AMENDMENT 1 TO
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[x ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
   THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended: October 31, 2006
                       OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from

Commission file number:       333-130446

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


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

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

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


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

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

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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Corporation's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ x ]

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



<PAGE>2

The Corporation's revenues for its most recent fiscal year were $0.00
As of October 31, 2006, the market value of the Corporation's voting
$.00l par value common stock held by non-affiliates of the Corporation
was $0.00.

The number of shares outstanding of Corporation's only class of common
stock, as of October 31, 2006 and May 31, 2007 was 6,500,000 and
9,980,500 shares of its $.001 par value common stock, respectively.

No documents are incorporated into the text by reference.

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



<PAGE>3
PART I
ITEM 1.    BUSINESS

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

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

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

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

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

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

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

<PAGE>4

will be utilized.

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

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

We will 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 will be
distributed at the auction site after the purchasers make payment.
 If the items are sold through an online auction, distribution will be
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 does not expect to be dependent on a few major
customers.

Revenues

Our revenues will be 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 shall 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 plan to develop a database of
collectors, dealers and museums who seek to add to and/or dispose of
their collections.  We anticipate initial marketing costs of $10,000 to

<PAGE>5

create a database of contacts and to send direct mail marketing
campaigns to those contacts.  This database 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.

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

The various items owned by American Antiquities, Inc., will not be
surcharged the customary auction consignment fees, but all other normal
marketing charges such as design, set up, advertising and printing
related fees will apply to any items sold by us.  The auction
consignment fees we will receive will be 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
will vary, depending on the cost of the items, the specific web sites
used and the number of items listed.  These costs will be passed to the
consignor(s) of the items we offer on the various auction sites.  These
costs will be the same whether an item is consigned or we own the
items.

     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.

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



<PAGE>6

Taxes

Various states are increasingly seeking to impose sales or use taxes on
inter-state mail order sales and are aggressivelyauditing sales tax
returns of mail order businesses.  Complex legal issues arise in these
areas, relating, among other things, to the required nexus of a
business with a particular state, which may permit the staet to require
a business to collect such taxes.  At the present time, we are not
aware of any states in which we may operate who would impose sales
taxes on our transactions.  Although we believe that we can adequately
provide for sales taxes on mail order sales, there can be no assurance
as to the effect of actions taken by state tax authorities on our
finanical condition or results of operations.  In the future, we may be
required to collect sales tax on sales made to customers in all of the
state in which we will conduct our operations.  All of the factors
cited above may nagetively 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 will compete with antiques stores, mid-to-upscale department stores,
gift stores, TV shopping, and collectors clubs.  We may 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 will 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 no 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.  Even if
the maximum number of shares is sold, we will be at a competitive
disadvantage to firms that are already established.  We cannot expect
to be a significant participant in the market for antiques and
collectibles within the foreseeable future.

Governmental Regulation

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

<PAGE>7

Employees

We presently have no full-time employees and no part-time employee.  We
have entered into oral employment agreements with our officers to
commence after completion of this offering.  Pursuant to these verbal
agreements, the officers will be compensated $1,500 per month
commencing on the August 11, 2006.  The term of the verbal agreements
is at will.  There are no other material terms to the verbal
agreements.

Reports to Security Holders

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

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

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


ITEM 2.  PROPERTIES.

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


ITEM 3.  LEGAL PROCEEDINGS.

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

<PAGE>8

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

During the last quarter of the fiscal year ended October 31, 2006, no
matters were submitted to a vote of American Antiquities, Inc. security
holders, through the solicitation of proxies.





<PAGE>9
PART II

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

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

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

As of May 31, 2007, the number of holders of Corporation's common stock
is 68.


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

Trends and Uncertainties.  We are a development stage company.  Our
auditors have raised substantial doubt as to our ability to continue as
a going concern.  We have experienced a loss from operations from
inception aggregating $(17,677).  In addition, we have no revenue
generating operations.

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

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

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

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

<PAGE>10

Capital and Source of Liquidity.

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

Since inception (June 6, 2005) through October 31, 2005, American
Antiquities had cash of $39,000 obtained through purchases of 6,500,000
common A shares by Joseph A. Merkel and Kevin T. Quinlan, officers and
directors and a relative of Kevin T. Quinlan.  Additionally, American
Antiquities had deferred offering costs of $7,750.  As a result,
American Antiquities had net cash provided by financing activities of
$31,250.

At October 31, 2006, American Antiquities had $993 cash available.

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

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

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

Results of Operations

We are a development stage company that has not commenced operations.
For the year ended October 31, 2006, we did not receive any revenue and
had operating expenses of $16,472.  Comparatively, for the period from
inception to October 31, 2005, we did not receive any revenue and had
operating expenses of $1,205.  For year ended October 31, 2006 and the
period from inception to October 31, 2005, these expenses consisted of
the contributed services by the officers of $3,240 and $530,
respectively along with rent and other general and administrative
expenses of $13,232 and $675, respectively.

Plan of Operation.  American Antiquities has experienced a net loss of
$(16,660) and $(1,205) during its development stage for the year ended
October 31, 2006 and the period from inception to October 31, 2005.  In
addition, American Antiquities has no significant assets or no revenue
generating operations.

We only have sufficient cash on hand to meet funding requirements for
the next three to six months.  We do not have sufficient cash on hand
to meet funding requirements for the next twelve months.  Although we
eventually intend to primarily fund general operations with revenues
received from the sale of antiques and collectibles, we have not yet

<PAGE>11

begun 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>
<CAPTION>
Milestone                                       Steps                         Timeline

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

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

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

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



<PAGE>12

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

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

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

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

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

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

<PAGE>13

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

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


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

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


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

None


ITEM 8A.  CONTROLS AND PROCEDURES

Controls and Procedures.  Joseph Merkel, the Chief Executive Officer
and Kevin Quinlan, the Chief Financial Officer of the Corporation has
made an evaluation of the disclosure controls and procedures relating
to the annual report on Form 10KSB for the year ended October 31, 2006
as filed with the Securities and Exchange Commission and has judged
such controls and procedures to be effective as of October 31, 2006
(the evaluation date).

There have not been any significant changes in the internal controls of
the Corporation or other factors that could significantly affect
internal controls relating to the Corporation since the evaluation
date.




<PAGE>14

ITEM 8B.  OTHER INFORMATION

None



<PAGE>15
PART III

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

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

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

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

Business Experience of Officers and Directors

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

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

<PAGE>16

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

To the Corporation's knowledge, no director, officer or beneficial
owner of more than ten percent of any class of equity securities of the
Corporation, beneficial owner of more than ten percent and prior
director, failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during 2006.

Code of Ethics Policy

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

Corporate Governance

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

Indemnification

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

<PAGE>17

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

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

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


ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

For the year ended October 31, 2006 and from inception to October 31,
2005, no executive compensation has been paid.  The officers
contributed services valued at $3,240 for the year ended October 31,
2006 and $530 for the period from June 6, 2005 (inception) to October
31, 2005.  American Antiquities shall pay for the contributed services
when sufficient revenues are obtained.

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

Messrs. Merkel and Quinlan, our president and treasurer each
contributed services for the year ended October 31, 2006 and the period
from June 6, 2005 (inception) through October 31, 2005.  The services
were valued at $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, 2006.  The contributed services are included
in the accompanying financial statements as "contributed services" with
a corresponding credit to "additional paid-in capital".

<PAGE>18

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

The following table sets forth, as of May 31, 2007, the number
and percentage of outstanding shares of American Antiquities
common stock owned by (i) each person known to us to
beneficially own more than 5% of its outstanding common stock,
(ii) each director, (iii) each named executive officer, and
(iv) all officers and directors as a group.
<TABLE>
<CAPTION>
Name of Beneficial Owners      Common Stock             Percentage(1)
                               Beneficially Owned        Owned

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

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

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

Bellevue Holdings, Inc.(3)
1085 Cambridge Drive
Buffalo Grove, Illinois 60089  1,846,400                23.08%
</TABLE>
(1) Based upon 9,980,500 issued and outstanding as of May 30,
2007.

(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.

<PAGE>19

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 (see Note 2).
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 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

On September 15, 2006, we issued a promissory note to Kevin Quinlan, an
officer and director in exchange for $8,500.  The note includes an
interest payment of $1,500.  The note is payable once we break escrow
on our initial public offering, or 12 months from the date of the note,
which ever comes first.  As of October 31, 2006, $188 of the $1,500
interest charge was accrued and recorded as interest expense.  The
remaining interest balance will be accrued ratably through September
15, 2007, unless we break escrow on our initial public offering prior
to that date, in which any remaining balance on the interest would come
due immediately.

In June 2005, our Board of Directors approved the payment of $50 per
month to both Messrs. Merkel and Quinlan, our president and treasurer
for the use of office space.  As of October 31, 2006, we owed the two
officers a total of $1,150 for office rent, which is included in the
accompanying financial statements as "indebtedness to related parties".

Messrs. Merkel and Quinlan, our president and treasurer each
contributed services for the year ended October 31, 2006 and the period
from June 6, 2005 (inception) through October 31, 2005.  The services
were valued at $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, 2006.

During the period from inception through October 31, 2005, Mr. Quinlan,
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 2,500,000 shares of our common stock to
Mr. Merkel, our president, for $15,000, or $.006 per share.

During October 2005, we sold 2,500,000 shares of our common stock to
Mr. Quinlan, our treasurer for $15,000, or $.006 per share.


<PAGE>20

During October 2005, we sold 1,500,000 shares of our common stock to
John Quinlan, a relative of Kevin Quinlan, our treasurer, for $9,000,
or $.006 per share.

Director Independence.

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


ITEM 13.  EXHIBITS

List of Exhibits

The following exhibits are filed with this report:

  Exhibit 31 - 302 certification
  Exhibit 32 - 906 certification


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.  We incurred aggregate fees and expenses of approximately
$5,050, from  Cordovano and Honeck LLP for the 2006 fiscal year.  Such
fees included work completed for our annual audits and for the review
of our financial statements included in our Form 10-QSBs.  No fees were
billed during years prior to October 31, 2006.

Tax Fees. We did not incur any aggregate tax fees and expenses from
Cordovano and Honeck LLP for the 2006 and 2005 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 2006 and 2005.

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



<PAGE>21

SIGNATURES

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

Date:    July 31, 2007

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: July 31, 2007
    ----------------------
    Joseph A. Merkel
Director, Chief Executive Officer


By: /s/Kevin T. Quinlan                     Dated: July 31, 2007
    ----------------------
    Kevin T. Quinlan
Chief Financial Officer,
Controller and Director




<PAGE>22

American Antiquities, Inc.
INDEX TO FINANCIAL STATEMENTS

The following financial statements and schedules are filed as part of
this report:

Report of Independent Registered Public Accounting Firm          23
Balance Sheet at October 31, 2006                                24
Statements of Operations for the year ended October 31,
2006, for the period from June 6, 2005 (inception)
through October 31, 2006, and for the period from
June 6, 2005 (inception) through October 31, 2006                25
Statement of Changes in Stockholders' Equity for the
period from June 6, 2005 (inception) through October 31, 2006    26
Statements of Cash Flows for the year ended October 31,
2006, for the period from June 6, 2005 (inception)
through October 31, 2005, and the period from June 6,
2005 (inception) through October 31, 2006                        27
Notes to Financial Statements                                    29




<PAGE>23

[Letterhead of Cordovano and Honeck LLP}



Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
American Antiquities Incorporated:


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

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American
Antiquities Incorporated as of October 31, 2006, and the results of its
operations and its cash flows for the year ended October 31, 2006, for
the period from June 6, 2005 (inception) through October 31, 2005, and
for the period from June 6, 2005 (inception) through October 31, 2006,
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
March 1, 2007


<PAGE>24

                    AMERICAN ANTIQUITIES INCORPORATED
                      (A Development Stage Company)
                              Balance Sheets

                                                   October 31,
                                                     2006
                                                   ----------

                   Assets

Cash                                                $    993
Deferred offering costs (Note 1)                      36,250
                                                    --------
                                                    $ 37,243
                                                    ========


         Liabilities and Shareholders' Equity

Liabilities:
  Accrued liabilities                               $  2,500
  Indebtedness to related parties (Note 2)             9,838
                                                    --------
    Total liabilities                                 12,338


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,  6,500,000 (unaudited) and
   6,500,000 shares issued and outstanding             6,500
  Additional paid-in capital                          36,270
  Deficit accumulated during development stage       (17,865)
                                                    --------
    Total shareholders' equity                        24,905
                                                    --------
                                                    $ 37,243
                                                    ========





See accompanying notes to financial statements.



<PAGE>25

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

                                           <c>             <c>               <c>
Operating expenses:
  Contributed services (Note 2)             $   3,240       $     530       $   3,770
  Rent (Note 2)                                 1,200             500           1,700
  Other general and administrative expenses    12,032             175          12,207
                                            ---------       ---------       ---------
      Loss from operations                    (16,472)         (1,205)        (17,677)

Interest expense (Note 2)                        (188)              -            (188)
                                            ---------       ---------       ---------
      Loss before income taxes                (16,660)         (1,205)        (17,865)

Income tax provision (Note 3)                       -               -               -
                                            ---------       ---------        --------
      Net loss                              $ (16,660)      $  (1,205)       $(17,865)
                                            =========       =========       =========

Basic and diluted loss per share            $   (0.00)      $   (0.00)
                                                           ==========

Weighted average number of common shares
   outstanding                              6,500,000       6,500,000
                                            =========       =========
</TABLE>




See accompanying notes to financial statements.




<PAGE>26

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

                       <c>          <c>          <c>          <c>          <c>
Balance, June 6, 2005
 (inception)                       -   $    -     $     -     $     -     $      -

October 2005, common
 stock sold to founders
 and insiders,$.006 per
 share (Note 2)            6,500,000    6,500      32,500           -       39,000

Services contributed
 by officers/ directors
 (Note 2)                          -        -         530           -          530

Net loss                           -        -           -      (1,205)      (1,205)
                          ----------   ------     -------     -------     --------

Balance, October 31, 2005  6,500,000    6,500      33,030      (1,205)      38,325

Services contributed by
 by officers/directors
 (Note 2)                          -        -       3,240           -        3,240
Net loss                           -        -           -     (16,660)     (16,660)

Balance, October 31,
  2006                     6,500,000   $6,500     $36,270   $ (17,865)    $ 24,905
                          ==========   ======     =======   =========     ========
</TABLE>





See accompanying notes to financial statements.




<PAGE>27

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

                                            <c>            <c>              <c>
Cash flows from operating activities:
  Net loss                                 $  (16,660)     $   (1,205)   $  (17,865)
  Adjustments to reconcile net loss to
  net cash used in operating activities:
    Services contributed by officers/
     directors (Note 2)                         3,240             530         3,770
    Changes in operating assets and
     liabilities:
      Prepaid expenses                          6,000          (6,000)            -
      Accounts liabilities                        750           1,750         2,500
      Indebtedness to related parties           9,063             775         9,838
                                           ----------      ----------     ---------
    Net cash used in operating activities       2,393          (4,150)       (1,757)
                                           ----------      ----------     ---------

Cash flows from financing activities:
  Proceeds from sale of common stock                -          39,000        39,000
  Deferred offering costs                     (28,500)         (7,750)      (36,250)
                                           ----------      ----------     ---------
    Net cash provided by financing
     activities                               (28,500)        31,250          2,750
                                           ----------      ----------     ---------
    Net change in cash                        (26,107)        27,100            993

Cash, beginning of period                      27,100              -              -
                                           ----------      ----------     ---------

Cash, end of period                        $      993      $   27,100     $     993
                                           ==========      ==========     =========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Income taxes                           $        -      $        -     $       -
                                           ==========      ==========     =========
    Interest                               $        -      $        -     $       -
                                           ==========      ==========     =========
</TABLE>

See accompanying notes to financial statements.



<PAGE>28

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 intend to purchase our inventory from private
individuals, through public auctions, and at estate sales.  Consigned
items will be 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 not
earned any revenue since our inception, and we did not own any
inventory at October 31, 2006.

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, 2006, 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, 2006, we have not
acquired any inventory or commenced 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>29

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, 2006.

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, 2006, 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, 2006, there were no variances
between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.

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



<PAGE>30
AMERICAN ANTIQUITIES INCORPORATED
(A Development Stage Company)
Notes to Financial Statements

and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.

Year-end

Our year-end is October 31.

Recent Accounting Pronouncements

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

In February 2007, the FASB issued FAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities ("FAS 159"). FAS 159 permits
entities to choose to measure many financial instruments and certain
other items at fair value. This Statement also establishes presentation
and disclosure requirements designed to facilitate comparisons between
entities that choose different measurement attributes for similar types
of assets and liabilities. FAS 159 amends FAS 115 "Accounting for
Certain Investments in Debt and Equity Securities", and applies to all
entities with available-for-sale and trading securities. The fair value
option established by this Statement permits all entities to choose to
measure eligible items at fair value at specified election dates.  FAS
159 is effective for fiscal years beginning after November 15, 2007 and
may be adopted earlier but only if the adoption is in the first quarter
of the fiscal year. Adoption of FAS 157 is a prerequisite for adoption
of FAS 159 and the choice to early adopt needs to be made within
120 days of the beginning of the fiscal year of adoption. FAS 159 is to
be applied prospectively, unless the Company chooses early adoption, in
which case this Statement can be applied retrospectively from the
election date. For the period in which FAS 159 is first adopted, the
effect of the first remeasurement to fair value shall be recorded as a
cumulative-effect adjustment to the opening balance of retained
earnings.

<PAGE>31

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

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

(2)  Related Party Transactions

On September 15, 2006, we issued a promissory note to an officer in
exchange for $8,500.  The note includes an interest payment of $1,500.
The note is payable once we break escrow on our initial public
offering, or 12 months from the date of the note, which ever comes
first.  As of October 31, 2006, $188 of the $1,500 interest charge was
accrued and recorded as interest expense.  The remaining interest
balance will be accrued ratably through September 15, 2007, unless we
break escrow on our initial public offering prior to that date, in
which any remaining balance on the interest would come due immediately.
The note payable and related accrued interest, totaling $8,688, are
included in the accompanying financial statements as "indebtedness to
related parties".

In June 2005, our Board of Directors approved the payment of $50 per
month to both our president and treasurer for the use of office space.
As of October 31, 2006, we owed the two officers a total of $1,150 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 year
ended October 31, 2006 and the period from June 6, 2005 (inception)
through October 31, 2005.  The services were valued at $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, 2006.  The
contributed services are included in the accompanying financial
statements as "contributed services" with a corresponding credit to
"additional paid-in capital".

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

During October 2005, we sold 2,500,000 shares of our common stock to
our president for $15,000, or $.006 per share.

During October 2005, we sold 2,500,000 shares of our common stock to
our treasurer for $15,000, or $.006 per share.



<PAGE>32

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

During October 2005, we sold 1,500,000 shares of our common stock to a
relative of our treasurer for $9,000, or $.006 per share.

(3)  Income Taxes

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

                                              October 31,
                                            2006       2005
                                            ----       ----

U.S. Federal statutory graduated rate       15.00%     15.00%
State income tax rate, net of federal
  benefit                                    6.21%      6.21%
Permanent differences                       -4.12%     -9.33%
Net operating loss for which no tax
  benefit is currently available           -17.09%    -11.88%
                                           ------     ------
                                             0.00%      0.00%
                                           ======     ======

At October 31, 2006, deferred tax assets consisted of a net tax asset
of $2,989, due to operating loss carryforwards of $14,095, which was
fully allowed for, in the valuation allowance of $2,989.  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
year ended October 31, 2006 and period from June 6, 2005 (inception)
through October 31, 2005 totaled $2,846 and $143, respectively.  The
current tax benefit also totaled $2,846 and $143, respectively, for the
year ended October 31, 2006 and period from June 6, 2005 (inception)
through October 31, 2005.  The net operating loss carryforward expires
through the year 2026.

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.