UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                           Amendment 1 to
                             FORM 10-K

[x ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
   THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended: October 31, 2008
                       OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from

                Commission file number:       333-130446

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


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

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

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


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

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 [  ] No [x]

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the 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 if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [x] No [  ]



<PAGE>2

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 [x] No [  ]

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 June 25, 2009 was approximately
$499,025.

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 June 25, 2009 was 9,980,500 shares of its $.001 par value common
stock.

No documents are incorporated into the text by reference.





<PAGE>3
AMERICAN ANTIQUITIES, INC.

Amendment 1 to
FORM 10-K

For the Fiscal Year Ended October 31, 2008

Table of Contents

PART I

ITEM 1.   BUSINESS                                                 4
ITEM 1A.  RISK FACTORS                                             8
ITEM 1B.  UNRESOLVED STAFF COMMENTS                                8
ITEM 2.   PROPERTIES                                               8
ITEM 3.   LEGAL PROCEEDINGS                                        9
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      9

PART II

ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS                                    10
ITEM 6.   SELECTED FINANCIAL DATA                                 11
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                    11
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK                                            15
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             15
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                    16
ITEM 9A.  CONTROLS AND PROCEDURES                                 16
ITEM 9B.  OTHER INFORMATION                                       17

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATION
            GOVERANCE                                             18
ITEM 11.  EXECUTIVE COMPENSATION                                  19
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS            20
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
            DIRECTOR INDEPENDENCE                                 21
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                  22
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES                 23
SIGNATURES                                                        24




<PAGE>4
PART I

ITEM 1.    BUSINESS

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

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

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

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

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

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

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



<PAGE>5

will be utilized.

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

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

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

Distribution

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

Suppliers

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

Patents, trademarks or licenses

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

Customers

American Antiquities is not dependent on a few major customers.

Revenues

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

Marketing Strategy

Key elements of our marketing strategy are as follows;

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

<PAGE>6

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.

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



<PAGE>7

Taxes

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

Competitition

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

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

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

Governmental Regulation

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



<PAGE>8

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.

ITEM 2.  PROPERTIES

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




<PAGE>9

As of October 31, 2008, we paid the president a total of $6,620 for
office rent.

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, 2008, no
matters were submitted to a vote of American Antiquities, Inc. security
holders, through the solicitation of proxies.





<PAGE>10
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.

Quarter Ended                        High bid         Low bid
10/31/07                               0.25            0.12
1/31/08                                0.35            0.08
4/30/08                                0.51            0.25
7/31/08                                0.35            0.11
10/31/08                               0.32            0.15

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




<PAGE>11

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
$(109,867).  In addition, we have not earned any significant revenue
from operations.

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

We are pursuing 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, 2008, the registrant did not pursue any
financing activities.

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, 2008, the registrant did not pursue any
financing activities.

<PAGE>12

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.

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, 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, 2008 and 2007, these expenses
consisted of the contributed services by the officers of $0 and
$20,330, respectively along with rent of $6,620 and $1,200,
professional fees of $15,198 and $10,245 and other general and
administrative expenses of $10,340 and $45,454, respectively.

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 $(15,750)
and $(76,252) during its development stage for the years ended October
31, 2007 and 2006.  In addition, American Antiquities has no
significant assets or significant revenue generating operations.



<PAGE>13

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.

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

                                                   <c>                         <c>
1.  Develop customer marketing   We are developing a database                3 months
      plan                       of collectors, dealers and museums who
seek to add to and/or dispose of their
collections.  We anticipate initial
marketing costs of $9,500 to create a
database of contacts and to send direct
mail marketing campaigns to those contacts.
This database will allow us to perform
targeted follow-ups and help to market
future items to buyers as well as to
assist us in finding new sellers.
After initial contact with potential
customers, we will identify their specific
needs and determine how we are able to
serve them in the most appropriate manner.
2.  Implement Sales Strategy     We estimate the annual costs of              3 months
these activities will be approximately
$4,000.  We will develop print
advertisements and internet based media
advertisements.
3.  Establish Procedures         We plan to develop a centralized system
to audit sales and receipts of consigned
items, accounts payable, accounts receivable,
inventory and payroll.  We estimate the
cost of this activity to be approximately
$1,000.  Most of the funds will be used
to purchase software to perform these
functions.
4.  Development of Website       If the volume warrants, we will initiate   6-9 months
our own internet website.  This would
be done to advertise our auctions and
to solicit new customers.
</TABLE>


<PAGE>14

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

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

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

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

Recent Pronouncements.  In 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 prescribes accounting for insures of
financial obligations, bringing consistency to recognizing and
recording premiums and to loss recognition.  SFAS 163 also requires
expanded disclosures about financial guarantee insurance contracts.
Except for some disclosures, SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008.
The adoption of SFAS 163 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 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 effective date of SFAS 162 is 60 days
following the U.S. Securities and Exchange Commission's approval of the
Public Company Accounting Oversight Board's related amendments to
remove the GAAP hierarchy from auditing standards, where it has resided
for some time.  The adoption of SFAS 162 will not have an impact on our
results of operations or financial position.

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 No. 161 requires enhanced

<PAGE>15

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.  SFAS No. 161 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 SFAS No. 161 will have on our
financial statements.

In December 2007, the FASB issued FASB 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.  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 FASB 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,
Statement 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 FASB 141(R) and FASB 160 are effective for fiscal years beginning
after December 15, 2008. 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

The response to this item is being submitted as a separate section of
this report beginning on page 25.



<PAGE>16

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, 2008, 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, 2008.  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, 2008 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, 2008, using the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO") Internal Control Integrated Framework
as a basis for our assessment.

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.

<PAGE>17

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, 2008.

Due to an error in the review and edgarization process, the registrant
inadvertently omitted management's report on internal control over
financial reporting from its Form 10-K filed on January 29, 2009.
Management has implemented additional internal controls to ensure that
similar omissions in the reports that it files or submits under the Act
do not occur.

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



<PAGE>18
                               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:
<TABLE>
NAME                                AGE      POSITIONS HELD          SINCE

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

Business Experience of Officers and Directors

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

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



<PAGE>19

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, 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.


ITEM 11.  EXECUTIVE COMPENSATION

Executive Compensation

For the years ended October 31, 2008 and 2007, Mr. Merkel received
$30,000 and $8,000 in fiscal year ended October 31, 2008 and 2007,
respectively.  No other executive compensation has been paid.  The
officers contributed services valued at $0 and $20,330 for the years

<PAGE>20

ended October 31, 2008 and 2007 based upon the terms of an employment
agreement approved by the Board of Directors but not executed as of
October 31, 2008.

We have entered into oral employment agreements with our officers.
Pursuant to these oral agreements, the officers are compensated $1,500
per month commencing August 2006.  As of June 1, 2006, Mr. Merkel was
revised so that Mr. Merkel receives $4,000 per month as long as the
registrant has the funds to pay the salary, while being able to fully
conduct business without financial difficulty.  The term of the oral
agreements is at will.  There are no other material terms to the oral
agreements.

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

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

   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.

<TABLE>
<CAPTION>
Name of Beneficial Owners      Common Stock             Percentage(1)
                               Beneficially Owned        Owned

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

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

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

Bellevue Holdings, Inc.(3)
1085 Cambridge Drive
Buffalo Grove, Illinois 60089  1,846,400                23.08%
</TABLE>

<PAGE>21

(1) Based upon 9,980,500 issued and outstanding as of June 25,
2009.

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

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

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

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

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.

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".



<PAGE>22

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.

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
$10,732 and $6,460 from Cordovano and Honeck LLP for the 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.

<PAGE>23

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 2008 and 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, 2008 and 2007
and for the period from June 6, 2005 (inception) through October 31,
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.

   (3) Exhibits

The following exhibits are filed with this report:

  Exhibit 31 - 302 certification
  Exhibit 32 - 906 certification





<PAGE>24

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:    June 25, 2009

American Antiquities, Inc.

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

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

American Antiquities, Inc.
(Registrant)

By: /s/Joseph A. Merkel                     Dated: June 25, 2009
    ----------------------
    Joseph A. Merkel
Director, Chief Executive Officer


By: /s/Kevin T. Quinlan                     Dated: June 25, 2009
    ----------------------
    Kevin T. Quinlan
Chief Financial Officer,
Controller and Director




<PAGE>25

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

Report of Independent Registered Public Accounting Firm           26

Balance Sheets at October 31, 2008 and 2007                       27

Statements of Operations for the years ended October
  31, 2008 and 2007, and for the period from June 6, 2005
  (inception) through October 31, 2008                            28

Statement of Changes in Shareholders' Equity for the
  period from June 6, 2005 (inception) through October 31, 2008   29

Statements of Cash Flows for the years ended October
  31, 2008 and 2007, and for the period from June 6, 2005
  (inception) through October 31, 2008                            31

Notes to Financial Statements                                     32



<PAGE>26
[Letterhead of Cordovano and Honeck LLP}

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
American Antiquities Incorporated:

We have audited the accompanying balance sheet of American Antiquities
Incorporated (a development stage company) as of October 31, 2008 and
2007, and the related statements of operations, changes in
shareholders' equity, and cash flows for the years ended October 31,
2008 and 2007, and for the period from June 6, 2005 (inception) through
October 31, 2008.  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, 2008 and 2007, and the
results of its operations and its cash flows for the years ended
October 31, 2008 and 2007, and for the period from June 6, 2005
(inception) through October 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.

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

Cordovano and Honeck LLP
Englewood, Colorado
January 23, 2009



<PAGE>27

AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Balance Sheets
<TABLE>
                                                                  October 31,
                                                                  -----------
                                                              2008           2007
                                                              ----           ----

                                                            <c>           <c>
Assets

Cash                                                       $ 16,128      $ 30,274
Office equipment, net of accumulated depreciation
  $2,583 and $979, respectively                               2,230         3,834
                                                           --------      --------
                                                           $ 18,358      $ 34,108
                                                           ========      ========

Liabilities and Shareholders' Equity

Liabilities:
  Indebtedness to related parties (Note 2)                 $  2,350      $  2,350
                                                           --------      --------
      Total liabilities                                       2,350         2,350
                                                           --------      --------
Shareholders' equity:
  Preferred stock, $.001 par value; 10,000,000
    shares authorized, -0- shares issued and
    outstanding                                                   -             -
  Common stock, $.001 par value; 100,000,000 shares
    authorized, 9,980,500 and 9,980,500 shares issued
   and outstanding                                            9,981         9,981
 Additional paid-in capital                                 115,894       115,894
 Deficit accumulated during development stage              (109,867)      (94,117)
                                                           --------      --------
      Total shareholders' equity                             16,008        31,758
                                                           --------      --------
                                                           $ 18,358      $ 34,108
                                                           ========      ========
</TABLE>
See accompanying notes to financial statements



<PAGE>28
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
                                                                     June 6, 2005
                                             For The     For The      (Inception)
                                           Year Ended   Year Ended      Through
                                           October 31,  October 31,    October 31,
                                              2008         2007           2008
                                           -----------  -----------  -------------

                                            <c>          <c>          <c>
Commission income                           $   46,408   $   10,112   $   56,520
                                            ----------   ----------   ----------
Operating expenses:
 Contributed services (Note 2)                       -       20,330       24,100
 Rent, related party (Note 2)                    6,620        1,200        9,520
 Payroll                                        30,000        8,000       38,000
 Professional fees                              15,198       10,245       28,743
 Other general and administrative expenses      10,340       45,454       64,701
                                            ----------   ----------   ----------
      Operating income/(loss)                  (15,750)     (75,117)    (108,544)

Non-operating income(expense):
Interest income                                      -          177          177
Interest expense (Note 2)                            -       (1,312)      (1,500)
                                            ----------   ----------   ----------
      Loss before income taxes                 (15,750)     (76,252)    (109,867)

Income tax provision (Note 4)                        -            -            -
                                            ----------   ----------   ----------
      Net loss                              $  (15,750)  $  (76,252)  $ (109,867)
                                            ==========   ==========   ==========
Basic and diluted loss per share            $    (0.00)  $    (0.00)
                                            ==========   ==========
Weighted average number of common
 shares outstanding                          9,980,500   27,606,699
                                             =========   ==========
</TABLE>

See accompanying notes to financial statements


<PAGE>29
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
<TABLE>
                                                                  Deficit
                                                                Accumulated
                                                    Additional    During
                              Common Stock           Paid-In    Development
                          Shares        Par Value    Capital       Stage      Total
                          -----------------------   ----------  -----------  -------

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


<PAGE>30

Net loss                           -            -             -    (15,750)   (15,750)
                          ----------     --------     ---------   --------   --------
Balance, October
  31, 2008                 9,980,500      $ 9,981     $ 115,894  $(109,867)  $ 16,008
                          ==========     ========     =========  =========   ========
</TABLE>
See accompanying notes to financial statement



<PAGE>31

AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                     June 6, 2005
                                                                     (Inception)
                                           For The Years Ended         Through
                                              October 31                October 31,
                                              2008        2007           2007
                                           -----------  -----------  -------------

                                            <c>          <c>          <c>
Cash flows from operating activities:
 Net loss                                    $(15,750)   $(76,252)    $(109,867)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation                                    1,604         979         2,583
   Services contributed by officers/
     directors (Note 2)                             -       20,330       24,100
   Changes in operating assets and
    liabilities:
     Accrued liabilities                            -      (2,500)            -
     Indebtedness to related parties                -      (7,488)        2,350
                                             --------    --------      --------
       Net cash provided by operating
        activities                            (14,146)    (64,931)      (80,834)
                                             --------    --------      --------
Cash flows from investing activities:
 Equipment purchases                                -      (4,813)       (4,813)
                                             --------    --------      --------
       Net cash used in investing activities        -      (4,813)       (4,813)
                                             --------    --------      --------
Cash flows from financing activities:
 Proceeds from sale of common stock                 -      99,025       138,025
 Deferred offering costs                            -           -       (36,250)
                                             --------    --------      --------
       Net cash provided by (used in)
        financing activities                        -      99,025       101,775
                                            ---------    --------      --------
        Net change in cash                    (14,146)     29,281        16,128

Cash, beginning of period                      30,274         993             -
                                             --------    --------      --------
Cash, end of period                          $ 16,128    $ 30,274      $ 16,128
                                             ========    ========      ========
Supplemental disclosure of cash
  flow information:
   Cash paid during the period for:
     Income taxes                            $      -    $      -      $      -
                                             ========    ========      ========
     Interest                                $      -    $  1,500      $  1,500
</TABLE>
See accompanying notes to financial statement


<PAGE>32
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, 2008.

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, 2008, 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, 2008, we have not
acquired any inventory and have engaged in limited revenue-producing
operations.  In the longer term, we plan to expand our inventory and
operations and eventually become profitable.  There is no assurance
that we will be successful in raising the capital required to develop
our operations or that we will attain profitability.

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

Development Stage Company

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



<PAGE>33

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

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, 2008.

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, 2008, 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, 2008, there were no variances
between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.

<PAGE>34
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements

Auction Commission Revenue Recognition

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

Income Taxes

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

Year-end

Our year-end is October 31.

Recent Accounting Pronouncements

In 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 prescribes accounting for insures of financial obligations,
bringing consistency to recognizing and recording premiums and to loss
recognition.  SFAS 163 also requires expanded disclosures about
financial guarantee insurance contracts.  Except for some disclosures,
SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008.  The adoption of SFAS 163 will not
have an impact on our results of operations or financial position.



<PAGE>35
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements

In May 2008, the FASB issued Statement of Financial Accounting
Standards No. 162 ("SFAS 162"), "The Hierarchy of Generally Accepted
Accounting Principles."  SFAS 162 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 effective date of SFAS 162 is 60 days
following the U.S. Securities and Exchange Commission's approval of the
Public Company Accounting Oversight Board's related amendments to
remove the GAAP hierarchy from auditing standards, where it has resided
for some time.  The adoption of SFAS 162 will not have an impact on our
results of operations or financial position.

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 No. 161 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.  SFAS No. 161 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 SFAS No. 161 will have on our
financial statements.

In December 2007, the FASB issued FASB 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.  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 FASB 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,
Statement 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.

<PAGE>36
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements

Both FASB 141(R) and FASB 160 are effective for fiscal years beginning
after December 15, 2008. The registrant does not believe that the
adoption of these standards will have any impact on its financial
statements.

(2) Related Party Transactions

During the period from December 1, 2007 through June 30, 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.

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.



<PAGE>37
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 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,
                                            2008       2007
                                         ---------------------
U.S. Federal statutory graduate rate       15.00%       15.35%
State income tax rate,
  net of federal benefit                    0.00         6.18%
Permanent differences                       0.00        -5.74%
Net operating loss for which no tax
  benefit is currently available          -15.00%      -15.79%
                                          ------       ------
                                            0.00%        0.00%
                                          ======       ======



<PAGE>38
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements

At October 31, 2008, deferred tax assets consisted of a net tax asset
of $17,251, due to operating loss carryforwards of $85,767 which was
fully allowed for, in the valuation allowance of $17,251.  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, 2008 and 2007 totaled $2,363 and
$12,042, respectively.  The current tax benefit also totaled $2,363 and
$12,042, respectively, for the years ended October 31, 2008 and 2007.
The net operating loss carryforward expires through the year 2028.

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.