UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K/A
 
 x ANNUAL REPORT UNDER
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
fiscal year ended: October 31, 2009
 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.
      Employerincorporation
      or organization
              Identification
      No.)
 
 1085
      Cambridge DriveBuffalo
      Grove, IL 60089(Address
      of principal executive offices)
              (Zip
      Code)
 
 Registrant's
Telephone number, including area code: 734-320-9828
 
 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
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈ No x
 
 Indicate
by check mark if the registrant is required to file reports pursuant to Section
13 or 15(d) of the Exchange act Yes x No  ̈
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
12 months (or such shorter period that Pinnacle was required to file such
reports), and (2) has been subject to such filing
requirements for at least the part 90 days. Yes x No  ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes
No
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated file" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes o No x
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter. The market value of the registrant's voting $.001 par value common
stock held by non-affiliates of the registrant at January 30, 2010, was
approximately $1,298,050.
 
 Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date. The number of shares outstanding of
the registrant's only class of common stock, as of October 31, 2009, was
12,980,500 shares of its $.001 par value common stock.
 
 No
documents are incorporated into the text by reference.
 
 
 
 AMERICAN
ANTIQUITIES, INC.
 FORM
10-K
 
 For the
Fiscal Year Ended October 31, 2009
 
 Table of
Contents
 
 PART
      IITEM
      1.
                  BUSINESS
                  3ITEM
      1A.
                  RISK
      FACTORS
                  7ITEM
      1B.
                  UNRESOLVED
      STAFF COMMENTS
                  7ITEM
      2.
                  PROPERTIES
                  8ITEM
      3.
                  LEGAL
      PROCEEDINGS
                  8ITEM
      4.
                  SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  8PART
      IIITEM
      5.
                  MARKET
      FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
                  8ITEM
      6.
                  SELECTED
      FINANCIAL DATA
                  9ITEM
      7.
                  MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                  9ITEM
      7A.
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  14ITEM
      8.
                  FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                  15ITEM
      9.
                  CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                  15ITEM
      9A.
                  CONTROLS
      AND PROCEDURES
                  15ITEM
      9B.
                  OTHER
      INFORMATION
                  16PART
      IIIITEM
      10.
                  DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATION GOVERANCE
                  17ITEM
      11.
                  EXECUTIVE
      COMPENSATION
                  19ITEM
      12.
                  SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                  19ITEM
      13.
                  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                  20ITEM
      14.
                  PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                  22ITEM
      15.
                  EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                  22SIGNATURES
                  23
  2
 
 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.
 -
              wholesale
      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 will be
utilized.
  3
  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;
  4
  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 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 the registrant 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.
  5
  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.
 
 Taxes
 
 Various
states are increasingly seeking to impose sales or use taxes on inter-state mail
order sales and are aggressively auditing 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 state 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 financial 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
currently be quantified.
 
 Competition
 
 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.
  6
  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.
  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.
  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
1A.    RISK FACTORS
 
 Not
Applicable
 
 ITEM
1B.     UNRESOLVED STAFF COMMENTS
 
 Not
Applicable to smaller reporting companies.
  7
  ITEM
2.     PROPERTIES
  Our
principal office is located at 2800 Sylvan Rd, Chelsea, MI 48118, 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 800 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 the registrant 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, 2009, we paid the president a total of $6,620 for office rent. For
FY 2008; however, no rent was paid in 2009.
 
 ITEM
3.     LEGAL PROCEEDINGS.
 
 American
Antiquities, Inc. 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, 2009, no matters were
submitted to a vote of American Antiquities, Inc. security holders, through the
solicitation of proxies.
 
 PART
II
 
 ITEM
5.     MARKET FOR CORPORATION'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
 
 Item
5(a)
 
 a) Market
Information. The registrant's common A shares have been listed in the NASD
over-the-counter bulletin board under the symbol "AAQS" since September 6, 2007.
As of June 25, 2009, there was only a limited market for the registrant's common
A shares.
 
 The
following table sets forth the range of high and low bid quotations for the
registrant's common stock for each quarter since trading commenced. The
quotations represent inter-dealer prices without retail markup, markdown or
commission, and may not necessarily represent actual transactions.
  8
  Quarter Ended
                    
                    High
      bid
                    
                    
                    Low
      bid1/31/09
                    
                    
                    0.10
                    
                    
                    
                    0.254/30/09
                    
                    
                    0.15
                    
                    
                    
                    0.257/31/09
                    
                    
                    0.20
                    
                    
                    
                    0.2510/31/09
                    
                    
                    0.20
                    
                    
                    
                    0.25
 
 b)
Holders. At June 25, 2009, there were 68 shareholders of the
registrant.
 
 c)
Dividends. Holders of the registrant's common stock are entitled to receive such
dividends as may be declared by its board of directors. No dividends on the
registrant's common stock have ever been paid, and the registrant does not
anticipate that dividends will be paid on its common stock in the foreseeable
future.
 
 d)
Securities authorized for issuance under equity compensation plans. No
securities are authorized for issuance by the registrant under equity
compensation plans.
 
 e)
Performance graph. Not applicable.
 
 f) Sale
of unregistered securities. None
 
 5(b) Use
of Proceeds. Not applicable.
 
 Item 5(c)
Purchases of Equity Securities by the issuers and affiliated purchasers.
None
 
 ITEM
6.     SELECTED FINANCIAL DATA
 
 Not
applicable to smaller reporting company.
 
 ITEM
7.     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 $(913,492). 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.
  9
  We are
pursuing private debt and/or equity financing for our operations. No specific
terms have been determined. 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.
 
 Capital
and Source of Liquidity.
 
 For the
year ended October 31, 2009, the registrant received $9000 in financing from
Bellevue Holdings, Inc., in exchange for 3,000,000 share of common stock. This
resulted in stock-based compensation of $741,000.
 
 For the
year ended October 31, 2007, the registrant purchased equipment of $4,813
resulting in net cash used in investing activities of $4,813.
 
 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.
 
 At
October 31, 2007, American Antiquities had $16,128 cash available.
Comparatively, at October 31, 2007, American Antiquities had $30,274 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.
  10
  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, 2009, we had no commission income and
had operating expenses of $803,625. For the year ended October 31, 2009, we had
no commission income. For the year ended October 31, 2008, we received
commission income of $46,408 and had operating expenses of $62,158.
Comparatively, for the year ended October 31, 2007, we received commission
income of $10,112 and had operating expenses of $85,229.
 
 For years
ended October 31, 2009 and 2008, there were no expenses for contributed services
by the officers. There was no rent expense in 2009. Rent was paid of $6,620 in
2008. In 2009, there were professional fees of $15,550 as compared to $15,198 in
2008. Other general and administrative
expenses in 2009 were $7,075, as compared to $10,340 in 2008.
 
 Off-balance
Sheet Arrangements.
 
 The
registrant does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the registrant's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.
 
 Contractual
Obligations.
 
 The
registrant does not have any contractual obligations.
 
 Plan of
Operation. The registrant experienced a net loss of $(803,625) in 2009. A net
loss of $(15,750) was experienced in 2008.
 
 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
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.
  11
  Management
will pursue the following milestones in order to successfully complete our
business plan.
  Milestone
                      
                      Steps
                      
                      Timeline1.  Develop
      customer marketing
                      
                      We
      are developing a database
                      
                      3
      monthsplan
                      
                      of
      collectors, dealers and museums whoseek
      to add to and/or dispose of theircollections.  We
      anticipate initialmarketing
      costs of $9,500 to create adatabase
      of contacts and to send directmail
      marketing campaigns to those contacts.This
      database will allow us to performtargeted
      follow-ups and help to marketfuture
      items to buyers as well as toassist
      us in finding new sellers.After
      initial contact with potentialcustomers,
      we will identify their specificneeds
      and determine how we are able toserve
      them in the most appropriate manner.2.  Implement
      Sales Strategy
                      
                      We
      estimate the annual costs of
                      
                      3
      monthsthese
      activities will be approximately$4,000.  We
      will develop printadvertisements
      and internet based mediaadvertisements.3.  Establish
      Procedures
                      
                      We
      plan to develop a centralized systemto
      audit sales and receipts of consigneditems,
      accounts payable, accounts receivable,inventory
      and payroll.  We estimate thecost
      of this activity to be approximately$1,000.  Most
      of the funds will be usedto
      purchase software to perform thesefunctions.4.  Development
      of Website
                      
                      If
      the volume warrants, we will initiate
                      
                      6-9
      monthsour
      own internet website.  This wouldbe
      done to advertise our auctions andto
      solicit new customers.
  We are
currently working on completing milestone 1. No one milestone needs to be
complete to pursue any other milestone.
  12




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 May 2008, the FASB issued Statement of Financial
Accounting Standards No. 163 ("SFAS 163"), "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60."  SFAS 163
has now been replaced by FASB Accounting Standards Codification 944 ("ASC
944").  ASC 944 prescribes accounting for insures of financial
obligations, bringing consistency to recognizing and recording premiums and to
loss recognition.  ASC 944 also requires expanded disclosures
about financial guarantee insurance contracts. Except for some
disclosures, ASC 944 is effective for financial statements issued for
fiscal years beginning after December 15, 2008. The adoption of ASC
944 will not have an impact on our results of operations or financial
position.




In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162 ("SFAS
162"), "The Hierarchy of Generally Accepted Accounting
Principles."  SFAS 162
has now been replaced by FASB Accounting Standards Codification 105 ("ASC
105").  ASC 105 makes the hierarchy of generally accepted
accounting principles explicitly and directly applicable to preparers of
financial statements, a step that recognizes preparers' responsibilities for
selecting the accounting principles for their financial
statements.  The adoption of ASC 105 will not have an impact
on our results of operations or financial position.




13




On March
19, 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
("SFAS No. 161").  SFAS 161
has now been replaced by FASB Accounting Standards Codification 815 ("ASC
815").  ASC 815 requires enhanced disclosures about an
entity's derivative and hedging activities.  These enhanced
disclosures will discuss (a) how and why an entity uses derivative instruments,
(b) how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows.  ASC 815 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. We have not determined the impact, if any ASC
815 will have on our financial statements.




In
December 2007, the FASB issued SFAS 141(R), "Business Combinations" of
which the objective is to improve the relevance, representational faithfulness,
and comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects.  SFAS
141(R) has now been replaced by FASB Accounting Standards Codification 805
("ASC 805").  The new standard requires the acquiring entity in a
business combination to recognize all (and only) the assets acquired and
liabilities assumed in the transaction; establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose to investors and other users all
of the information they need to evaluate and understand the nature and financial
effect of the business combination.




In
December 2007, the FASB issued SFAS 160 "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" of which the
objective is to improve the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards by
requiring all entities to report noncontrolling (minority) interests in
subsidiaries in the same way - as equity in the consolidated financial
statements.  Moreover, SFAS 160 eliminates the diversity that
currently exists in accounting for transactions between an entity and
noncontrolling interests by requiring they be treated as equity
transactions.




Both SFAS
141(R) and SFAS 160 are effective for fiscal years beginning after December
15, 2008.  SFAS 160
has now been replaced by FASB Accounting Standards Codification 810 ("ASC
810").  The registrant does not believe that the adoption of these
standards will have any impact on its financial statements.




ITEM
7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
applicable.




14




ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




Financial
Statements




The
response to this item is being submitted as a separate section of this report
appearing at the end hereof.




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




None




ITEM
9A.  CONTROLS AND PROCEDURES




Changes
in Internal Controls




During
the year ended October 31, 2009, 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




Under the
supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
amended, as of October 31, 2009.  Based on this evaluation, our
principal executive officer and principal financial officer have concluded such
controls and procedures were not effective as of October 31, 2009 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 officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




Management's
Report on Internal Control over Financial Reporting




Management
of the registrant is responsible for establishing and maintaining adequate
internal control over financial reporting as derived in Rule 13a-15(f) under the
Securities Exchange Act of 1934. We have assessed the effectiveness of those
internal controls as of October 31, 2009, using the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") Internal Control Integrated
Framework as a basis for our assessment.




15




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the registrant's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the registrant's annual or interim financial statements
that is more than inconsequential will not be prevented or
detected.  In the course of making our assessment of the effectiveness
of internal controls over financial reporting, we have identified a material
weakness in our internal control over financial reporting.  Therefore,
it is our conclusion that the registrant's internal controls over financial
reporting were not effective as of October 31, 2009.




This
annual report does not include an attestation report of the registrant's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the registrant to provide only management's
report in this annual report.




ITEM
9B.  OTHER INFORMATION




None




16




PART
III




ITEM
10.  DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATION
GOVERANCE




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:




NAME
              
              AGE
              
              POSITIONS
      HELD
              
              SINCEJoseph
      A. Merkel
              
              42
              
              CEO/Director
              
              June
      6, 2005President
              
              To
      presentKevin
      T. Quinlan
              
              32
              
              CFO/Director
              
              June
      6, 2005Controller
              
              To
      present




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.




17




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 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
registrant's knowledge and with the exception of any current Schedule 13D, no
director, officer or beneficial owner of more than ten percent of any class of
equity securities of The registrant, 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 2008.




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.




18




ITEM
11.  EXECUTIVE COMPENSATION




Executive
Compensation




Mr.
Merkel received no compensation for the year ended October 31, 2009. For the
years ended October 31, 2009, Mr. Merkel received $40,000 and he received
$30,000 in fiscal year ended October 31, 2008.  No other executive
compensation has been paid.  The officers contributed services valued
at $0 for the years ended October 31, 2009 and 2008, and $20,330 in 2007 based
upon the terms of an employment agreement approved by the Board of Directors but
not executed as of October 31, 2009.




Messrs.
Quinlan and Merkel have renewed their oral agreements that will pay each of them
$4000 per month as long as the company has funds to pay them.  We have
entered into oral employment agreements with our officers. The term of the oral
agreements are two years each. 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.




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




The
following table sets forth, as of June 25, 2009, 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.




19




Name
      of Beneficial Owners
              
              Common Stock
              
              
              Percentage(1)Beneficially Owned
              
              
              OwnedJoseph
      A. Merkel(2)
                2800
      Sylvan Road
                Chelsea,
      Michigan 48118
              
              
              2,905,000
              
              
              
              22.38
              %Kevin
      T. Quinlan
                767
      E Pennsylvania Dr
                Palatine,
      IL 60074
              
              
              2,810,000
              
              
              
              21.65
              %Directors
      and Officers, as a group
              
              
              5,715,000
              
              
              
              44.03
              %Bellevue
      Holdings, Inc.(3)
                1085
      Cambridge Drive
                Buffalo
      Grove, Illinois 60089
              
              
              4,760,000
              
              
              
              36.67
              %




(1) Based
upon 12,980,500 issued and outstanding as of October 31, 2009.




(2) The
2,905,000 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).




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




During
the period from December 1, 2007 through October 31, 2008, the Company rented
office space from its president at a rate of $946 per month.  Rent
expense totaled $6,620 for the year ended October 31, 2008.




20




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. The office rentals ended in
October 2007; however, as of October 31, 2008, we still 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".  There were no contributed services during the year ended
October 31, 2008.




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.




21




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
registrant'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, 2008,
there were no transactions with related persons other than as described
herein.




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.




Audit
Fees.  We incurred aggregate fees and expenses of approximately
$11,039, $10,732 and $6,460 from Cordovano and Honeck LLP for the 2009, 2008 and
2007 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-Qs.




Tax Fees.
We did not incur any aggregate tax fees and expenses from Cordovano and Honeck
LLP for the 2008 and 2007 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 2009, 2008 or 2007.




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.




ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES




(a)(1)  Financial Statements


The
following financial statements as of October 31, 2009 and 2008  are
included herewith:




(2)  Supplemental Schedules


All
schedules have been omitted since the required information is not present in
amounts sufficient to require submission of the schedule, or because the
required information is included in the financial statements or notes
thereto.




22




(3)
Exhibits




The
following exhibits are filed with this report:




Exhibit
31 - 302 certification


Exhibit
32 - 906 certification




SIGNATURES




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




Date:    February
3, 2010


American
      Antiquities, Inc./s/Joseph A.
      MerkelBy:
      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: February
      3, 2010Joseph
      A. MerkelDirector,
      Chief Executive OfficerBy:
                /s/Kevin T.
      Quinlan
                Dated: February
      3, 2010Kevin
      T. QuinlanChief
      Financial Officer,
                  Controller
      and Director
  23




AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Index
to Financial Statements
 
 PageReport
      of Independent Registered Public Accounting Firm
                  F-2Balance
      Sheets at October 31, 2009 and 2008
                  F-3Statements
      of Operations for the years ended October 31, 2009 and 2008, and for the
      period from June 6, 2005 (inception) through October 31,
    2009
                  F-4Statement
      of Changes in Shareholders' Equity (Deficit) for the period from June 6,
      2005 (inception) through October 31, 2009
                  F-5Statements
      of Cash Flows for the years ended October 31, 2009 and 2008, and for the
      period from June 6, 2005 (inception) through October 31,
    2009
                  F-6Notes
      to Financial Statements
                  F-7
  F-1
 Report
of Independent Registered Public Accounting Firm
 
 The Board
of Directors and Shareholders
 American
Antiquities Incorporated:
 
 We have
audited the accompanying balance sheets of American Antiquities Incorporated (a
development stage company) as of October 31, 2009 and 2008, and the related
statements of operations, changes in shareholders’ equity, and cash flows for
the years ended October 31, 2009 and 2008, and for the period from June 6, 2005
(inception) through October 31, 2009.  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.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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, 2009 and 2008, and the results of its operations and its cash
flows for the years ended October 31, 2009 and 2008, and for the period from
June 6, 2005 (inception) through October 31, 2009, 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
 December
10, 2009
  F-2
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Balance
Sheets
 
 October 31,2009
                          
                          
                          2008AssetsCash
                          
                          $
                          4,107
                          
                          
                          $
                          16,128Office
      equipment, net of accumulated depreciation of $3,786 and $2,583,
      respectively
                          
                          
                          626
                          
                          
                          
                          2,230$
                          4,733
                          
                          
                          $
                          18,358Liabilities
      and Shareholders’ Equity (Deficit)Liabilities:Indebtedness
      to related parties (Note 2)
                          
                          $
                          42,350
                          
                          
                          $
                          2,350Total
      liabilities
                          
                          
                          42,350
                          
                          
                          
                          2,350Shareholders’
      equity (deficit):Preferred
      stock, $.001 par value; 10,000,000 shares authorized, -0- and -0- shares
      issued and outstanding, respectively
                          
                          
                          —
                          
                          
                          
                          —Common
      stock, $.001 par value; 100,000,000 shares authorized, 12,980,500 and
      9,980,500 shares issued and outstanding, respectively
                          
                          
                          12,981
                          
                          
                          
                          9,981Additional
      paid-in capital
                          
                          
                          862,894
                          
                          
                          
                          115,894Deficit
      accumulated during development stage
                          
                          
                          (913,492
                          )
                          
                          
                          (109,867
                          )Total
      shareholders’ equity (deficit)
                          
                          
                          (37,617
                          )
                          
                          
                          16,008$
                          4,733
                          
                          
                          $
                          18,358
 
 See
accompanying notes to financial statements
  F-3
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Statements
of Operations
 
 June
      6, 2005(Inception)For
      The Year Ended
                  
                  
                  ThroughOctober 31,
                  
                  
                  October 31,2009
                  
                  
                  2008
                  
                  
                  2009Commission
      income
                  
                  $
                  —
                  
                  
                  $
                  46,408
                  
                  
                  $
                  56,520Operating
      expenses:Contributed
      services (Note 2)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  24,100Rent
      (Note 2)
                  
                  
                  —
                  
                  
                  
                  6,620
                  
                  
                  
                  9,520Officer
      compensation
                  
                  
                  40,000
                  
                  
                  
                  30,000
                  
                  
                  
                  78,000Professional
      fees
                  
                  
                  15,550
                  
                  
                  
                  15,198
                  
                  
                  
                  44,293Stock-based
      compensation (Note 2)
                  
                  
                  741,000
                  
                  
                  
                  —
                  
                  
                  
                  741,000Other
      general and administrative expenses
                  
                  
                  7,075
                  
                  
                  
                  10,340
                  
                  
                  
                  71,776Operating
      loss
                  
                  
                  (803,625
                  )
                  
                  
                  (15,750
                  )
                  
                  
                  (912,169
                  )Non-operating
      income (expense):Interest
      income
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  177Interest
      expense (Note 2)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (1,500
                  )Loss
      before income taxes
                  
                  
                  (803,625
                  )
                  
                  
                  (15,750
                  )
                  
                  
                  (913,492
                  )Income
      tax provision (Note 4)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Net
      loss
                  
                  $
                  (803,625
                  )
                  
                  $
                  (15,750
                  )
                  
                  $
                  (913,492
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.08
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number of common shares outstanding
                  
                  
                  10,018,962
                  
                  
                  
                  9,980,500
 
 See
accompanying notes to financial statements
  F-4
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Statement
of Changes in Shareholders' Equity (Deficit)
 
 DeficitAccumulatedAdditional
                  
                  
                  DuringCommon Stock
                  
                  
                  Paid-In
                  
                  
                  DevelopmentShares
                  
                  
                  Par Value
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  TotalBalance,
      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
                  
                  
                  
                  —
                  
                  
                  
                  39,000Services
      contributed by officers/ directors (Note 2)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  530
                  
                  
                  
                  —
                  
                  
                  
                  530Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (1,205
                  )
                  
                  
                  (1,205
                  )Balance,
      October 31, 2005
                  
                  
                  32,500,000
                  
                  
                  
                  32,500
                  
                  
                  
                  7,030
                  
                  
                  
                  (1,205
                  )
                  
                  
                  38,325Services
      contributed by officers/ directors (Note 2)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  3,240
                  
                  
                  
                  —
                  
                  
                  
                  3,240Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (16,660
                  )
                  
                  
                  (16,660
                  )Balance,
      October 31, 2006
                  
                  
                  32,500,000
                  
                  
                  
                  32,500
                  
                  
                  
                  10,270
                  
                  
                  
                  (17,865
                  )
                  
                  
                  24,905November
      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
                  
                  
                  
                  —
                  
                  
                  
                  62,775May
      2007, cancellation of officers' common shares (Note 2)
                  
                  
                  (24,500,000
                  )
                  
                  
                  (24,500
                  )
                  
                  
                  24,500
                  
                  
                  
                  —
                  
                  
                  
                  —Services
      contributed by officers/ directors (Note 2)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  20,330
                  
                  
                  
                  —
                  
                  
                  
                  20,330Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (76,252
                  )
                  
                  
                  (76,252
                  )Balance,
      October 31, 2007
                  
                  
                  9,980,500
                  
                  
                  
                  9,981
                  
                  
                  
                  115,894
                  
                  
                  
                  (94,117
                  )
                  
                  
                  31,758Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (15,750
                  )
                  
                  
                  (15,750
                  )Balance,
      October 31, 2008
                  
                  
                  9,980,500
                  
                  
                  
                  9,981
                  
                  
                  
                  115,894
                  
                  
                  
                  (109,867
                  )
                  
                  
                  16,008October
      2009, common stock issued as payment for related party advances (Note
      2)
                  
                  
                  3,000,000
                  
                  
                  
                  3,000
                  
                  
                  
                  747,000
                  
                  
                  
                  —
                  
                  
                  
                  750,000Net
      loss
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (803,625
                  )
                  
                  
                  (803,625
                  )Balance,
      October 31, 2009
                  
                  
                  12,980,500
                  
                  
                  $
                  12,981
                  
                  
                  $
                  862,894
                  
                  
                  $
                  (913,492
                  )
                  
                  $
                  (37,617
                  )
 
 See
accompanying notes to financial statements
  F-5
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Statements
of Cash Flows
 
 June 6, 2005(Inception)For The Year Ended
                  
                  
                  ThroughOctober 31,
                  
                  
                  October 31,2009
                  
                  
                  2008
                  
                  
                  2009Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (803,625
                  )
                  
                  $
                  (15,750
                  )
                  
                  $
                  (913,492
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  1,604
                  
                  
                  
                  1,604
                  
                  
                  
                  4,187Stock-based
      compensation
                  
                  
                  741,000
                  
                  
                  
                  —
                  
                  
                  
                  741,000Services
      contributed by officers/directors (Note 2)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  24,100Changes
      in operating assets and liabilities:Indebtedness
      to related parties
                  
                  
                  40,000
                  
                  
                  
                  —
                  
                  
                  
                  42,350Net
      cash used in operating activities
                  
                  
                  (21,021
                  )
                  
                  
                  (14,146
                  )
                  
                  
                  (101,855
                  )Cash
      flows from investing activities:Equipment
      purchases
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (4,813
                  )Net
      cash used in investing activities
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (4,813
                  )Cash
      flows from financing activities:Proceeds
      from sale of common stock
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  138,025Proceeds
      from related party advances
                  
                  
                  9,000
                  
                  
                  
                  —
                  
                  
                  
                  9,000Deferred
      offering costs
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (36,250
                  )Net
      cash provided by financing activities
                  
                  
                  9,000
                  
                  
                  
                  —
                  
                  
                  
                  110,775Net
      change in cash
                  
                  
                  (12,021
                  )
                  
                  
                  (14,146
                  )
                  
                  
                  4,107Cash,
      beginning of period
                  
                  
                  16,128
                  
                  
                  
                  30,274
                  
                  
                  
                  —Cash,
      end of period
                  
                  $
                  4,107
                  
                  
                  $
                  16,128
                  
                  
                  $
                  4,107Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —Interest
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  1,500Non
      cash investing and financing transactions:Common
      stock issued to repay related party advances (Note 2)
                  
                  $
                  9,000
                  
                  
                  $
                  —
                  
                  
                  $
                  —
 
 See
accompanying notes to financial statements
  F-6
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 (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,
2009.
 
 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, 2009, 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, 2009, 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 Accounting and Reporting by
Development Stage Enterprises Topic of the Financial Accounting Standards
Board’s Accounting Standards Codification (FASB ASC).
 
 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 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, 2009.
  F-7
 AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Notes
to Financial Statements
  Equipment
and Depreciation
 
 Equipment
is stated at cost.  Depreciation is calculated using the straight-line
method over the estimated useful lives of the related assets, currently set at
three years.  Expenditures for additions and improvements are
capitalized, while repairs and maintenance costs are expensed as
incurred.  The cost and related accumulated depreciation of property
and equipment sold or otherwise disposed of are removed from the accounts and
any gain or loss is recorded in the year of disposal.
 
 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, 2009, 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, 2009, 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 selling clients. We
sell property as an 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 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 as required by the Income Tax Topic of the FASB ASC,
which 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.
  F-8
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 Recent
Accounting Pronouncement
 
 In May
2009, the FASB issued ASC 855-10, Subsequent Events. This
standard establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. Specifically, the Statement defines:
(1) the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (2) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and
(3) the disclosures that an entity should make about events or transactions
that occurred after the balance sheet date. ASC 855-10 is effective for fiscal
years and interim periods ending after June 15, 2009. Adoption of this
standard as of June 30, 2009 had no impact on the Company’s financial
position or results of operations. The Company’s management has reviewed events
occurring through December 18, 2009, the date the financial statements were
issued, and no subsequent events require disclosure.
 
 (2)
                Related
      Party Transactions
 
 During
the year ended October 31, 2009, a relative of one ofourofficers
loanedus$9,000
under the terms of a promissory note.  The note does not carry an
interest rate and matures on December 31, 2009.  On October 28, 2009,weissued
3 million shares ofourrestricted
common stock as payment forthe
entire promissory note, or
$.003 per share.  On the
transaction date, the quoted market value ofourcommon
stock was $.25 per share.  As a result,werecognized stock-based compensation totaling $741,000 for the year ended October
31, 2009.
 
 During
June 2009, our Board of Directors approved two-year employment contracts for our
CEO and CFO.  Each officer receives a salary of $4,000 per month
commencing June 1, 2009.  As of October 31, 2009, we owed the officers
$40,000 which is included in the accompanying financial statements as
“indebtedness to related parties”.
 
 During
the period from December 1, 2008 through June 30, 2008, we rented office space
from our president at a rate of $946 per month.  Rent expense totaled
$6,620 for the year ended October 31, 2008.
 
 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, whichever
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.  The office
rentals ended in October 2007; however, as of October 31, 2009, we still 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”.  There were no contributed services during the year ended
October 31, 2009.
 
 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.
 
 F-9
  AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Notes
to Financial Statements
  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:
 
 October 31,2009
                      
                      
                      2008U.S.
      Federal statutory graduated rate
                      
                      
                      34.00
                      %
                      
                      
                      15.00
                      %State
      income tax rate, net of federal benefit
                      
                      
                      0.00
                      %
                      
                      
                      0.00
                      %Permanent
      differences
                      
                      
                      0.00
                      %
                      
                      
                      0.00
                      %Net
      operating loss for which no tax benefit is currently
    available
                      
                      
                      -34.00
                      %
                      
                      
                      -15.00
                      %0.00
                      %
                      
                      
                      0.00
                      %
 
 At
October 31, 2009, deferred tax assets consisted of a net tax asset of $290,484,
due to operating loss carryforwards of $889,392 which was fully allowed for, in
the valuation allowance of $290,484.  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, 2009 and 2008 totaled $273,233 and $2,363,
respectively.  The current tax benefit also totaled $273,233 and
$2,363, respectively, for the years ended October 31, 2009 and
2008.  The net operating loss carryforward expires through the year
2029.
 
 F-10
 AMERICAN
ANTIQUITIES INCORPORATED
 (A
Development Stage Company)
 Notes
to Financial Statements
  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.
 
 F-11