**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549







**FORM
      10-QSB/A**





QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934







FOR
      THE
      QUARTERLY PERIOD ENDED**SEPTEMBER 30, 2007**








**000-50526**


(Commission
      File Number)








**ALL
      AMERICAN PET COMPANY, INC.**


(Exact
      name of registrant as specified in its charter)





**MARYLAND**
            **91-2186665**(State
                or Other Jurisdiction of incorporation or Organization)
            (I.R.S.
                Employer Identification No.)








**110
      S. FAIRFAX AVENUE**


**SUITE
      A-1125**


**LOS
      ANGELES, CALIFORNIA 90036**


(Address
      of principal executive offices including zip code)








**(310)
      277-4887**


(Registrant's
      telephone number, including area code)








**16501
      VENTURA BOULEVARD**


**SUITE
      514**


**ENCINO,
      CALIFORNIA 91436**


(Former
      Name or Former Address, if Changed Since Last Report)








Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days.  Yes o    **No
x**





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





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
















**PART
      II – OTHER INFORMATION**








**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**




In
        accordance with a private placement memorandum dated February 1, 2007 (the
        “PPM”), all American Pet Company, Inc. (the “Company”) sold 248,000 shares of
        its common stock at $.50 per share for an aggregate amount of $124,000. The
        PPM
        provided protection for investors from dilution from the sale by the Company
        of
        its common stock at prices less than $.50 per share prior to August 1, 2007.
        The
        investors are permitted to exchange their entire investment for an investment
        in
        any such future financing by the Company in the same amount as the investor
        invested in the PPM. Between the close of the PPM and August 1, 2007, the
        Company sold shares of its common stock at $.10 per share. Therefore, under
        the
        terms and conditions of the PPM, the PPM investors are permitted to adjust
        the
        price of there investment from $.50 to $.10 per share by receiving additional
        shares of common stock. The Company is currently in the process of issuing
        an
        additional 992,000 shares of its common stock to the investors of the
        PPM.





**SIGNATURES**








In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.











**All
      American Pet Company, Inc.**


Registrant








Dated:
                December 13, 2007
            **/s/
                Barry Schwartz**Barry
                SchwartzChief
                Executive Officer; Chief Financial Officer and Principal Accounting
                Officer







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