FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[x ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
   THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended: October 31, 2007
                       OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from

Commission file number:       333-130446

AMERICAN ANTIQUITIES, INC.
(Exact name of Small Business Issuer in its charter)


ILLINOIS                         20-3191557
  (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization           Identification No.)

2531 Jackson Road, Suite 177
Ann Arbor, Michigan                 48103
 (Address of principal executive offices)            (Zip Code)

Registrant's Telephone number, including area code:  734-645-8546


Securities registered pursuant to Section 12(b) of the Act:       None
Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.001 par value

Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act   [   ]

Check whether the Corporation (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Corporation was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes    __x__          No  _____

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Corporation'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 [x]   No [ ]

The Corporation's revenues for its most recent fiscal year were
$10,112.  As of October 31, 2007, the market value of the Corporation's
voting $.00l par value common stock held by non-affiliates of the
Corporation was $0.00.

<PAGE>2

The number of shares outstanding of Corporation's only class of common
stock, as of October 31, 2007 and January 31, 2008 was 9,980,500.

No documents are incorporated into the text by reference.

Transitional Small Business Disclosure Format (check one)
 Yes                No     x
     --------          --------



<PAGE>3
PART I
ITEM 1.    BUSINESS

We were organized under the laws of the State of Illinois on June 6,
2005.  We purchase antiques and collectible items for resale, accept
items on consignment, and sell items through various auctions and
internet websites.  We purchase any item which we believe we can make a
reasonable profit on resale.  These items include, but are not limited
to:

   -  furniture;
   -  vehicles;
   -  jewelry;
   -  art;
   -  collectible glass;
   -  antique toys;
   -  china;
   -  silverware;
   -  antique clocks
   -  stamps; and
   -  coins

We use other already existing websites to post auctions.  We do not
have any physical retail stores but may use stores owned or operated by
others for placement of various purchases and consignments.

We pursue the following:
     1. make purchases for resale:
Purchases may be made from estate sales, trade shows or directly from
private parties.  These items may be resold in the following ways:

   -   resold at trade shows
   -   utilizing our customer database which is to be developed
         after our business is operational.
   -   wholesaled to retail outlets
   -   through the use of various internet websites.

     2. accept consignments for sale:
Consignments may be obtained from estate sales, trade shows or directly
from private parties.  These items may be resold in the following ways:
   -   resold at trade shows
   -   utilizing our customer mailing list
   -   wholesaled to retail outlets
   -   through the use of various internet websites.

     3. make purchases for auction:
Purchases may be made in order to be sold in various auction formats.
Live auctions and online auctions using:
-  Ebay,
-  Yahoo,
-  TIAS, an antiques and collectibles website,
-  NAA Live, the National Auctioneers Association website,
-  or other applicable web applications catering to the auction
industry



<PAGE>4

will be utilized.

     4. accept consignments for auction:
Consignments may be sold using various auction formats.  Live auctions
and online auctions using Ebay, Yahoo, TIAS, NAA Live or other
applicable web applications catering to the auction industry will be
utilized.

     5.  attend Trade Shows and make exhibits:
As the opportunity presents itself, American Antiquities plans to
attend and exhibit whatever inventory it may have at that time.  In
addition, trade shows may be used as a means to buy, sell, solicit
consignments, and to obtain customers.

We do not purchase items from, or sell items to, officers or companies
in which the officers are affiliated.

Distribution

If the items are sold through a live auction, the items are distributed
at the auction site after the purchasers make payment.  If the items
are sold through an online auction, distribution is made via US mail,
Federal Express, UPS or other carrier after payment for the item is
received from the winning bidder.

Suppliers

American Antiquities does not yet have any current or expected
principal suppliers.

Patents, trademarks or licenses

American Antiquities does not have any patents, trademarks or licenses.

Customers

American Antiquities is not dependent on a few major customers.

Revenues

Our revenues are derived from identifying undervalued items that can be
purchased at below retail prices and resold for a profit and from
receipt of a percentage, yet to be determined, of any consignment
sales.  We receive revenues from 10%-30% of the sales price of the item
consigned.   The percentage is dependent on the value of the item
consigned.

Marketing Strategy

Key elements of our marketing strategy are as follows;

     Customer Marketing Plan:  We are developing a database of
collectors, dealers and museums who seek to add to and/or dispose of
their collections.  We estimate initial marketing costs of $10,000 to

<PAGE>5

create a database of contacts and to send direct mail marketing
campaigns to those contacts.  This database allows us to perform
targeted follow-ups and helps to market future items to buyers as well
as to assist us in finding new sellers.  After initial contact with
potential customers, we identify their specific needs and determine how
we are able to serve them in the most appropriate manner.

     Sales Strategy:  We estimate the annual costs of these activities
will be approximately $4,000.  These funds will be used for fees
directly associated with the marketing and sale of consigned items.

The various items owned by American Antiquities, Inc. are not be
surcharged the customary auction consignment fees, but all other normal
marketing charges such as design, set up, advertising and printing
related fees apply to any items sold by us.  The auction consignment
fees we receive are directly proportional to the value of the assigned
items and will range from as low as 10% to as high as 30% of the price
realized for the items auction.

     Internet: We estimate the monthly costs of these activities to be
approximately $300.  Monthly internet expenses are comprised of
commission fees, listing fees and web site hosting fees.  These fees
vary, depending on the cost of the items, the specific web sites used
and the number of items listed.  These costs are passed to the
consignor(s) of the items we offer on the various auction sites.  These
costs are the same whether an item is consigned or we own the items.

     Establish Procedures:  We are developing a centralized system to
audit sales and receipts of consigned items, accounts payable, accounts
receivable, inventory and payroll.  We estimate the cost of this
activity to be approximately $1,000.  Most of the funds will be used to
purchase software to perform these functions.

     Development of Website:  If the volume warrants, we will initiate
our own internet website.  This would be done to advertise our auctions
and to solicit new customers.

The home page would include the following links:
   -  relevant company information such as phone numbers and
personal contacts
   -  current auctions
   -  past auctions and highlights
   -  items available for direct sale
   -  links to other useful resources
   -  links to research of specific antiquities and collectibles
fields.

We are developing our plan for the next twelve months using a
combination of minimum proceeds of the offering and the cash flow
generated from sales and commissions.  Additional funds raised beyond
the minimum proceeds will be for the acquisition of selected inventory.



<PAGE>6

Taxes

Various states are increasingly seeking to impose sales or use taxes on
inter-state mail order sales and are aggressivelyauditing sales tax
returns of mail order businesses.  Complex legal issues arise in these
areas, relating, among other things, to the required nexus of a
business with a particular state, which may permit the staet to require
a business to collect such taxes.  At the present time, we are not
aware of any states in which we may operate who would impose sales
taxes on our transactions.  Although we believe that we can adequately
provide for sales taxes on mail order sales, there can be no assurance
as to the effect of actions taken by state tax authorities on our
finanical condition or results of operations.  In the future, we may be
required to collect sales tax on sales made to customers in all of the
state in which we will conduct our operations.  All of the factors
cited above may negatively affect our financial condition and results
of operations in the future.  Any such impact cannot currenty be
quantified.

Competitition

The antiques and collectibles industries are highly fragmented and
competitive.  In addition to other antiques and collectibles retailers,
we compete with antiques stores, mid-to-upscale department stores, gift
stores, TV shopping, and collectors clubs.  We even, in certain cases,
compete with the owners of the licensed products who sell products
through their own stores and other marketing channels.

All of our competitors are larger and have substantially greater
financial, marketing and other resources than us.  We compete on the
basis of customer preference and availability of desirable products.

Other retailing companies with significantly greater capital and other
resources than us may enter or expand their operations in the
collectibles industry, which could change the competitive dynamics of
the industry.  Because retailers of collectibles generally do not own
the proprietary rights to the products that they sell, the barriers to
entry to these industries are not significant.  Therefore, there can be
no assurance that additional participants will not enter the
preliminary activities.  We have not commenced operations.  We are new,
have a limited operating history and, therefore, will have difficulty
competing with established companies.  There are numerous competitors
that are larger, better established, better financed and better known
than we are now or can expect to be in the foreseeable future.  We
cannot expect to be a significant participant in the market for
antiques and collectibles within the foreseeable future.

Governmental Regulation

There are no governmental regulations regarding aucitions or licenses
that are required to conduct auctions in the state of Michigan, where
all day to day operations will take place.



<PAGE>7

Employees

We presently have no full-time employees and no part-time employee.  We
have entered into oral employment agreements with our officers to
commence upon mutual agreement when revenues are sufficient to fund the
agreements.  Our president and treasurer each contributed services for
the years ended October 31, 2007 and 2006, and the period from June 6,
2005 (inception) through October 31, 2005.  The services were valued at
$20,330, $3,240 and $530, respectively, based upon the terms of an
employment agreement approved by the Board of Directors but not
executed as of October 31, 2007.  There are no other material terms to
the verbal agreements.

Reports to Security Holders

We file the necessary quarterly and other reports with the Securities
and Exchange Commission.  Although we are not required to deliver our
annual or quarterly reports to security holders, we would be pleased to
forward this information to security holders upon receiving a written
request to receive such information.  The reports and other information
filed by us will be available for inspection and copying at the public
reference facilities of the Securities and Exchange Commission located
at 100 F Street, NE, Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at 100 F
Street, NE, Washington, D.C. 20549, at prescribed rates.

Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330.  In addition, the
Commission maintains a World Wide Website on the Internet at:
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission.


ITEM 2.  PROPERTIES.

Our principal office is located at 2531 Jackson Road, Suite #177, Ann
Arbor, Michigan 48103, with a rental rate of $50 per month on a month
to month basis under an oral lease commencing June 1, 2005.  This
office space consists of approximately 300 square feet in a room in the
home of Joseph A. Merkel, an officer and director and will be used
exclusively for our operations.  Additionally, an auxiliary company
office utilized primarily for administrative activities is located at
1085 Cambridge Drive, Buffalo Grove, Illinois 60089 consisting of 300
square feet.  This space is leased to Kevin T. Quinlan, an officer and
director by John and Ann Quinlan, his parents and is subleased to
American Antiquities on a month-to-month basis under an oral lease for
$50 per month commencing June 1, 2005.  We believe that these offices
will be sufficient for us during at least the next twelve months.

As of October 31, 2007, we owed the two officers a total of $2,350 for
office rent.

<PAGE>8

ITEM 3.  LEGAL PROCEEDINGS.

The Corporation is not involved in any legal proceedings at this date.


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

During the last quarter of the fiscal year ended October 31, 2007, no
matters were submitted to a vote of American Antiquities, Inc. security
holders, through the solicitation of proxies.





<PAGE>9
PART II

ITEM 5.  MARKET FOR CORPORATION'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information.  Our common A shares are not traded on the NASD
over-the-counter bulletin board or on the "pink sheets".  We have
engaged a market-maker to apply for our securities to be quoted on the
OTC Bulletin Board.  The process may take several months.  A quotation
on the OTC Bulletin Board may have on a positive affect on the
liquidity of your American Antiquities common A shares.

The Corporation has never paid any cash dividends nor does it intend,
at this time, to make any cash distributions to its shareholders as
dividends in the near future.

As of January 15, 2008, the number of holders of Corporation's common
stock is 68.


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

Trends and Uncertainties.  We are a development stage company.  Our
auditors have raised substantial doubt as to our ability to continue as
a going concern.  We have experienced a loss from operations from
inception aggregating $(94,117).  In addition, we have not earned any
significant revenue from operations.

Our ability to continue as a going concern is contingent upon our
ability to secure additional financing, increase ownership equity and
attain profitable operations.  In addition, our ability to continue as
a going concern must be considered in light of the problems, expenses
and complications frequently encountered in established markets and the
competitive environment in which we operate.

We are pursuing financing for our operations.  We will need a minimum
of $50,000 over the next twelve months to commence and continue
operations.  Failure to secure such financing or alternatively, to
raise additional debt or equity capital in the next twelve months and
to develop our revenue base may result in American Antiquities
depleting our available funds and not being able pay our obligations.
There can be no assurance that we could be able to continue our
business plan.

Demand for American Antiquities' future products will be dependent on,
among other things, market acceptance of our proposed operations and
general economic conditions that are cyclical in nature.  Inasmuch as
all of our activities are the revenues generated from the sale of
antiques and collectibles, American Antiquities' business operations
may be adversely affected by changing consumer tastes, competitors and
prolonged recessionary periods.

We expect our profits will be generated by identifying undervalued
items that can be purchased at below retail prices and resold for a
profit.

<PAGE>10

Capital and Source of Liquidity.

For the year ended October 31, 2007, American Antiquities received
proceeds from the sale of its common stock of $99,025 resulting in net
cash provided by financing activities of $99,025.

For the year ended October 31, 2006, American Antiquities had deferred
offering costs of $28,500 resulting in net cash used by financing
activities of $28,500.

At October 31, 2007, American Antiquities had $30,274 cash available.
Comparatively, at October 31, 2006, American Antiquities had $993 cash
available.

Our internal and external sources of liquidity have included the
issuance of common shares for cash, goods and services and cash
generated from advances from related parties.  We are currently not
aware of any trends that are reasonably likely to have a material
impact on our liquidity.

We will rely on revenues, sales of our common shares, additional
issuances of common shares for services and advances from our officers
and directors to fund our current operations.

In the event we are not successful in obtaining additional financing,
it may take considerably longer to successfully establish a market for
our products, delay our ability to establish a market, or we may not be
successful at all.

Results of Operations

We are a development stage company that has not generated significant
revenues from operations.  For the year ended October 31, 2007, we
received commission income of $10,112 and had operating expenses of
$85,229.  Comparatively, for the year ended October 31, 2006, we did
not receive any revenue and had operating expenses of $16,472.  For
years ended October 31, 2007 and 2006, these expenses consisted of the
contributed services by the officers of $20,330 and $3,240,
respectively along with rent and other general and administrative
expenses of $64,899 and $13,232, respectively.

Plan of Operation.  American Antiquities has experienced a net loss of
$(76,252) and $(16,660)during its development stage for the years ended
October 31, 2007 and 2006.  In addition, American Antiquities has no
significant assets or significant revenue generating operations.

We only have sufficient cash on hand to meet funding requirements for
the next three to six months.  We do not have sufficient cash on hand
to meet funding requirements for the next twelve months.  Although we
eventually intend to primarily fund general operations with revenues
received from the sale of antiques and collectibles, we have not yet
achieved significant operations.  We will have to seek alternative
funding through advances from our officers and directors, or debt or
equity financing in the next twelve months that could result in

<PAGE>11

increased dilution to the shareholders.  No specific terms of possible
equity or debt financing have been determined or pursued.  Officers and
directors have verbally agreed to advance any funds necessary to pay
offering expenses not covered by the proceeds received at each level of
funding.  The advances are to be repaid when sufficient revenues are
obtained.

Management will pursue the following milestones in order to
successfully complete our business plan.
<TABLE>
<CAPTION>
Milestone                                       Steps                         Timeline

                                                   <c>                         <c>
1.  Develop customer marketing   We are developing a database                3 months
      plan                       of collectors, dealers and museums who
seek to add to and/or dispose of their
collections.  We anticipate initial
marketing costs of $9,500 to create a
database of contacts and to send direct
mail marketing campaigns to those contacts.
This database will allow us to perform
targeted follow-ups and help to market
future items to buyers as well as to
assist us in finding new sellers.
After initial contact with potential
customers, we will identify their specific
needs and determine how we are able to
serve them in the most appropriate manner.

2.  Implement Sales Strategy     We estimate the annual costs of              3 months
these activities will be approximately
$4,000.  We will develop print
advertisements and internet based media
advertisements.

3.  Establish Procedures         We plan to develop a centralized system
to audit sales and receipts of consigned
items, accounts payable, accounts receivable,
inventory and payroll.  We estimate the
cost of this activity to be approximately
$1,000.  Most of the funds will be used
to purchase software to perform these
functions.

4.  Development of Website       If the volume warrants, we will initiate   6-9 months
our own internet website.  This would
be done to advertise our auctions and
to solicit new customers.
</TABLE>



<PAGE>12

We are currently working on completing milestone 1.  No one milestone
needs to be complete to pursue any other milestone.

As future revenues allow, we will continue ongoing operations which
include:
   -  making purchases for resale and to resell such items at trade
shows, retail outlets or through internet websites
   -  accepting consignments for sale and resell at trade shows, to
customers through mailing lists, retail outlets or through the internet
   -  making purchases for auction and sell through live auctions on
Ebay, Yahoo, TIAS or other web applications;
   -  accepting consignments for auction and sell on online auctions;
and
   -  attending trade shows and make exhibits.

The costs and expenses involved in pursuing our ongoing operations are
variable and will be based on market conditions.  There is no way to
determine specific costs in advance.

We anticipate developing our plan for the next twelve months using a
combination of minimum proceeds of the offering and the cash flow
generated from future sales and commissions.  If we do not raise
sufficient funds in this offering, we will still proceed with our plan
of operation on a delayed basis until alternative funding, either
through officer and director advances, debt or equity funding, yet to
be determined.

Recent Pronouncements.  In September 2006, the FASB issued FAS 157,
Fair Value Measurements ("FAS 157").  FAS 157 defines fair value as the
price received to transfer an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement
date reflecting the highest and best use valuation concepts.  FAS 157
establishes a framework for measuring fair value in GAAP by creating a
hierarchy of fair value measurements that distinguishes market data
between observable independent market inputs and unobservable market
assumptions by the reporting entity.  FAS 157 further expands
disclosures about such fair value measurements.  FAS 157 applies
broadly to most existing accounting pronouncements that require or
permit fair value measurements (including both financial and non-
financial assets and liabilities) but does not require any new fair
value measurements. FAS 157 is effective for fiscal years beginning
after November 15, 2007 and may be adopted earlier but only if the
adoption is in the first quarter of the fiscal year.  With limited
exception, FAS 157 is to be applied prospectively.

In February 2007, the FASB issued FAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities ("FAS 159").  FAS 159
permits entities to choose to measure many financial instruments and
certain other items at fair value. This Statement also establishes
presentation and disclosure requirements designed to facilitate
comparisons between entities that choose different measurement
attributes for similar types of assets and liabilities.  FAS 159 amends
FAS 115 "Accounting for Certain Investments in Debt and Equity
Securities", and applies to all entities with available-for-sale and
trading securities.  The fair value option established by this

<PAGE>13

Statement permits all entities to choose to measure eligible items at
fair value at specified election dates.  FAS 159 is effective for
fiscal years beginning after November 15, 2007 and may be adopted
earlier but only if the adoption is in the first quarter of the fiscal
year. Adoption of FAS 157 is a prerequisite for adoption of FAS 159 and
the choice to early adopt needs to be made within 120 days of the
beginning of the fiscal year of adoption.  FAS 159 is to be applied
prospectively, unless the Company chooses early adoption, in which case
this Statement can be applied retrospectively from the election date.
For the period in which FAS 159 is first adopted, the effect of the
first remeasurement to fair value shall be recorded as a cumulative-
effect adjustment to the opening balance of retained earnings.

In July 2006, the Financial Accounting Standards Board issued
Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income
Taxes, which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with
FASB Statement No. 109, Accounting for Income Taxes.  FIN 48 provides
guidance on the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return.  FIN 48
also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosures, and transition.
FIN 48 is effective for fiscal years beginning after December 15, 2006.
We do not expect the adoption of FIN 48 to materially impact its
financial position or results of operations.

In September 2006, the SEC staff issued Staff Accounting Bulletin No.
108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements ("SAB
108").  SAB 108 was issued in order to eliminate the diversity of
practice surrounding how public companies quantify financial statement
misstatements.  This statement is effective for fiscal years ending on
or after November 15, 2006.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

The response to this item is being submitted as a separate section of
this report beginning on page 22.


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

None




<PAGE>14

ITEM 8A.  CONTROLS AND PROCEDURES

Controls and Procedures.   During the year ended October 31, 2007,
there were no changes in our internal controls over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act)
that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer have made an
evaluation of the disclosure controls and procedures relating to the
report on Form 10KSB for the year ended October 31, 2007 as filed with
the Securities and Exchange Commission and have concluded such controls
and procedures to be effective as of October 31, 2007 to ensure that
information required to be disclosed by the issuer in the reports that
it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.


ITEM 8B.  OTHER INFORMATION

None



<PAGE>15
PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
AND CORPORATION GOVERANCE; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT

Board of Directors.  Our bylaws provide that the number of directors
who shall constitute the whole board shall be such number as the board
of directors shall at the time have designated.  We confirm that the
number of authorized directors has been set at three pursuant to our
bylaws.  Each director shall be selected for a term of one year and
until his successor is elected and qualified.  Vacancies are filled by
a majority vote of the remaining directors then in office with the
successor elected for the unexpired term and until the successor is
elected and qualified.

The directors and executive officers are as follows:
<TABLE>
NAME                                AGE      POSITIONS HELD          SINCE

                                  <c>          <c>                  <c>
Joseph A. Merkel                    38         CEO/Director      June 6, 2005
                                                  President        To present
Kevin T. Quinlan                    28         CFO/Director      June 6, 2005
                                                 Controller       To present
</TABLE>
Our officers are currently contributing their time on an "as needed"
basis.  The officers devote approximately 15-20 hours per week until
operations increase.

Business Experience of Officers and Directors

Joseph A. Merkel.  Mr. Merkel has been an officer and director since
June 6, 2005.  From 1999 to the present, he has been president of
Merkel's Auction Specialists, Inc., dba Merkel's Auctioneers and
Appraisers in Michigan.  As president, Mr. Merkel manages and acts, on
a part time basis, as auctioneer for live, onsite auctions.  Management
is of the opinion that no possible conflicts of interest exist due to
Mr. Merkel's position as American Antiquities does not intend to engage
in any live, onsite public auctions.  From 1997 to 1999, he was
president and head grader of Sports Guaranty Corporation in New Jersey.
As head grader, he was the primary person responsible for the grading
of items.  He set the standards for defining the condition of the
time(s) being graded and reviewed the grading done by others who work
for him.  In 2000, he developed and trained the staff of SCD
Authentics, a sports collectible company in Wisconsin.  Since 2001, Mr.
Merkel has been a full time real estate agent for Gary Lillie &
Associates, Inc., a company engaged in the sales and auctioneering of
real estate.  Since October 2003, Mr. Merkel has been an officer of
Midwest Sports Collectibles, Inc., a company in the business of buying
and selling sports and non-sports collectibles.  Mr. Merkel attended
Michigan State University from 1985 through 1988.

Kevin T. Quinlan.  Mr. Quinlan has been chief financial officer and a
director of American Antiquities since June 2005.  From May 1, 2006 to
present, Mr. Quinlan has been working part time of Fluid Management
Corporation, a management company, as a customer services

<PAGE>16

representative.  From December 2003 to April 30, 2006, Mr. Quinlan was
employed full time as a desk manager for the Linn Group, a commodity
trading and investment firm at the Chicago Board of Trade.  From August
2002 to April 2003, Mr. Quinlan was a senior customer service
representative for Allstate Financial, an insurance and annuity
company.  Mr. Quinlan graduated from Illinois State University in
August 2002 with a bachelor of arts degree in history.

The above named directors will serve in their capacity as director
until our next annual shareholder meeting to be held within six months
of our fiscal year's close.  Directors are elected for one-year terms.

   Option/SAR Grants in the Last Fiscal Year.  There have not been any
options /SAR grants made by American Antiquities in the last fiscal
year.

   Directors Compensation.  We do not have any standard arrangements by
which directors are compensated for any services provided as a
director.  No cash has been paid to the directors in their capacity as
such.

Section 16(a) Beneficial Ownership Reporting Compliance

To the Corporation's knowledge, no director, officer or beneficial
owner of more than ten percent of any class of equity securities of the
Corporation, beneficial owner of more than ten percent and prior
director, failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during 2007.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.

Corporate Governance

There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors.  In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert.  Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.

Indemnification

The Corporation shall indemnify to the fullest extent permitted by, and
in the manner permissible under the laws of the State of Illinois, any
person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Corporation, or served any other enterprise as director, officer or
employee at the request of the Corporation.  The board of directors, in

<PAGE>17

its discretion, shall have the power on behalf of the Corporation to
indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or
was an employee of the Corporation.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
Corporation, the Corporation has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid
by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the Corporation will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.


ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

For the years ended October 31, 2007 and 2006, no executive
compensation has been paid.  The officers contributed services valued
at $20,330 and $3,240 for the years ended October 31, 2007 and 2006
based upon the terms of an employment agreement approved by the Board
of Directors but not executed as of October 31, 2006.  American
Antiquities shall pay for the contributed services when sufficient
revenues are obtained.

We have entered into oral employment agreements with our officers.
Pursuant to these oral agreements, the officers will be compensated
$1,500 per month commencing August 2006.  The term of the oral
agreements is at will.  There are no other material terms to the oral
agreements.

We may elect to award a cash bonus to key employees, directors,
officers and consultants based on meeting individual and corporate
planned objectives.

   Option/SAR Grants in the Last Fiscal Year.  There have not been any
options /SAR grants made by American Antiquities in the last fiscal
year.

<PAGE>18

   Directors Compensation.  We do not have any standard arrangements by
which directors are compensated for any services provided as a
director.  No cash has been paid to the directors in their capacity as
such.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of January 15, 2008, the number and
percentage of outstanding shares of American Antiquities common stock
owned by (i) each person known to us to beneficially own more than 5%
of its outstanding common stock, (ii) each director, (iii) each named
executive officer, and (iv) all officers and directors as a group.
<TABLE>
<CAPTION>
Name of Beneficial Owners      Common Stock             Percentage(1)
                               Beneficially Owned        Owned

                                <c>                    <c>
Joseph A. Merkel(2)
2800 Sylvan Road
Chelsea, Michigan 48118        3,076,800                38.46%

Kevin T. Quinlan
1085 Cambridge Drive
Buffalo Grove, Illinois 60089  3,076,800                38.46%

Directors and Officers,
  as a group                   6,153,600                76.92%

Bellevue Holdings, Inc.(3)
1085 Cambridge Drive
Buffalo Grove, Illinois 60089  1,846,400                23.08%
</TABLE>
(1) Based upon 9,980,500 issued and outstanding as of January
15, 2008.

(2) The 3,076,800 common shares are owned by Merkel's Auction
Specialists, Inc. dba Merkel's Auctioneers and Appraisers, an
entity 100% controlled by Joseph A. Merkel, an officer and
director.

(3) A company controlled by John T. Quinlan, father of Kevin T.
Quinlan, an officer and director of American Antiquities.

Joseph A. Merkel and Kevin T. Quinlan would be deemed to be
promoters of American Antiquities.

On May 14, 2007, our president, treasurer, and another insider
surrendered at total of 24,500,000 (post-split) shares of our common
stock, which were initially issued during October 2005.  The shares
were surrendered following discussions with our market maker in order
to increase our public float to approximately 20 percent.  Following
the surrender of the shares, the number of common shares issued and
outstanding totaled 9,980,500 (post-split).

<PAGE>19

During May 2007, we declared a 5 for 1 forward split of our common
stock to shareholders of record at the close of business on May 20,
2007.  The number of shares issued on May 20, 2007 totaled 7,984,400
and increased the number of common shares outstanding to 9,980,500.
Shares issued prior to May 20, 2007 have been retroactively restated to
reflect the impact of the stock split.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

On September 15, 2006, we issued a promissory note to an officer in
exchange for $8,500.  The note included an interest payment of $1,500.
The note was payable once we broke escrow on our initial public
offering (see Note 3), or 12 months from the date of the note, which
ever came first.  As of October 31, 2006, $188 of the $1,500 interest
charge was accrued and recorded as interest expense.  We repaid the
$8,500 note and $1,500 of interest expense during December 2006.

In June 2005, our Board of Directors approved the payment of $50 per
month to both our president and treasurer for the use of office space.
As of October 31, 2007, we owed the two officers a total of $2,350 for
office rent, which is included in the accompanying financial statements
as "indebtedness to related parties".

Our president and treasurer each contributed services for the years
ended October 31, 2007 and 2006, and the period from June 6, 2005
(inception) through October 31, 2005.  The services were valued at
$20,330, $3,240 and $530, respectively, based upon the terms of an
employment agreement approved by the Board of Directors but not
executed as of October 31, 2007.  The contributed services are included
in the accompanying financial statements as "contributed services" with
a corresponding credit to "additional paid-in capital".

During the period from inception through October 31, 2005, our
treasurer paid incorporation fees totaling $175 on our behalf and
advanced us $100 to open a bank account.  These amounts were repaid
during the year ended October 31, 2006.

During October 2005, we sold 12,500,000 (post-split) shares of our
common stock to our president for $15,000, or $.0012 (post-split) per
share.  On May 14, 2007, our president voluntarily surrendered
9,500,000 (post-split) of the shares back to the Company for
cancellation.  The shares were surrendered following discussions with
our market maker in order to increase our public float to approximately
20 percent.

During October 2005, we sold 12,500,000 (post-split) shares of our
common stock to our treasurer for $15,000, or $.0012 (post-split) per
share.  On May 14, 2007, our treasurer voluntarily surrendered
9,500,000 (post-split) of the shares back to the Company for
cancellation.  The shares were surrendered following discussions with
our market maker in order to increase our public float to approximately
20 percent.


<PAGE>20

During October 2005, we sold 7,500,000 (post-split) shares of our
common stock to a relative of our treasurer for $9,000, or $.0012
(post-split) per share.  On May 14, 2007, this individual voluntarily
surrendered 5,500,000 (post-split) of the shares back to the Company
for cancellation.  The shares were surrendered following discussions
with our market maker in order to increase our public float to
approximately 20 percent.

Director Independence.

The Corporation's Board of Directors consists of Joseph Merkel and Kevin
Quinlan.  Neither Joseph Merkel nor Kevin Quinlan is independent as such
term is defined by a national securities exchange or an inter-dealer
quotation system.  During the fiscal year ended October 31, 2006, there
were no transactions with related persons other than as described herein.


ITEM 13.  EXHIBITS

List of Exhibits

The following exhibits are filed with this report:

  Exhibit 31 - 302 certification
  Exhibit 32 - 906 certification


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.  We incurred aggregate fees and expenses of approximately
$6,460 and $5,050 from  Cordovano and Honeck LLP for the 2007 and 2006
fiscal years, respectively.  Such fees included work completed for our
annual audits and for the review of our financial statements included
in our Form 10-QSBs.

Tax Fees. We did not incur any aggregate tax fees and expenses from
Cordovano and Honeck LLP for the 2007 and 2006 fiscal years for
professional services rendered for tax compliance, tax advice, and tax
planning.

All Other Fees. We did not incur any other fees from Cordovano and
Honeck LLP during fiscal 2007 and 2006.

The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2006 were approved
by the Board of Directors pursuant to its policies and procedures.  We
intend to continue using Cordovano and Honeck LLP solely for audit and
audit-related services, tax consultation and tax compliance services,
and, as needed, for due diligence in acquisitions.



<PAGE>21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Corporation has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    January 29, 2008

American Antiquities, Inc.

/s/Joseph A. Merkel
------------------------------
By: Joseph A. Merkel, President/CEO

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.

American Antiquities, Inc.
(Registrant)

By: /s/Joseph A. Merkel                     Dated: January 29, 2008
    ----------------------
    Joseph A. Merkel
Director, Chief Executive Officer


By: /s/Kevin T. Quinlan                     Dated: January 29, 2008
    ----------------------
    Kevin T. Quinlan
Chief Financial Officer,
Controller and Director




<PAGE>22

AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Index to Financial Statements

Report of Independent Registered Public Accounting Firm           23

Balance Sheet at October 31, 2007                                 24

Statements of Operations for the years ended October
  31, 2007 and 2006, and for the period from June 6, 2005
  (inception) through October 31, 2007                            25

Statement of Changes in Shareholders' Equity for the
  period from June 6, 2005 (inception) through October 31, 2007   26

Statements of Cash Flows for the years ended October
  31, 2007 and 2006, and for the period from June 6, 2005
  (inception) through October 31, 2007                            27

Notes to Financial Statements                                     28



<PAGE>23

[Letterhead of Cordovano and Honeck LLP}


Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
American Antiquities Incorporated:


We have audited the accompanying balance sheet of American Antiquities
Incorporated (a development stage company) as of October 31, 2007, and
the related statements of operations, changes in shareholders' equity,
and cash flows for the years ended October 31, 2007 and 2006, and for
the period from June 6, 2005 (inception) through October 31, 2007.
These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audits 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 American
Antiquities Incorporated as of October 31, 2007, and the results of its
operations and its cash flows for the years ended October 31, 2007 and
2006, and for the period from June 6, 2005 (inception) through October
31, 2007, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, the Company has a limited operating history
and has suffered operating losses since inception, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note 1.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.




Cordovano and Honeck LLP
Englewood, Colorado
January 24, 2008




<PAGE>24

AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Balance Sheet
October 31, 2007

Assets

Cash                                                       $ 30,274
Office equipment, net of $979 of accumulated depreciation     3,834
                                                           --------
                                                           $ 34,108
                                                           ========

Liabilities and Shareholders' Equity

Liabilities:
  Indebtedness to related parties (Note 2)                 $  2,350
                                                           --------
      Total liabilities                                       2,350
                                                           --------
Shareholders' equity:
  Preferred stock, $.001 par value; 10,000,000
    shares authorized, -0- shares issued and
    outstanding                                                   -
  Common stock, $.001 par value; 100,000,000 shares
    authorized, 9,980,500 shares issued and outstanding       9,981
 Additional paid-in capital                                 115,894
 Deficit accumulated during development stage               (94,117)
                                                           --------
      Total shareholders' equity                             31,758
                                                           --------
                                                           $ 34,108
                                                           ========

See accompanying notes to financial statements



<PAGE>25
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
                                                                     June 6, 2005
                                             For The     For The      (Inception)
                                           Year Ended   Year Ended      Through
                                           October 31,  October 31,    October 31,
                                              2007         2006           2007
                                           -----------  -----------  -------------

                                            <c>          <c>          <c>
Commission income                           $   10,112   $        -   $   10,112
                                            ----------   ----------   ----------
Operating expenses:
 Contributed services (Note 2)                  20,330        3,240       24,100
 Rent, related party (Note 2)                    1,200        1,200        2,900
 Other general and administrative expenses      63,699       12,032       75,906
                                            ----------   ----------   ----------
      Loss from operations                     (75,117)     (16,472)     (92,794)

Interest income                                    177            -          177
Interest expense (Note 2)                       (1,312)        (188)      (1,500)
                                            ----------   ----------   ----------
      Loss before income taxes                 (76,252)     (16,660)     (94,117)

Income tax provision (Note 3)                        -            -            -
                                            ----------   ----------   ----------
      Net loss                              $  (76,252)  $  (16,660)  $  (94,117)
                                            ==========   ==========   ==========
Basic and diluted loss per share            $    (0.00)  $    (0.00)
                                            ==========   ==========
Weighted average number of common
 shares outstanding                         27,606,699   32,500,000
                                            ==========   ==========
</TABLE>

See accompanying notes to financial statements


<PAGE>26

AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
<TABLE>
<CAPTION>
                                                                  Deficit
                                                                Accumulated
                                                    Additional    During
                              Common Stock           Paid-In    Development
                          Shares        Par Value    Capital       Stage      Total
                          -----------------------   ----------  -----------  -------

                         <c>             <c>         <c>         <c>         <c>
Balance, June 6, 2005
  (inception)                      -     $      -     $      -    $     -     $     -
October 2005, common
  stock sold to founders
  and insiders, $.0012
  (post- split) per share
  (Note 2)              * 32,500,000       32,500        6,500           -     39,000
Services contributed by
  officers/directors
  (Note 2)                         -            -          530           -        530
Net loss                           -            -            -      (1,205)    (1,205)
Balance, October 31,
  2005                  * 32,500,000       32,500        7,030      (1,205)    38,325
                          ----------     --------    ---------    --------   --------
Services contributed by
  officers/directors
  (Note 2)                         -            -        3,240           -      3,240
Net loss                           -            -            -     (16,660)   (16,660)
                          ----------     --------    ---------    --------   --------
Balance, October
  31, 2006              * 32,500,000       32,500       10,270     (17,865)    24,905
November 2006 to March
  2007, common stock
  sold pursuant to
  Form SB-2 registered
  offering at $.05
  (post-split) per share,
  less $36,250 of offering
  costs (Note 3)        *  1,980,500        1,981        60,794          -     62,775
May 2007, cancellation
  of officers' common
  shares (Note 2)       *(24,500,000)     (24,500)       24,500          -          -
Services contributed by
  officers/directors
  (Note 2)                         -            -        20,330          -     20,330
Net loss                           -            -             -    (76,252)   (76,252)
                          ----------     --------     ---------   --------   --------
Balance, October
  31, 2007              *  9,980,500      $ 9,981     $ 115,894  $ (94,117)  $ 31,758
                          ==========     ========     =========  =========   ========
*  Shares restated to reflect 5 for 1 common stock split
</TABLE>
See accompanying notes to financial statement

<PAGE>27

AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
<TABLE>
<CAPTION>
                                                                     June 6, 2005
                                             For The     For The      (Inception)
                                           Year Ended   Year Ended      Through
                                           October 31,  October 31,    October 31,
                                              2007         2006           2007
                                           -----------  -----------  -------------

                                            <c>          <c>          <c>
Cash flows from operating activities:
 Net loss                                    $(76,252)   $(16,660)     $(94,117)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation                                      979           -           979
   Services contributed by officers/
     directors (Note 2)                        20,330       3,240        24,100
   Changes in operating assets and
    liabilities:
     Prepaid expenses.                              -       6,000             -
     Accrued liabilities                       (2,500)        750             -
     Indebtedness to related parties           (7,488)      9,063         2,350
                                             --------    --------      --------
       Net cash provided by operating
        activities                            (64,931)      2,393       (66,688)
                                             --------    --------      --------
Cash flows from investing activities:
 Equipment purchases                           (4,813)          -        (4,813)
                                             --------    --------      --------
       Net cash used in investing activities   (4,813)          -        (4,813)
                                             --------    --------      --------
Cash flows from financing activities:
 Proceeds from sale of common stock            99,025           -       138,025
 Deferred offering costs                            -     (28,500)      (36,250)
                                             --------    --------      --------
       Net cash provided by (used in)
        financing activities                   99,025     (28,500)      101,775
                                            ---------    --------      --------
        Net change in cash                     29,281     (26,107)       30,274

Cash, beginning of period                         993      27,100             -
                                             --------    --------      --------
Cash, end of period                          $ 30,274    $    993      $ 30,274
                                             ========    ========      ========
Supplemental disclosure of cash
  flow information:
   Cash paid during the period for:
     Income taxes                            $      -    $      -      $      -
                                             ========    ========      ========
     Interest                                $      -    $      -      $      -
</TABLE>
See accompanying notes to financial statement

<PAGE>28

(1)   Nature of Organization and Summary of Significant Accounting
Policies

Nature of Organization

American Antiquities Incorporated (referenced as "we", "us", "our" in
the accompanying notes) was incorporated in the State of Illinois on
June 6, 2005.   We were organized to engage in the business of
purchasing items and accepting items on consignment that will be sold
at auction.  We purchase our inventory from private individuals,
through public auctions, and at estate sales.  Consigned items are sold
utilizing both live and on-line auctions.  Items that are purchased
will be sold to private entities or at auction.  We do not plan to have
a physical retail store location.  We have earned minimal revenue since
our inception, and we did not own any inventory at October 31, 2007.

The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown
in the accompanying financial statements, the Company has a limited
operating history and has suffered losses since inception.  These
factors, among others, may indicate that the Company will be unable to
continue as a going concern.

During the period from inception through October 31, 2007, we have sold
common stock to insiders and issued a promissory note to an officer in
order to raise capital to acquire inventory and commence revenue-
producing operations.  However, as of October 31, 2007, we have not
acquired any inventory and have engaged in limited revenue-producing
operations.  In the longer term, we plan to expand our inventory and
operations and eventually become profitable.  There is no assurance
that we will be successful in raising the capital required to develop
our operations or that we will attain profitability.

The financial statements do not include any adjustments relating to the
recoverability and classification of assets and/or liabilities that
might be necessary should we be unable to continue as a going concern.
Our continuation as a going concern is dependent upon our ability to
meet our obligations on a timely basis, and, ultimately to attain
profitability.

Development Stage Company

We are in the development stage in accordance with the Financial
Accounting Standards Board's Statements of Financial Accounting
Standards ("SFAS") No. 7 Accounting and Reporting by Development Stage
Enterprises.

Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles permits 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

<PAGE>29

financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

Cash and Cash Equivalents

We consider all highly liquid securities with original maturities of
three months or less when acquired, to be cash equivalents.  We had no
cash equivalents at October 31, 2007.

Deferred Offering Costs

We have incurred legal and accounting fees related to the preparation
of our public stock offering.  Such costs are initially deferred until
the offering is completed, at which time they are recorded as a
reduction of gross proceeds from the offering, or expensed to
operations if the offering is unsuccessful.

Financial Instruments

Our financial instruments consist of cash and accrued liabilities.  At
October 31, 2007, the fair value of our financial instruments
approximates book value due to the short-term maturity of the
instruments.

Earnings (Loss) per Common Share

We report loss per share using a dual presentation of basic and diluted
loss per share.  Basic loss per share excludes the impact of common
stock equivalents.  Diluted loss per share utilizes the average market
price per share when applying the treasury stock method in determining
common stock equivalents.  At October 31, 2007, there were no variances
between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.

Auction Commission Revenue Recognition

We function as an agent accepting property on consignment from its
selling clients.  We sell property as agent of the consignor, billing
the buyer for property purchased, receiving payment from the buyer and
remitting to the consignor the consignor's portion of the buyer's
payment after deducting our commissions, expenses and applicable taxes.
Our commissions include those earned from the buyer ("buyer's premium
revenue") and those earned from the consignor ("seller's commission
revenue"), both of which are calculated as a percentage of the hammer
price of property sold at auction.  Buyer's premium and seller's
commission revenues are recognized at the time of the auction sale
(i.e., when the auctioneer's hammer falls) and are recorded net of
commissions owed to third parties.  Commissions owed to third parties
are typically the result of the competitive environment or as a result
of risk sharing arrangements, whereby we reduce our financial exposure
under certain auction guarantees in exchange for sharing in the auction



<PAGE>30

commissions with a partner.  Also, in certain situations, an auction
guarantee partner will assist us in valuing and marketing the property
to be sold at auction.

Income Taxes

We account for income taxes under the provisions of SFAS No. 109,
Accounting for Income Taxes (SFAS 109).  SFAS 109 requires recognition
of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.

Year-end

Our year-end is October 31.

Recent Accounting Pronouncements

In September 2006, the FASB issued FAS 157, Fair Value Measurements
("FAS 157").  FAS 157 defines fair value as the price received to
transfer an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date
reflecting the highest and best use valuation concepts.  FAS 157
establishes a framework for measuring fair value in GAAP by creating a
hierarchy of fair value measurements that distinguishes market data
between observable independent market inputs and unobservable market
assumptions by the reporting entity.  FAS 157 further expands
disclosures about such fair value measurements.  FAS 157 applies
broadly to most existing accounting pronouncements that require or
permit fair value measurements (including both financial and non-
financial assets and liabilities) but does not require any new fair
value measurements. FAS 157 is effective for fiscal years beginning
after November 15, 2007 and may be adopted earlier but only if the
adoption is in the first quarter of the fiscal year.  With limited
exception, FAS 157 is to be applied prospectively.

In February 2007, the FASB issued FAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities ("FAS 159").  FAS 159
permits entities to choose to measure many financial instruments and
certain other items at fair value. This Statement also establishes
presentation and disclosure requirements designed to facilitate
comparisons between entities that choose different measurement
attributes for similar types of assets and liabilities.  FAS 159 amends
FAS 115 "Accounting for Certain Investments in Debt and Equity
Securities", and applies to all entities with available-for-sale and
trading securities.  The fair value option established by this
Statement permits all entities to choose to measure eligible items at
fair value at specified election dates.  FAS 159 is effective for
fiscal years beginning after November 15, 2007 and may be adopted
earlier but only if the adoption is in the first quarter of the fiscal

<PAGE>31

year. Adoption of FAS 157 is a prerequisite for adoption of FAS 159 and
the choice to early adopt needs to be made within 120 days of the
beginning of the fiscal year of adoption.  FAS 159 is to be applied
prospectively, unless the Company chooses early adoption, in which case
this Statement can be applied retrospectively from the election date.
For the period in which FAS 159 is first adopted, the effect of the
first remeasurement to fair value shall be recorded as a cumulative-
effect adjustment to the opening balance of retained earnings.

In July 2006, the Financial Accounting Standards Board issued
Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income
Taxes, which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with
FASB Statement No. 109, Accounting for Income Taxes.  FIN 48 provides
guidance on the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return.  FIN 48
also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosures, and transition.
FIN 48 is effective for fiscal years beginning after December 15, 2006.
We do not expect the adoption of FIN 48 to materially impact its
financial position or results of operations.

In September 2006, the SEC staff issued Staff Accounting Bulletin No.
108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements ("SAB
108").  SAB 108 was issued in order to eliminate the diversity of
practice surrounding how public companies quantify financial statement
misstatements.  This statement is effective for fiscal years ending on
or after November 15, 2006.

(2)   Related Party Transactions

On September 15, 2006, we issued a promissory note to an officer in
exchange for $8,500.  The note included an interest payment of $1,500.
The note was payable once we broke escrow on our initial public
offering (see Note 3), or 12 months from the date of the note, which
ever came first.  As of October 31, 2006, $188 of the $1,500 interest
charge was accrued and recorded as interest expense.  We repaid the
$8,500 note and $1,500 of interest expense during December 2006.

In June 2005, our Board of Directors approved the payment of $50 per
month to both our president and treasurer for the use of office space.
As of October 31, 2007, we owed the two officers a total of $2,350 for
office rent, which is included in the accompanying financial statements
as "indebtedness to related parties".

Our president and treasurer each contributed services for the years
ended October 31, 2007 and 2006, and the period from June 6, 2005
(inception) through October 31, 2005.  The services were valued at
$20,330, $3,240 and $530, respectively, based upon the terms of an
employment agreement approved by the Board of Directors but not
executed as of October 31, 2007.  The contributed services are included
in the accompanying financial statements as "contributed services" with
a corresponding credit to "additional paid-in capital".

<PAGE>32

During the period from inception through October 31, 2005, our
treasurer paid incorporation fees totaling $175 on our behalf and
advanced us $100 to open a bank account.  These amounts were repaid
during the year ended October 31, 2006.

During October 2005, we sold 12,500,000 (post-split) shares of our
common stock to our president for $15,000, or $.0012 (post-split) per
share.  On May 14, 2007, our president voluntarily surrendered
9,500,000 (post-split) of the shares back to the Company for
cancellation.  The shares were surrendered following discussions with
our market maker in order to increase our public float to approximately
20 percent.

During October 2005, we sold 12,500,000 (post-split) shares of our
common stock to our treasurer for $15,000, or $.0012 (post-split) per
share.  On May 14, 2007, our treasurer voluntarily surrendered
9,500,000 (post-split) of the shares back to the Company for
cancellation.  The shares were surrendered following discussions with
our market maker in order to increase our public float to approximately
20 percent.

During October 2005, we sold 7,500,000 (post-split) shares of our
common stock to a relative of our treasurer for $9,000, or $.0012
(post-split) per share.  On May 14, 2007, this individual voluntarily
surrendered 5,500,000 (post-split) of the shares back to the Company
for cancellation.  The shares were surrendered following discussions
with our market maker in order to increase our public float to
approximately 20 percent.

(3)   Shareholders' Equity

During the period from November 2006 through March 2007, we sold
1,980,500 (post-split) shares of our common stock at a price of $.05
(post-split) per share for net proceeds of $62,775 after deducting
$36,250 of offering costs.  The offering was made pursuant to our SB-2
registration statement that became effective on August 11, 2006.  All
sales were conducted through our officers and directors.

During May 2007, we declared a 5 for 1 forward split of our common
stock to shareholders of record at the close of business on May 20,
2007.  The number of shares issued on May 20, 2007 totaled 7,984,400
and increased the number of common shares outstanding to 9,980,500.
Shares issued prior to May 20, 2007 have been retroactively restated to
reflect the impact of the stock split.

(4)   Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the
effective tax rate is as follows:



<PAGE>33

                                              October 31,
                                            2007       2006
                                         ---------------------
U.S. Federal statutory graduate rate       15.35%       15.00%
State income tax rate,
  net of federal benefit                    6.18%        6.21%
Permanent differences                      -5.74%       -4.12%
Net operating loss for which no tax
  benefit is currently available          -15.79%      -17.09%
                                          ------       ------
                                            0.00%        0.00%
                                          ======       ======

At October 31, 2007, deferred tax assets consisted of a net tax asset
of $14,888, due to operating loss carryforwards of $70,017 which was
fully allowed for, in the valuation allowance of $14,888.  The
valuation allowance offsets the net deferred tax asset for which there
is no assurance of recovery.  The changes in the valuation allowance
for the years ended October 31, 2007 and 2006 totaled $12,042 and
$2,846, respectively.  The current tax benefit also totaled $12,042 and
$2,846, respectively, for the years ended October 31, 2007 and 2006.
The net operating loss carryforward expires through the year 2027.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the deferred
tax asset will be realized.  At that time, the allowance will either be
increased or reduced; reduction could result in the complete
elimination of the allowance if positive evidence indicates that the
value of the deferred tax assets is no longer impaired and the
allowance is no longer required.

Should we undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, our net tax operating loss carryforwards
generated prior to the ownership change will be subject to an annual
limitation, which could reduce or defer the utilization of these
losses.