frank Cassell


*
            Incorporated
                herein by reference from Convention All Holdings, Inc.’s Registration
                Statement on Form SB-2, filed with the Securities and Exchange Commission
                on January 26, 2007.




**Item
      14. Audit Fees**





***Audit
      Fees***





For
      fiscal year end December 31, 2005: $ 28,800


For
      fiscal year end December 31, 2006: $ 42,535





Convention
      All Holdings, Inc. did not pay any other fees as specified in Item 9(e) of
      Schedule 14A.








Signatures





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


Title
              
              Name
              
              Date
              
              SignaturePrincipal
                  ExecutiveOfficer
              
              Frank
                  Cassell
              
              March
                  12, 2007
              
              /s/
                  Frank CassellPrincipal
                  Accounting
              
              Frank
                  Cassell
              
              March
                  12, 2007
              
              /s/
                  Frank CassellOfficerPrincipal
                  FinancialOfficer
              
              Frank
                  Cassell
              
              March
                  12, 2007
              
              /s/
                  Frank Cassell





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons and in the capacities and on the dates indicated.


SIGNATURE
              
              NAME
              
              TITLE
              
              DATE/s/
                  Frank Cassell
              
              Frank
                  Cassell
              
              Director
              
              March
                  12, 2007/s/
                  Thomas Cassell
              
              Thomas
                  Cassell
              
              Director
              
              March
                  12, 2007