content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) July 10, 2007
                                                   -------------
  
  
                               Acacia Automotive, Inc.
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          (Exact name of small business issuer as specified in its charter)
  
  
  Texas                              1-14088                       75-2095676
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  (State or other jurisdiction       (Commission File          (I.R.S.Employer
  of incorporation)                      Number)               Identification No.)
  
  3512 E. Silver Springs Boulevard - #243                           34470
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  (Address of principal executive offices)                       (Zip Code)
  
  
  (Registrant's telephone number, including area code: (352) 502-4333
  
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  (Former name, former address and former fiscal year, if changed since last
  report)
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [  ] Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
  
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)
  
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
  
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  <PAGE>
  
  
  Item 2.01. Completion of Acquisition or Disposition of Assets.
  
  On July 10, 2007, the registrant completed the acquisition of all of the assets
  of Augusta Auto Auction, Inc. which conducted its business under the name
  Augusta Auto Auction and previously Hilltop Auto Auction. The registrant issued
  500,000 shares of its Common Stock and a warrant to purchase 50,000 shares of
  Common Stock for the assets. The warrant has a term of five years and an
  exercise price of $1.00. In addition, the registrant issued to two individuals a
  warrant to purchase 75,000 shares of Common Stock upon the same terms in
  consideration of entering into a non-compete agreement.
  
  The registrant's business is set forth in Item 1. Business. of the registrant's
  annual report on Form 10-KSB for the year ended December 31, 2006.
  
  History of Augusta Auto Auction
  
  Augusta Auto Auction, Inc. (the "Auction") is an automotive auction located in
  North Augusta, South Carolina, part of the Augusta, Georgia, metropolitan area,
  and is located three miles from the center of that city. The auction was
  originally formed and operated for many years in its present location as Hilltop
  Auto Auction. In 2002 the group from which the registrant purchased the auction
  formed Augusta Auto Auction, Inc. after acquiring it from the owners of Hilltop
  Auto Auction.
  
  Acacia Automotive formed a new South Carolina corporate subsidiary in July of
  2007 which acquired the assets of Augusta Auto Auction. The new corporation is
  named Acacia Augusta Vehicle Auction, Inc. d/b/a Augusta Auto Auction, Inc.
  
  Business of the Auction
  
  The Auction sells whole car and salvage vehicles for automotive dealers and
  commercial concerns. It also has the contract to sell vehicles and equipment for
  the U.S. Marshals Service in the South Carolina area, primarily offering
  confiscated vehicles and other units for them. Dealers and other qualified
  buyers attend the weekly auctions and bid on offered units. The highest bidder
  owns the vehicle, subject to any limiting reserve prices established by the
  owner/seller of the unit(s). In most cases, the buyers and sellers of the units
  pick up and deliver them to the Auction property, but the Auction does provide
  some transport services, generally for a fee.
  
  The Auction generates revenues from fees for its services, including buyer fees,
  seller fees, transportation fees, title fees, draft and floor plan fees,
  reconditioning fees, and more. Augusta Auto Auction relies upon the efforts of
  its management for sales and marketing, but anticipates adding additional
  personnel in the future to increase the scope of those operations.
  
  The Auction markets its activities through its employees.
  
  Competition
  
  There are at least eleven auto auctions in operation in Georgia, and there are
  another six or more in South Carolina. Comparatively Florida has at least 26
  automotive auctions.
  
  The two largest whole-car national automobile auction companies, Mannheim Auto
  Auctions and ADESA, have a total of three auctions in Georgia, all near Atlanta,
  Georgia. While ADESA does not have an auction in South Carolina, Mannheim has
  one auction in Darlington, South Carolina. A smaller auction company, Auction
  Broadcasting Corporation, also has an auction near Atlanta, Georgia but none in
  South Carolina.
  
  In addition to those auction companies' operations, there are several other
  independent auto auctions, some specializing in sales of damaged or "salvage"
  units and perhaps one or more mobile auctions that will host on-site auctions at
  dealerships.
  
                                         1
  
  <PAGE>
  
  Employees
  
  The Auction employs eight full time and 17 part time people. The registrant plan
  to increase the number of employees, both part time and full time, as it expands
  its operations.
  
  Governmental Regulation
  
  The Company, as with most companies operating vehicle auctions, is subject to
  various permits and licenses. These include vehicle dealer licenses, auctioneer
  licenses, business permits and licenses, sales tax permits, and others. The
  registrant has obtained all permits necessary to function under the current
  South Carolina regulations.
  
  Management's Discussion and Analysis or Plan of Operation.
  
  Information regarding registrant's Discussion and Analysis or Plan of Operation
  is set forth in Item 6. Discussion and Analysis or Plan of Operation. of the
  registrant's Annual Report on Form 10-KSB for the year ended December 31, 2006.
  
  The acquisition of Augusta Auto Auction, Inc. is the first acquisition by the
  registrant in its plan to acquire several automobile auctions. The registrant
  closed a private placement of securities on June 25, 2007 in which the
  registrant raised $1,025,000 cash. The registrant does not believe that this
  amount is sufficient for its operations and additional acquisitions for the next
  twelve months and plans to raise additional capital over that period.
  
  Augusta Auto Auction.
  
  Net loss of the Augusta auction decreased to approximately $14,000 in calendar
  year 2006 compared to a net loss of approximately $130,151 in the prior year.
  With operating expenses being essentially unchanged between the two years
  ($691,985 in 2006 compared to $696,366 in 2005) the decrease in the loss is
  attributable to increased net fees earned. Net fees earned increased
  approximately $110,000 or 20% from 2005 to 2006, the increase coming from larger
  volume of sales through the auction and resultant buy/sell fees attached
  thereto.
  
  The Auction's net income increased almost $50,000 in the six month period ended
  June 30, 2007 to $61,513 from $12,465 in the same period in 2006. Revenues in
  the 2007 period were up approximately 20% to $454,385 compared to $377,508 in
  the earlier period with most of the 2007 revenue growth coming in the first
  quarter of this year, being $236,375 compared to $180,366 in the first quarter
  of 2006. While cost of fees earned increased to $56,022 in the 2007 six month
  period from $32,384 in the same period of 2006, an increase of approximately
  73%, other operating expenses were, nonetheless, flat.
  
  Description of Property
  
  The registrant has entered into a twelve month lease on the location where the
  Augusta Auto Auction has operated for several years. The lease term can be
  extended and currently has a monthly lease rate of $2,700. The facility consists
  of approximately five acres and houses two administrative buildings and a
  two-lane auction arena. The compound is fenced, and the registrant has recently
  installed an electrified security fence system as well as security systems in
  its building and arena. In addition to the main auction facility, the registrant
  also leases property which is used for additional customer parking and allows
  for parking of approximately 200 customer vehicles on sale days. This property
  is located directly across the street from the main facility and is leased on a
  month-to month basis for $100 per week.
  
  Information regarding registrant's other property is set forth in Item 2.
  Description of Property on Form 10-KSB for the year ended December 31, 2006.
  
  Security Ownership of Certain Beneficial Owners and Management.
  
  The following table sets forth as of July 10, 2007, the ownership of Common
  Stock by (i) each person known by the Company to be the beneficial owner of more
  than five percent of the Company's Common Stock, (ii) each director of the
  
                                         2
  
  <PAGE>
  
  Company, and (iii) all directors and officers as a group. Except as otherwise
  indicated, each stockholder identified in the table possesses sole voting and
  investment power with respect to its or his shares.
  
                                                  Shares Owned
  Name and Address of                          No. of
  Beneficial Owner                             Shares             Percent
  -------------------                        ----------           -------
  Steven L. Sample (1)                        7,000,000            58.3%
  Danny Gibbs (2)                                62,500             0.5%
  Tony Moorby                                   500,000             4.2%
  Patricia Ann Arnold (2)                             -             -
  James C. Hunter (2)                                 -             -
  V. Weldon Hewitt (2)                                -             -
  David Bynum (2)                                     -             -
  Gwendolyn G. Sample(2)(3)                   1,707,000            14.2%
  All directors and officers                  7,562,500            63.0%
  as a group (seven persons)
  
  ------------------------------------
  
  (1) Excludes warrants to purchase 1,425,000 shares of common stock of which
  425,000 are presently exercisable for $1.00 per share.
  
  (2) Excludes options to acquire 10,000 shares of Common Stock each for Ms.
  Arnold and Messrs Gibbs, Hunter and Hewitt and 5,000 shares for Ms. Sample, all
  of which may be acquired for $0.01 per share and options to acquire 10,000
  shares of Common Stock which Mr. Bynum has the right to purchase for $0.875 per
  share.
  
  (3) Gwendolyn Sample is the spouse of Steven L. Sample who disclaims any
  beneficial interest in the shares owned by Ms. Sample.
  
           Unless otherwise indicated, the address for each of the above named
  individuals is 3512 East Silver Springs Blvd. - #243, Ocala, FL 34470.
  
  Directors and Executive Officers, Promoters and Control Persons.
  
  Information regarding registrant's Directors and Executive Officers, Promoters
  and Control Persons is set forth in Item 9. Directors, Executive Officers,
  Promoters and Control Persons; Compliance With Section 16(a) of the Exchange
  Act. of the registrant's annual report on Form 10-KSB for the year ended
  December 31, 2006.
  
  On May 16, 2007, the registrant named David Bynum to its board of directors.
  Since 2006 Mr. Bynum has been a manager of Bynum Properties which is involved in
  residential and commercial leasing and custom home construction. From October
  2000 through April 2006, Mr. Bynum was employed by ADESA Corporation, a publicly
  held national automobile auction company. Initially Mr. Bynum was a Regional
  Vice President of Operations and in January 2004 was named National Director
  Heavy Truck and Equipment Sales. For the twelve years prior to 2000, Mr. Bynum
  served as General Manager of Southern States Vehicle Auction in Atlanta, Georgia
  under the ownership of ADT Automotive (previously Anglo-American Auto Auctions)
  before it was sold to Manheim Auction.
  
  Executive Compensation
  
  Information regarding Executive Compensation of the registrant is set forth in
  Item 10. Executive Compensation. of the registrant's annual report on Form
  10-KSB for the year ended December 31, 2006.
  
                                         3
  <PAGE>
  
  With the closing of the registrant's private placement, described in its Current
  Report on Form 8-K filed July 5, 2007, the Company paid accrued salaries to its
  executives.
  
  Certain Relationships and Related Transactions and Director Independence.
  
  Information regarding Certain Relationships and Related Transactions of the
  registrant legal proceedings is set forth in Item 12. Certain Relationships and
  Related Transactions. of the registrant's annual report on Form 10-KSB for the
  year ended December 31, 2006.
  
  Danny R. Gibbs, James C. Hunter, V. Weldon Hewitt, and David Bynum are
  independent directors as defined in Section 121A of the Company Guide of the
  American Stock Exchange.
  
  Description of Securities
  
  Information describing registrant's securities is set forth under the caption
  "Description of Capital Stock" in the registrant's January 2007 definitive proxy
  statement.
  
  Holders of the registrant's Series A Preferred Stock have agreed to convert all
  such shares to Common Stock and there will thereafter be no more shares of
  Series A Preferred Stock or any other Preferred Stock issued and outstanding.
  
  Following completion of the acquisition of the Augusta Auto Auction, there were
  12,012,524 shares of Common Stock issued and outstanding. With respect to the
  number of warrants and options outstanding, see Market Price of and Dividends on
  the Registrant's Common Equity and Related Stockholder Matters; Summary of
  Equity Compensation Plans below.
  
  There are presently 45,000 shares reserved for issuance pursuant to the
  registrant's stock option plan and 1,856,000 shares reserved for issuance
  pursuant to warrants granted by the registrant. See Security Ownership of
  Certain Beneficial Owners and Management and Market Price of and Dividends on
  the Registrant's Common Equity and Related Stockholder Matter. herein.
  
  Market Price of and Dividends on the Registrant's Common Equity and Related
  Stockholder Matters.
  
  Information regarding registrant's Market Price of and Dividends on the
  Registrant's Common Equity and Related Stockholder Matters is set forth in Item
  5. Market for Common Equity and Related Stockholder Matters. of the registrant's
  annual report on Form 10-KSB for the year ended December 31, 2006.
  
  We are presently traded in the pink sheets under the symbol ACCA. The following
  table sets forth information as reported by the National Association of
  Securities Dealers Composite Feed or Other Qualified Interdealer Quotation
  Medium for the high and low bid and ask prices for each of the quarters ending
  March 31, 2007, and June 30, 2007, and does reflect the one for eight reverse
  stock split effected February 19, 2007.
  <TABLE>
  <CAPTION>
  
                                         Closing Bid                                          Closing Ask
                                    High              Low                               High               Low
  Quarters ending in 2007           -----            ------                             -----             -----
  <S>                               <C>              <C>                                <C>               <C>
        Jan 3 thru Feb 19*          $0.05            $0.015                             $0.07             $0.03
        Feb 20 thru Mar 30           1.50             0.30                               2.00              0.75
        June 30                      1.80             0.55                               2.00              0.58
  </TABLE>
  
  
  *Effective February 19, 2007, the registrant effected a one for eight reverse
  stock split.
  
  The following table summarizes the number of shares issued under a variety of
  plans to investors, executive officers and directors.
  
                                         4
  <PAGE>
  
                        SUMMARY OF EQUITY COMPENSATION PLANS
  <TABLE>
  <CAPTION>
  
                                                                     Number of        Weighted
                                                                 Securities to be      Average          Number of
                                                                    Issued Upon    Exercise Price      Securities
                                                                   Exercise of           of             Remaining
                                                                    Outstanding      Outstanding      Available for
                                                                   Options and       Options and         Future
                                  Plan Description                   Warrants         Warrants          Issuance
                    ------------------------------------------  -------------------  --------------  ----------------
  <S>                                                                    <C>             <C>             <C>
                     Warrants not approved by stockholders               1,856,000       $2.08           1,856,000
                     Grants Under Compensation Plans Not
                        Approved by shareholders                            55,000       $0.16             475,000
                                                                         ---------                       ---------
                     Totals                                              1,951,000       $1.98           2,331,000
  </TABLE>
  
  
  Legal Proceedings
  
  Information regarding registrant's legal proceedings is set forth in Item 4.
  Legal Proceeding. of the registrant's annual report on Form 10-KSB for the year
  ended December 31, 2006.
  
  Changes in and Disagreements with Accountants.
  
  None.
  
  Recent Sales of Unregistered Securities.
  
  The securities issued in connection with the acquisition of the assets of
  Augusta Auto Auction, Inc. are described in the first paragraph of this Item
  2.01. The issuance of these shares was exempt from registration under the
  Securities Act pursuant to Section 4(2) thereunder as transactions not involving
  a public offering.
  
  Indemnification of Directors and Officers.
  
  Information regarding indemnification of the registrant's officers and directors
  is set forth in under Item 5.01. Changes in Control of Registrants and in Part
  II thereof under Item 5. Indemnification of Directors and Officers. of the
  registrant's current report on Form 8-K filed December 8, 2006.
  
  
  
  
  
  
  
                                         5
  <PAGE>
  
  
  
  
  
                             Augusta Auto Auction, Inc.
                                FINANCIAL STATEMENTS
                             December 31, 2006 AND 2005
  
  
  
  
  
  
  
  
                                  TABLE OF CONTENTS
  
  
                                                                          PAGE
  
  INDEPENDENT AUDITORS' REPORT ...........................................1
  
  FINANCIAL STATEMENTS:
  
    Balance Sheets .......................................................2
  
    Statements of Operations and Retained Deficit ........................3
  
    Statements of Cash Flows .............................................4
  
  NOTES TO FINANCIAL STATEMENTS ..........................................5-6
  
  
  
  
  
  
  <PAGE>
  
  
  -------------------
  
  SEROTTA
  -------------------
  
  MADDOCKS
  -------------------
  
  EVANS & CO., CPA'S
  -------------------
  
  A Professional Corporation
  -------------------
  [GRAPHIC OMITTED][GRAPHIC OMITTED]
  
  -------------------------------------------------------------------------------
  
  701 Greene Street, Suite 200 / Augusta, GA 30901-2322 Telephone (706) 722-5337
  Telefax (706) 724-FAXX (3299)
  
  
  To the Board of Directors
  Augusta Auto Auction, Inc.
  Augusta, Georgia
  
  We have audited the accompanying balance sheets of Augusta Auto Auction, Inc. as
  of December 31, 2006 and 2005, and the related statements of operations and
  retained deficit and cash flows for the years then ended. 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 auditing standards generally accepted
  in the United States of America. Those standards require that we perform the
  audit 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 Augusta Auto Auction, Inc. as
  of December 31, 2006 and 2005 and the results of its operations and its cash
  flows for the years then ended in conformity with accounting principals
  generally accepted in the Unites States of America.
  
  
  [GRAPHIC OMITTED][GRAPHIC OMITTED]
  SEROTTA MADDOCKS EVANS & CO., CPA'S
  
  Augusta, Georgia
  June 29, 2007
  
  
  
                                        F- 1
  <PAGE>
  
  
                             AUGUSTA AUTO AUCTION, INC.
                                   BALANCE SHEETS
                             DECEMBER 31, 2006 AND 2005
  <TABLE>
  <CAPTION>
  
  
                                                                                    2006                  2005
                                                                             ------------------    ------------------
  
  ASSETS
  CURRENT ASSETS
  <S>                                                                        <C>                   <C>
     Accounts receivable, net of allowance for doubtful                      $           38,933    $           32,133
       accounts of $12,790 for 2006 and $10,710 for 2005
     Other receivables                                                                    5,363                 6,120
                                                                               ----------------      ----------------
  
  Total Current Assets                                                                   44,296                38,253
  
  EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                             204,784               235,530
  
  OTHER ASSETS
     Organizational costs, net of amortization of $4,822
       for 2006 and $3,770 for 2005                                                         438                 1,490
                                                                               ----------------      ----------------
  
                                                                             $          249,518    $          275,273
                                                                               ================      ================
  
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Overdraft                                                               $           18,373    $           82,742
     Accounts payable and accrued expenses                                               32,240                   755
     Line of credit                                                                      24,000                  -
     Note payable                                                                          -                    2,983
                                                                               ----------------      ----------------
  
  Total Current Liabilities                                                              74,613                86,480
                                                                               ----------------      ----------------
  
  STOCKHOLDERS' EQUITY
  Common stock, $1 par value, 500 shares
  authorized, 500 shares issued and outstanding                                             500                   500
  Additional paid-in capital                                                            803,152               803,152
  Retained deficit                                                                     (628,747)             (614,859)
                                                                               ----------------      ----------------
  
  Total Stockholders' Equity                                                            174,905               188,793
                                                                               ----------------      ----------------
  
                                                                             $          249,518    $          275,273
                                                                               ================      ================
  </TABLE>
  
  
  
  
  
  
                       SEE NOTES TO THE FINANCIAL STATEMENTS
                                         -2-
  <PAGE>
  
  
  
                             AUGUSTA AUTO AUCTION, INC.
                    STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
                       YEARS ENDED DECEMBER 31, 2006 AND 2005
  <TABLE>
  <CAPTION>
  
  
                                                                                    2006                  2005
                                                                             ------------------    ------------------
  
  FEES EARNED
  <S>                                                                          <C>                   <C>
     Buyers fees                                                               $        252,409      $        212,936
     Sellers fees                                                                       387,032               309,474
     Storage fees                                                                        78,819                56,928
     Other fees                                                                          38,850                31,778
                                                                               ----------------      ----------------
  
       Total Revenue                                                                    757,110               611,116
  
  COST OF FEES EARNED                                                                    79,013                44,901
                                                                               ----------------      ----------------
  
  
     NET FEES EARNED                                                                    678,097               566,215
                                                                               ----------------      ----------------
  
  OTHER OPERATING EXPENSES
     Payroll and related                                                                350,185               369,010
     Security                                                                            61,466                52,974
     Insurance                                                                           36,521                33,470
     Rent                                                                                34,900                37,600
     Depreciation and amortization                                                       33,434                37,870
     Travel and entertainment                                                            28,090                24,019
     Employee benefits                                                                   25,754                23,628
     Utilities                                                                           25,197                22,348
     Maintenance                                                                         23,019                31,071
     Professional fees                                                                   16,517                13,606
     Advertising and promotional                                                         16,075                12,847
     Bad debt                                                                             7,035                11,352
     Tax and licenses                                                                     8,113                 4,455
     Office supplies                                                                      5,561                 3,726
     Dues and subscriptions                                                               4,892                 4,852
     Other expenses                                                                      15,226                13,538
                                                                               ----------------      ----------------
  
  Total Other Operating Expenses                                                        691,985               696,366
  
  Net Income (Loss)                                                                     (13,888)             (130,151)
  
  Retained Deficit, beginning of year                                                  (614,859)             (484,708)
                                                                               ----------------      ----------------
  
  Retained Deficit, end of year                                                $       (628,747)     $       (614,859)
                                                                               ================      ================
  </TABLE>
  
  
  
  
  
                       SEE NOTES TO THE FINANCIAL STATEMENTS
                                         -3-
  <PAGE>
  
  
                             AUGUSTA AUTO AUCTION, INC.
                              STATEMENTS OF CASH FLOWS
                       YEARS ENDED DECEMBER 31, 2006 AND 2005
  <TABLE>
  <CAPTION>
  
  
                                                                                    2006                  2005
                                                                             ------------------    ------------------
  
  Cash flows from operating activities
  <S>                                                                        <C>                   <C>
     Net loss                                                                $          (13,888)   $         (130,151)
     Adjustments to reconcile net income (loss) to net cash
       provided (used) by operating activities:
     Depreciation and amortization                                                       33,434                37,871
     (Increase) decrease in trade receivables                                            (8,123)              (11,963)
     Increase (decrease) in overdraft                                                   (64,369)              (41,091)
     Increase (decrease) in accounts payable                                             31,485                  (216)
                                                                             ------------------    ------------------
  
  Net cash used by operating activities                                                 (21,461)             (145,550)
                                                                             ------------------    ------------------
  
  Cash flows from investing activities
     Payments for the purchase of equipment and
       leasehold improvements                                                            (1,636)                 -
                                                                             ------------------    ------------------
  
         Net cash used by investing activities                                           (1,636)                 -
                                                                             ------------------    ------------------
  
  Cash flows from financing activities
     Net Increase (decrease) in line of credit                                           24,000                (9,351)
     Payments on notes payable                                                           (2,983)               (2,840)
     Proceeds from additional paid-in capital                                                 -                75,000
                                                                             ------------------    ------------------
  
  Net cash provided by financing activities                                              21,017                62,809
                                                                             ------------------    ------------------
  
  Net increase (decrease) in cash and cash equivalents                                     -                     -
  
  Cash and cash equivalents, beginning of year                                             -                     -
                                                                             ------------------    ------------------
  
  Cash and cash equivalents, end of year                                     $             -       $             -
                                                                             ==================    ==================
  </TABLE>
  
  
  
  
  
                       SEE NOTES TO THE FINANCIAL STATEMENTS
                                         -4-
  <PAGE>
  
                             AUGUSTA AUTO AUCTION, INC.
                            NOTES TO FINANCIAL STATEMENTS
  
  NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  NATURE OF BUSINESS - The Company operates an auto auction in the Augusta,
  Georgia area from a leased facility located in North Augusta, South Carolina.
  
  CASH AND CASH EQUIVALENTS - For the purpose of the statement of cash flows, the
  Company considers all short-term investment instruments purchased with a
  maturity of three months or less to be cash equivalents.
  
  DEPRECIATION - Depreciation of property and equipment is based upon the
  estimated useful lives of the assets and is computed principally by the double
  declining method. Estimated useful lives are 15 years for leasehold
  improvements, 5-7 years for office equipment, 7-15 years for shop equipment, and
  5-10 years for company vehicles.
  
  Maintenance and repairs of property and equipment are charged to operations and
  major improvements are capitalized. It is the Company's policy to capitalize all
  items with an estimated useful life extending beyond one year.
  
  INCOME TAXES - The Company has elected to be taxed under the provisions of
  Subchapter S of the Internal Revenue Code. Under those provisions the
  stockholder is liable for individual federal and state income taxes on the
  Company's taxable income. Therefore no provision or liability for federal income
  taxes has been included in the financial statements.
  
  ACCOUNTS RECEIVABLE - Accounts receivable are reported at the amount management
  expects to collect from outstanding balances. Differences between the amount due
  and the amount management expects to collect are reported in the results of
  operations of the year in which those differences are determined, with an
  offsetting entry to a valuation allowance for trade accounts receivable.
  Balances that are still outstanding after management has used reasonable
  collection efforts are written off through a charge to the valuation allowance
  and a credit to trade accounts receivable.
  
  USE OF ESTIMATES - Management uses estimates and assumptions in preparing
  financial statements. These estimates and assumptions affect the reported
  amounts of assets and liabilities, the disclosure of contingent assets and
  liabilities, and the reported revenues and expenses.
  
  REVENUE RECOGNITION - Revenues are derived from collection of fees for a variety
  of services provided to customers including buyer fees, seller fees, storage
  fees, transport fees and others. The Company does not inventory or hold title to
  the vehicles that are bought or sold through the auction process.
  
  ADVERTISING - The Company expenses advertising costs as they are incurred.
  Advertising expense was $16,075 and $12,847 for the periods ending December 31,
  2006 and 2005, respectively.
  
  
  
                                         -5-
  <PAGE>
  
  NOTE 2 - RELATED PARTY TRANSCASTIONS
  
  Some of the owners of the Company are also owners of Bobby Jones Ford, Inc. Fees
  charged to Bobby Jones Ford, Inc. were $36,430 and $ 29,370 for the years ended
  December 31, 2006 and 2005, respectively.
  
  
  NOTE 3 - EQUIPMENT AND LEASEHOLD IMPROVEMENTS
  
  At December 31, 2006 and 2005 equipment and leasehold improvements consist of
  the following:
  <TABLE>
  <CAPTION>
  
                                                                     2006                    2005
                                                              -----------------       -----------------
  
  <S>                                                           <C>                     <C>
  Leasehold improvements                                        $       286,918         $       286,918
  Office equipment                                                       83,075                  83,075
  Company vehicles                                                       34,775                  34,775
  Shop equipment                                                          9,260                   7,625
                                                                ---------------         ---------------
  Total equipment and leasehold improvements                            414,028                 412,393
  Less accumulated depreciation                                         209,244                 176,863
                                                                ---------------         ---------------
  Net equipment and leasehold improvements                      $       204,784         $       235,530
                                                                ===============         ===============
  </TABLE>
  
  
  Depreciation expense was $32,381 for 2006 and $36,818 for 2005.
  
  
  NOTE 4 - DEBT FINANCING
  
  Debt at December 31, 2006 consisted of a line of credit with a local bank. The
  line of credit is for $100,000 and bears interest at a rate of prime plus .75%.
  The outstanding balance on the line was $24,000 at December 31, 2006. The line
  of credit agreement was renegotiated in December 2006 and was extended until
  December 31, 2007.
  
  
  NOTE 5 - OPERATING LEASE AGREEMENTS
  
  The Company rents its facilities from a third party. The lease is dated June 1,
  2003, and terminates May 31, 2008. Rent expense for 2006 and 2005 was $32,400
  and $32,400, respectively.
  
  Future minimum lease payments are as follows:
                                       2007                   $      32,400
                                       2008                          13,500
                                                              --------------
  
                                                              $      45,900
  
  
  
                                        -6-
  <PAGE>
  
  
                               Acacia Automotive, Inc.
                         (Formerly Gibbs Construction, Inc.)
                           Pro-Forma Financial Information
                         June 30, 2007 and December 31, 2006
  
  
  Effective July 10, 2007, Acacia Automotive, Inc. acquired substantially all of
  the operating assets and liabilities of Augusta Auto Auction, Inc. for a total
  of 500,000 shares of its common stock and 50,000 stock warrants.
  
  Augusta Auto Auction, Inc. operates an auto auction in the Augusta, Georgia area
  from a leased facility located in North Augusta, South Carolina.
  
  The June 30, 2007 pro-forma balance sheet assumes the merger took place on June
  30, 2007. The June 30, 2007 statement of operations assumes the merger took
  place on January 1, 2007 and the December 31, 2006 statement of operations
  assumes the merger took place on January 1, 2006.
  
  
  The accompanying pro-forma balance sheet of Acacia Automotive, Inc. as of June
  30, 2007, and the related pro-forma statements of operations for the six months
  ended June 30, 2007 and the year ended December 31, 2006 were not audited.
  
  
  
  
  
  
  <PAGE>
  
  
                               ACACIA AUTOMOTIVE, INC.
                         (FORMERLY GIBBS CONSTRUCTION, INC.)
                        CONSOLIDATED PRO-FORMA BALANCE SHEET
                                    JUNE 30, 2007
                                      UNAUDITED
  
  <TABLE>
  <CAPTION>
  
                                                             Acacia
                                        Augusta Auto       Automotive,        Combined         Combining       Consolidated
                                        Auction, Inc.         Inc.             Totals         Adjustments     Balances
                                        -------------    --------------    -------------      -----------     ---------------
    ASSETS
    CURRENT ASSETS
  <S>                                   <C>              <C>               <C>            <C> <C>             <C>
       Cash                             $     120,579    $      875,521    $     996,100  a       (120,579)   $       875,521
       Accounts receivable, net                 3,028                 -            3,028  a         (3,028)                 -
                                         ------------     -------------     ------------      ------------     --------------
  
           Total Current Assets               123,607           875,521          999,128                              875,521
  
    PROPERTY AND
       EQUIPMENT, net                         191,823            24,983          216,806  b       (157,017)            59,789
  
    OTHER ASSETS
       Organizational costs, net                  219                 -              219  a           (219)                 -
       Customer list                                -                 -                -  b        375,000            375,000
       Goodwill                                     -                 -                -  c        427,929            427,929
                                         ------------     -------------     ------------      ------------     --------------
  
                                        $     315,649    $      900,504    $   1,216,153                      $     1,738,239
                                         ============     =============      ===========                       =============
  
    LIABILITIES AND
       STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
       Accounts payable and accrued
           expenses                     $      77,821    $       95,828    $     173,649  a        (71,648)   $       102,001
       Accrued liabilities                      1,409           414,894          416,303  a         (1,409)           414,894
                                         ------------     -------------     ------------                       --------------
  
         Total Current Liabilities             79,230           510,722          589,952                              516,895
                                         ------------     -------------     ------------                       --------------
  
    STOCKHOLDERS' EQUITY
       Common stock                               500            11,423           11,923  a           (500)            11,923
                                                                                          d            500
       Additional paid-in capital             803,152         8,176,692        8,979,844  a       (803,152)         9,007,754
                                                                                          d        831,062
       Retained deficit                      (567,233)       (7,798,333)      (8,365,566) e        567,233         (7,798,333)
                                         ------------     -------------     ------------      ------------     --------------
  
           Total Stockholders' Equity         236,419           389,782          626,201                            1,221,344
                                         ------------     -------------     ------------                       --------------
  
                                        $     315,649    $      900,504    $   1,216,153                      $     1,738,239
                                         ============     =============      ============                       =============
  </TABLE>
  
  
    a     Special distribution of assets and liabilities retained by Augusta Auto
          Auction, Inc.
    b     Adjustment of purchased assets to fair market value
    c     Excess of purchase price over fair market value of assets and
          liabilities assumed
    d     Issuance of stock and stock warrants to sellers
    e     Elimination of Augusta Auto Auction, Inc.'s prior retained deficit
  
  
  
  <PAGE>
  
  
                               ACACIA AUTOMOTIVE, INC.
                         (FORMERLY GIBBS CONSTRUCTION, INC.)
                   CONSOLIDATED PRO-FORMA STATEMENT OF OPERATIONS
                           SIX MONTHS ENDED JUNE 30, 2007
                                      UNAUDITED
  
  <TABLE>
  <CAPTION>
  
                                                             Acacia
                                        Augusta Auto       Automotive,        Combined         Combining       Consolidated
                                        Auction, Inc.         Inc.             Totals         Adjustments     Balances
                                        -------------    --------------    -------------      -----------     ---------------
    REVENUES
  <S>                                   <C>              <C>               <C>                      <C>       <C>
       Buyers fees                      $     169,150    $            -    $     169,150                      $       169,150
       Sellers fees                           239,354                 -          239,354                              239,354
       Other revenues                          46,503             2,944           49,447                               49,447
                                         ------------     -------------     ------------                       --------------
  
           Total Revenues                     455,007             2,944          457,951                              457,951
  
    COST OF FEES EARNED                        56,022                 -           56,022                               56,022
                                         ------------     -------------     ------------                       --------------
  
       Net Revenues Earned                    398,985             2,944          401,929                              401,929
                                         ------------     -------------     ------------                       --------------
  
    OPERATING EXPENSES
       Employee compensation                  125,767         1,221,765        1,347,532                            1,347,532
       General and administrative             198,523            87,061          285,584                              285,584
       Depreciation and amortization           13,181             3,644           16,825            12,500             29,325
       Beneficial conversion
           of Preferred Stock                       -           500,000          500,000                              500,000
                                         ------------     -------------     ------------                       --------------
  
           Total Operating Expenses           337,471         1,812,470        2,149,941                            2,162,441
                                         ------------     -------------     ------------                       --------------
  
    Net income (loss) before taxes             61,514        (1,809,526)      (1,748,012)                          (1,760,512)
  
    Income tax expense                              -                 -                -                                    -
                                         ------------     -------------     ------------                       --------------
  
    Net income (loss)                   $      61,514    $   (1,809,526)   $  (1,748,012)                     $    (1,760,512)
                                         ============     =============     ============                       ==============
  
  
    PRO-FORMA EARNINGS PER SHARE
  
       Pro-forma net loss                                                                                     $    (1,760,512)
  
       Pro-forma weighted average
            shares outstanding                                                                                     10,861,808
                                                                                                               --------------
  
       Pro-forma basic and diluted earnings per share                                                         $        (0.16)
                                                                                                               ==============
  </TABLE>
  
  
  
  
  <PAGE>
  
  
                               ACACIA AUTOMOTIVE, INC.
                         (FORMERLY GIBBS CONSTRUCTION, INC.)
                   CONSOLIDATED PRO-FORMA STATEMENT OF OPERATIONS
                            YEAR ENDED DECEMBER 31, 2006
                                      UNAUDITED
  
  <TABLE>
  <CAPTION>
  
                                                             Acacia
                                        Augusta Auto       Automotive,        Combined         Combining       Consolidated
                                        Auction, Inc.         Inc.             Totals         Adjustments     Balances
                                        -------------    --------------    -------------      -----------     ---------------
    REVENUES
  <S>                                   <C>              <C>               <C>                      <C>       <C>
       Buyers fees                      $     252,409    $            -    $     252,409                      $       252,409
       Sellers fees                           387,032                 -          387,032                              387,032
       Other revenues                         117,669                 -          117,669                              117,669
                                         ------------     -------------     ------------                       --------------
  
           Total Revenues                     757,110                 -          757,110                              757,110
  
    COST OF FEES EARNED                        79,013                 -           79,013                               79,013
                                         ------------     -------------     ------------                       --------------
  
       Net Revenues Earned                    678,097                 -          678,097                              678,097
                                         ------------     -------------     ------------                       --------------
  
    OPERATING EXPENSES
       Employee compensation                  242,357           215,570          457,927                              457,927
       General and administrative             416,194           695,134        1,111,328                            1,111,328
       Depreciation and amortization           33,434             2,869           36,303            25,000             61,303
       Non-employee services                        -            31,400           31,400                               31,400
                                         ------------     -------------     ------------                       --------------
  
           Total Operating Expenses           691,985           944,973        1,636,958                            1,661,958
                                         ------------     -------------     ------------                       --------------
  
    Net loss before taxes                     (13,888)         (944,973)        (958,861)                            (983,861)
  
    Income tax expense                              -                 -                -                                    -
                                         ------------     -------------     ------------                       --------------
  
    Net loss                            $     (13,888)   $     (944,973)   $    (958,861)                     $      (983,861)
                                         ============     =============     ============                       ==============
  
    PRO-FORMA EARNINGS PER SHARE
       Pro-forma net loss                                                                                     $      (983,861)
  
       Pro-forma weighted average shares outstanding                                                                4,923,000
                                                                                                               --------------
  
       Pro-forma basic and diluted earnings per share                                                         $        (0.20)
                                                                                                                    =========
  </TABLE>
  
  
  
  
  
  
  
  <PAGE>
  
  NOTE 1 - BUSINESS COMBINATION
  
  On July 10, 2007, Acacia Automotive, Inc. ("Buyer") purchased certain assets and
  liabilities of Augusta Auto Auction, Inc. ("Seller") in exchange for 500,000
  shares of common stock and 50,000 stock warrants of the Buyer in order to expand
  operations in the automotive industry. Augusta Auto Auction, Inc. operates an
  auto auction in the Augusta, Georgia area from a leased facility located in
  North Augusta, South Carolina. The purchase was accounted for under the purchase
  method of accounting.
  
  The following table summarizes the amounts assigned to the assets acquired and
  the liabilities assumed at the date of acquisition:
  
               Property and equipment                           $       34,806
               Customer list                                           375,000
               Goodwill                                                427,929
                                                                 -------------
                   Total assets acquired                               837,735
                                                                 -------------
               Current liabilities                                      (6,173)
                                                                 -------------
                   Total liabilities assumed                            (6,173)
                                                                 -------------
                      Net assets acquired                       $      831,562
                                                                 =============
  
  
  NOTE 2 - SIGNIFICANT ASSUMPTIONS
  
  VALUATION OF ASSETS AND LIABILITIES ASSUMED - The values of assets and
  liabilities assumed as part of the above purchase were valued at estimated fair
  market value on the date of acquisition, July 10, 2007. These values were
  provided by management based on their experience and knowledge of the automotive
  industry.
  
  VALUATION OF STOCK - As part of the above business combination, the Seller
  received shares of the Buyer's common stock. The value of the Buyer's common
  stock was calculated using an average stock price based on the stock price ten
  days of volume before, and nine days of volume after the actual date of
  purchase, July 10, 2007.
  
  VALUATION OF STOCK WARRANTS - As part of the above business combination, stock
  warrants of the Buyer were issued to the Seller. The value of these warrants was
  calculated using the modified Black-Scholes-Merton model. The volatility used in
  this calculation was based on an average volatility of the Buyer's common stock
  price and that of several competitors. Assumptions used in the calculation
  included the following:
  
               Estimated volatility                               46.59%
               Expected life (years)                               2.5
               Expected dividend yield                             0.00%
               Risk-free rate of return                            5.00%
  
  
  
  <PAGE>
  
  
                             Augusta Auto Auction, Inc.
  
                                   Balance Sheets
  
                               March 31, 2007 and 2006
  <TABLE>
  <CAPTION>
  
                                                                    Mar 31, 07                Mar 31, 06
                                                                ------------------        ------------------
  
  ASSETS
     Current Assets
  <S>                                                           <C>                       <C>
       Cash                                                     $              761        $          (78,817)
       Accounts receivable, net                                             27,668                    47,388
       Other Current Assets                                                  3,190                        90
                                                                  ----------------          ----------------
  
     Total Current Assets                                                   31,619                   (31,339)
  
  Equipment and leasehold improvements, net                                198,303                   227,493
  
  Other Assets
     Organizational costs, net of amortization of
       $4,931 for 2007 and $4,033 for 2006                                     329                     1,227
                                                                  ----------------          ----------------
  
  TOTAL ASSETS                                                  $          230,250        $          197,382
                                                                  ================          ================
  
  
  LIABILITIES & EQUITY
     Liabilities
       Current Liabilities
         Accounts Payable and accrued expenses                              27,038                     2,621
                                                                  ----------------          ----------------
  
       Total Current Liabilities                                            27,038                     2,621
  
       Long Term Liabilities                                                     -                     1,912
                                                                  ----------------          ----------------
  
     Total Liabilities                                                      27,038                     4,533
  
     Equity
       Capital Stock                                                           500                       500
       Additional Paid In Capital                                          803,152                   803,152
       Retained Deficit                                                   (628,747)                 (614,860)
       Net Income                                                           28,307                     4,056
                                                                  ----------------          ----------------
     Total Equity                                                          203,213                   192,848
                                                                  ----------------          ----------------
  
  TOTAL LIABILITIES & EQUITY                                    $          230,250        $          197,382
                                                                  ================          ================
  </TABLE>
  
  
  
  
                                        Q - 1
  <PAGE>
  
                             Augusta Auto Auction, Inc.
  
                              Statements of Operations
  
                        Quarter Ended March 31, 2007 and 2006
  
  
                                                Jan - Mar 07     Jan - Mar 06
  Ordinary Income/Expense
     Income
       Buyer's Fees                           $       89,325    $      61,706
       Seller's Fees                                 125,483           91,829
       Storage Fees                                   16,650           18,993
       Other Fees                                      4,917            7,838
                                                 -----------      -----------
     Total Income                                    236,375          180,366
  
     Cost of Fees Earned                              26,736           12,277
                                                 -----------      -----------
  
       Net Fees Earned                               209,638          168,089
  
     Expense
       Salaries & Wages                               41,556           38,078
       Advertising                                       500              213
       Amortization Expense                              110              263
       Automobile Expense                              1,742            2,481
       Bank Service Charges                              835              891
       Computer Maintenance                            2,593            2,821
       Contributions                                     500                -
       Contract Labor                                 21,330           22,432
       Depreciation Expense                            6,481            8,037
       Dues & Subscriptions                            1,121            1,012
       Employee Benefits                                   -              287
       Employee Health Insurance                       6,710            6,194
       Equipment Maint. & Rental                       1,267            1,206
       Insurance Expense                              10,423            7,909
       Interest Expense                                  340               95
       Legal & Accounting                              3,085            4,655
       Meals & Entertainment                           2,127            2,594
       Miscellaneous                                     568            3,251
       Office Supplies                                 1,880              383
       Payroll Service                                   979              948
       Payroll Taxes                                   5,501            5,210
       Pest Control                                      112               56
       Postage                                         1,021              382
       Promotional Expense                             2,796            2,048
       Rent Expense                                    9,400            9,400
       Repairs & Maint. - Buildings                    1,232            1,256
       Security                                       19,619           10,673
       Supplies                                        3,719              292
       Taxes & Licenses                                1,064              919
       Telephone Expense                               3,034            2,701
       Travel Expense                                  2,724            1,842
       Vehicle Maintenance Exp.                        2,282              350
       Uniforms                                          345              383
       Utilities                                       3,333            3,759
                                                 -----------      -----------
     Total Expense                                   160,331          143,034
                                                 -----------      -----------
  
     Net Ordinary Income                              49,307           25,056
  
                                       Q - 2
  <PAGE>
  
  
     Other Income/Expense
       Other Expense
         Officer's Salary                             21,000           21,000
                                                 -----------      -----------
       Total Other Expense                            21,000           21,000
                                                 -----------      -----------
  
     Net Other Income                                (21,000)         (21,000)
                                                 -----------      -----------
  
  Net Income                                  $       28,307    $       4,056
                                                 ===========      ===========
  
                                        Q-3
  <PAGE>
  
  
                             Augusta Auto Auction, Inc.
                                   Balance Sheets
                               June 30, 2007 and 2006
  <TABLE>
  <CAPTION>
  
  
                                                           Jun 30, 07            Jun 30, 06
  ASSETS
     Current Assets
  <S>                                                  <C>                   <C>
       Cash                                            $          120,579    $          (11,596)
       Accounts Receivable                                          2,938                40,567
       Other Current Assets                                            90                    90
                                                         ----------------      ----------------
  
     Total Current Assets                                         123,607                29,061
  
  Equipment and leasehold improvements, net                       191,823               219,456
  
     Organizational costs, net of amortization of
       $5,041 for 2007 and $4,296 for 2006                            219                   964
                                                         ----------------      ----------------
  
  TOTAL ASSETS                                         $          315,649    $          249,482
                                                         ================      ================
  
  LIABILITIES & EQUITY
     Liabilities
       Current Liabilities
         Accounts Payable and accrued expenses                     77,821                46,230
         Other Current Liabilities                                  1,409                    82
                                                         ----------------      ----------------
  
       Total Current Liabilities                                   79,230                46,312
  
       Long Term Liabilities                                            -                 1,912
                                                         ----------------      ----------------
  
     Total Liabilities                                             79,230                48,224
  
     Equity
       Capital Stock                                                  500                   500
       Additional Paid In Capital                                 803,152               803,152
       Retained Deficit                                          (628,747)             (614,860)
       Net Income                                                  61,514                12,465
                                                         ----------------      ----------------
     Total Equity                                                 236,419               201,258
                                                         ----------------      ----------------
  
  TOTAL LIABILITIES & EQUITY                           $          315,649    $          249,482
                                                         ================      ================
  </TABLE>
  
  
  
  
  
                                        Q-4
  <PAGE>
  
  
                             Augusta Auto Auction, Inc.
  
                               Statement of Operations
  
                        Quarter Ended June 30, 2007 and 2006
  
  <TABLE>
  <CAPTION>
  
                                                            Apr - Jun 07        Apr - Jun 06
  Ordinary Income/Expense
       Income
  <S>                                                    <C>                 <C>
         Buyer's Fees                                    $         79,825    $      62,870
         Seller's Fees                                            113,870           97,585
         Storage Fees                                              15,522           20,895
         Other Fees                                                 8,793           15,792
                                                            -------------      -----------
       Total Income                                               218,010          197,142
  
     Cost of Fees Earned                                           29,286           20,107
                                                            -------------      -----------
  
       Net Fees Earned                                            188,724          177,035
  
       Expense
         Salaries & Wages                                          42,211           38,501
         Advertising                                                    -              384
         Amortization Expense                                         110              263
         Automobile Expense                                         2,418            1,272
         Bank Service Charges                                         149              415
         Computer Maintenance                                       3,365            1,945
         Contributions                                                  -               50
         Contract Labor                                            22,713           19,157
         Depreciation Expense                                       6,481            8,037
         Dues & Subscriptions                                         496              635
         Employee Health Insurance                                  6,710            6,195
         Equipment Maint. & Rental                                  1,282            1,494
         Insurance Expense                                          2,066           10,722
         Legal & Accounting                                         1,635            1,485
         Meals & Entertainment                                      2,409            3,311
         Miscellaneous                                              1,327            3,247
         Office Supplies                                              146            2,998
         Payroll Service                                              935              864
         Payroll Taxes                                              4,941            4,175
         Pest Control                                                  84               84
         Postage                                                      766              463
         Promotional Expense                                        4,586            6,261
         Rent Expense                                               9,400            9,400
         Repairs & Maint. - Buildings                                 841            1,542
         Security                                                   8,473           16,360
         Supplies                                                     901               27
         Taxes & Licenses                                              60              631
         Telephone Expense                                          2,851            2,329
         Travel Expense                                             2,801            1,557
         Vehicle Maintenance Exp.                                   1,531               63
         Uniforms                                                     356              346
         Utilities                                                  3,094            3,414
                                                            -------------      -----------
       Total Expense                                              135,139          147,626
                                                            -------------      -----------
  
  Net Ordinary Income                                              53,586           29,409
  
  Other Income/Expense
     Other Income
       Other Income                                                   620                -
                                                            -------------    -------------
     Total Other Income                                               620                -
  
                                        Q-5
  <PAGE>
  
     Other Expense
       Officer's Salary                                            21,000           21,000
                                                            -------------      -----------
     Total Other Expense                                           21,000           21,000
                                                            -------------      -----------
  
  Net Other Income                                                (20,380)         (21,000)
                                                            -------------      -----------
  
  Net Income                                             $         33,205    $       8,409
                                                            =============      ===========
  </TABLE>
  
  
  
  
                                        Q-6
  
  <PAGE>
  
  
                             Augusta Auto Auction, Inc.
                               Statement of Operations
                       Six Months Ended June 30, 2007 and 2006
  <TABLE>
  <CAPTION>
  
                                                      Jan - Jun 07              Jan - Jun 06
  Ordinary Income/Expense
       Income
  <S>                                            <C>                       <C>
         Buyer's Fees                            $       169,150           $       124,576
         Seller's Fees                                   239,353                   189,414
         Storage Fees                                     32,172                    39,888
         Other Fees                                       13,710                    23,630
                                                   -------------               -----------
       Total Income                                      454,385                   377,508
  
     Cost of Fees Earned                                  56,021                    32,384
  
         Expense
           Salaries & Wages                               83,767                    76,580
           Advertising                                       500                       598
           Amortization Expense                              219                       526
           Automobile Expense                              4,160                     3,753
           Bank Service Charges                              984                     1,307
           Computer Maintenance                            5,958                     4,766
           Contributions                                     500                        50
           Contract Labor                                 44,042                    41,589
           Depreciation Expense                           12,962                    16,074
           Dues & Subscriptions                            1,617                     1,647
           Employee Benefits                                   -                       287
           Employee Health Insurance                      13,421                    12,389
           Equipment Maint. & Rental                       2,549                     2,701
           Insurance Expense                              12,490                    18,632
           Interest Expense                                  340                        95
           Legal & Accounting                              4,720                     6,140
           Meals & Entertainment                           4,537                     5,905
           Miscellaneous                                   1,895                     6,498
           Office Supplies                                 2,026                     3,381
           Payroll Service                                 1,915                     1,812
           Payroll Taxes                                  10,442                     9,385
           Pest Control                                      196                       140
           Postage                                         1,786                       846
           Promotional Expense                             7,382                     8,309
           Rent Expense                                   18,800                    18,800
           Repairs & Maint. - Buildings                    2,073                     2,798
           Security                                       28,092                    27,033
           Supplies                                        4,621                       319
           Taxes & Licenses                                1,124                     1,550
           Telephone Expense                               5,886                     5,031
           Travel Expense                                  5,525                     3,400
           Vehicle Maintenance Exp.                        3,814                       413
           Uniforms                                          701                       730
           Utilities                                       6,427                     7,173
                                                   -------------             -------------
  
         Total Expense                                   295,470                   290,660
                                                   -------------             -------------
  
     Net Ordinary Income                                 102,894                    54,464
  
     Other Income/Expense
       Other Income
  
                                        Q-7
  
  <PAGE>
  
         Other Income                                        620                         -
                                                   -------------             -------------
       Total Other Income                                    620                         -
  
       Other Expense
         Officer's Salary                                 42,000                    42,000
                                                   -------------             -------------
       Total Other Expense                                42,000                    42,000
                                                   -------------             -------------
  
     Net Other Income                                    (41,380)                  (42,000)
                                                   -------------             -------------
  
  Net Income                                     $        61,514           $        12,465
                                                        ========                  ========
  </TABLE>
  
  
  
  
  
                                        Q-8
  <PAGE>
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf, thereby
  duly authorized.
  
  
  
      Date: August 23, 2007
                                       Acacia Automotive, Inc.
  
  
                                       /s/ Steven L. Sample
                                       ------------------------------------------
                                       Steven L. Sample, Chief Executive Officer
  
  
  
  
                                        Q-9
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8kjul.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 79070}]
metadata_filer: {"company-data": {"conformed-name": "ACACIA AUTOMOTIVE INC", "cik": "0001001463", "assigned-sic": "5010", "irs-number": "752095676", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14088", "film-number": "071076772"}, "business-address": {"street1": "3512 E SILVER SPRINGS BLVD - #243", "city": "OCALA", "state": "FL", "zip": "34470", "phone": "352-502-4333"}, "mail-address": {"street1": "3512 E SILVER SPRINGS BLVD - #243", "city": "OCALA", "state": "FL", "zip": "34470"}, "former-company": {"former-conformed-name": "GIBBS CONSTRUCTION INC", "date-changed": "19950927"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) July 10, 2007
                                                   -------------
  
                               Acacia Automotive, Inc.
  ------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  Texas                              1-14088                       75-2095676
  ------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission File          (I.R.S.Employer
  of incorporation)                      Number)               Identification No.)
  
  3512 E. Silver Springs Boulevard - #243                           34470
  ------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)
  
  (Registrant's telephone number, including area code: (352) 502-4333
  
  ------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
  report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [  ] Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
  
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)
  
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
  
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
  Item 2.01. Completion of Acquisition or Disposition of Assets.
  
  On July 10, 2007, the registrant completed the acquisition of all of the assets
  of Augusta Auto Auction, Inc. which conducted its business under the name
  Augusta Auto Auction and previously Hilltop Auto Auction. The registrant issued
  500,000 shares of its Common Stock and a warrant to purchase 50,000 shares of
  Common Stock for the assets. The warrant has a term of five years and an
  exercise price of $1.00. In addition, the registrant issued to two individuals a
  warrant to purchase 75,000 shares of Common Stock upon the same terms in
  consideration of entering into a non-compete agreement.
  
  The registrant's business is set forth in Item 1. Business. of the registrant's
  annual report on Form 10-KSB for the year ended December 31, 2006.
  
  History of Augusta Auto Auction
  
  Augusta Auto Auction, Inc. (the "Auction") is an automotive auction located in
  North Augusta, South Carolina, part of the Augusta, Georgia, metropolitan area,
  and is located three miles from the center of that city. The auction was
  originally formed and operated for many years in its present location as Hilltop
  Auto Auction. In 2002 the group from which the registrant purchased the auction
  formed Augusta Auto Auction, Inc. after acquiring it from the owners of Hilltop
  Auto Auction.
  
  Acacia Automotive formed a new South Carolina corporate subsidiary in July of
  2007 which acquired the assets of Augusta Auto Auction. The new corporation is
  named Acacia Augusta Vehicle Auction, Inc. d/b/a Augusta Auto Auction, Inc.
  
  Business of the Auction
  
  The Auction sells whole car and salvage vehicles for automotive dealers and
  commercial concerns. It also has the contract to sell vehicles and equipment for
  the U.S. Marshals Service in the South Carolina area, primarily offering
  confiscated vehicles and other units for them. Dealers and other qualified
  buyers attend the weekly auctions and bid on offered units. The highest bidder
  owns the vehicle, subject to any limiting reserve prices established by the
  owner/seller of the unit(s). In most cases, the buyers and sellers of the units
  pick up and deliver them to the Auction property, but the Auction does provide
  some transport services, generally for a fee.
  
  The Auction generates revenues from fees for its services, including buyer fees,
  seller fees, transportation fees, title fees, draft and floor plan fees,
  reconditioning fees, and more. Augusta Auto Auction relies upon the efforts of
  its management for sales and marketing, but anticipates adding additional
  personnel in the future to increase the scope of those operations.
  
  The Auction markets its activities through its employees.
  
  Competition
  
  There are at least eleven auto auctions in operation in Georgia, and there are
  another six or more in South Carolina. Comparatively Florida has at least 26
  automotive auctions.
  
  The two largest whole-car national automobile auction companies, Mannheim Auto
  Auctions and ADESA, have a total of three auctions in Georgia, all near Atlanta,
  Georgia. While ADESA does not have an auction in South Carolina, Mannheim has
  one auction in Darlington, South Carolina. A smaller auction company, Auction
  Broadcasting Corporation, also has an auction near Atlanta, Georgia but none in
  South Carolina.
  
  In addition to those auction companies' operations, there are several other
  independent auto auctions, some specializing in sales of damaged or "salvage"
  units and perhaps one or more mobile auctions that will host on-site auctions at
  dealerships.
  
                                         1
  Employees
  
  The Auction employs eight full time and 17 part time people. The registrant plan
  to increase the number of employees, both part time and full time, as it expands
  its operations.
  
  Governmental Regulation
  
  The Company, as with most companies operating vehicle auctions, is subject to
  various permits and licenses. These include vehicle dealer licenses, auctioneer
  licenses, business permits and licenses, sales tax permits, and others. The
  registrant has obtained all permits necessary to function under the current
  South Carolina regulations.
  
  Management's Discussion and Analysis or Plan of Operation.
  
  Information regarding registrant's Discussion and Analysis or Plan of Operation
  is set forth in Item 6. Discussion and Analysis or Plan of Operation. of the
  registrant's Annual Report on Form 10-KSB for the year ended December 31, 2006.
  
  The acquisition of Augusta Auto Auction, Inc. is the first acquisition by the
  registrant in its plan to acquire several automobile auctions. The registrant
  closed a private placement of securities on June 25, 2007 in which the
  registrant raised $1,025,000 cash. The registrant does not believe that this
  amount is sufficient for its operations and additional acquisitions for the next
  twelve months and plans to raise additional capital over that period.
  
  Augusta Auto Auction.
  
  Net loss of the Augusta auction decreased to approximately $14,000 in calendar
  year 2006 compared to a net loss of approximately $130,151 in the prior year.
  With operating expenses being essentially unchanged between the two years
  ($691,985 in 2006 compared to $696,366 in 2005) the decrease in the loss is
  attributable to increased net fees earned. Net fees earned increased
  approximately $110,000 or 20% from 2005 to 2006, the increase coming from larger
  volume of sales through the auction and resultant buy/sell fees attached
  thereto.
  
  The Auction's net income increased almost $50,000 in the six month period ended
  June 30, 2007 to $61,513 from $12,465 in the same period in 2006. Revenues in
  the 2007 period were up approximately 20% to $454,385 compared to $377,508 in
  the earlier period with most of the 2007 revenue growth coming in the first
  quarter of this year, being $236,375 compared to $180,366 in the first quarter
  of 2006. While cost of fees earned increased to $56,022 in the 2007 six month
  period from $32,384 in the same period of 2006, an increase of approximately
  73%, other operating expenses were, nonetheless, flat.
  
  Description of Property
  
  The registrant has entered into a twelve month lease on the location where the
  Augusta Auto Auction has operated for several years. The lease term can be
  extended and currently has a monthly lease rate of $2,700. The facility consists
  of approximately five acres and houses two administrative buildings and a
  two-lane auction arena. The compound is fenced, and the registrant has recently
  installed an electrified security fence system as well as security systems in
  its building and arena. In addition to the main auction facility, the registrant
  also leases property which is used for additional customer parking and allows
  for parking of approximately 200 customer vehicles on sale days. This property
  is located directly across the street from the main facility and is leased on a
  month-to month basis for $100 per week.
  
  Information regarding registrant's other property is set forth in Item 2.
  Description of Property on Form 10-KSB for the year ended December 31, 2006.
  
  Security Ownership of Certain Beneficial Owners and Management.
  
  The following table sets forth as of July 10, 2007, the ownership of Common
  Stock by (i) each person known by the Company to be the beneficial owner of more
  than five percent of the Company's Common Stock, (ii) each director of the
  
                                         2
  Company, and (iii) all directors and officers as a group. Except as otherwise
  indicated, each stockholder identified in the table possesses sole voting and
  investment power with respect to its or his shares.
  
                                                  Shares Owned
  Name and Address of                          No. of
  Beneficial Owner                             Shares             Percent
  -------------------                        ----------           -------
  Steven L. Sample (1)                        7,000,000            58.3%
  Danny Gibbs (2)                                62,500             0.5%
  Tony Moorby                                   500,000             4.2%
  Patricia Ann Arnold (2)                             -             -
  James C. Hunter (2)                                 -             -
  V. Weldon Hewitt (2)                                -             -
  David Bynum (2)                                     -             -
  Gwendolyn G. Sample(2)(3)                   1,707,000            14.2%
  All directors and officers                  7,562,500            63.0%
  as a group (seven persons)
  
  ------------------------------------
  
  (1) Excludes warrants to purchase 1,425,000 shares of common stock of which
  425,000 are presently exercisable for $1.00 per share.
  
  (2) Excludes options to acquire 10,000 shares of Common Stock each for Ms.
  Arnold and Messrs Gibbs, Hunter and Hewitt and 5,000 shares for Ms. Sample, all
  of which may be acquired for $0.01 per share and options to acquire 10,000
  shares of Common Stock which Mr. Bynum has the right to purchase for $0.875 per
  share.
  
  (3) Gwendolyn Sample is the spouse of Steven L. Sample who disclaims any
  beneficial interest in the shares owned by Ms. Sample.
  
           Unless otherwise indicated, the address for each of the above named
  individuals is 3512 East Silver Springs Blvd. - #243, Ocala, FL 34470.
  
  Directors and Executive Officers, Promoters and Control Persons.
  
  Information regarding registrant's Directors and Executive Officers, Promoters
  and Control Persons is set forth in Item 9. Directors, Executive Officers,
  Promoters and Control Persons; Compliance With Section 16(a) of the Exchange
  Act. of the registrant's annual report on Form 10-KSB for the year ended
  December 31, 2006.
  
  On May 16, 2007, the registrant named David Bynum to its board of directors.
  Since 2006 Mr. Bynum has been a manager of Bynum Properties which is involved in
  residential and commercial leasing and custom home construction. From October
  2000 through April 2006, Mr. Bynum was employed by ADESA Corporation, a publicly
  held national automobile auction company. Initially Mr. Bynum was a Regional
  Vice President of Operations and in January 2004 was named National Director
  Heavy Truck and Equipment Sales. For the twelve years prior to 2000, Mr. Bynum
  served as General Manager of Southern States Vehicle Auction in Atlanta, Georgia
  under the ownership of ADT Automotive (previously Anglo-American Auto Auctions)
  before it was sold to Manheim Auction.
  
  Executive Compensation
  
  Information regarding Executive Compensation of the registrant is set forth in
  Item 10. Executive Compensation. of the registrant's annual report on Form
  10-KSB for the year ended December 31, 2006.
  
                                         3
  With the closing of the registrant's private placement, described in its Current
  Report on Form 8-K filed July 5, 2007, the Company paid accrued salaries to its
  executives.
  
  Certain Relationships and Related Transactions and Director Independence.
  
  Information regarding Certain Relationships and Related Transactions of the
  registrant legal proceedings is set forth in Item 12. Certain Relationships and
  Related Transactions. of the registrant's annual report on Form 10-KSB for the
  year ended December 31, 2006.
  
  Danny R. Gibbs, James C. Hunter, V. Weldon Hewitt, and David Bynum are
  independent directors as defined in Section 121A of the Company Guide of the
  American Stock Exchange.
  
  Description of Securities
  
  Information describing registrant's securities is set forth under the caption
  "Description of Capital Stock" in the registrant's January 2007 definitive proxy
  statement.
  
  Holders of the registrant's Series A Preferred Stock have agreed to convert all
  such shares to Common Stock and there will thereafter be no more shares of
  Series A Preferred Stock or any other Preferred Stock issued and outstanding.
  
  Following completion of the acquisition of the Augusta Auto Auction, there were
  12,012,524 shares of Common Stock issued and outstanding. With respect to the
  number of warrants and options outstanding, see Market Price of and Dividends on
  the Registrant's Common Equity and Related Stockholder Matters; Summary of
  Equity Compensation Plans below.
  
  There are presently 45,000 shares reserved for issuance pursuant to the
  registrant's stock option plan and 1,856,000 shares reserved for issuance
  pursuant to warrants granted by the registrant. See Security Ownership of
  Certain Beneficial Owners and Management and Market Price of and Dividends on
  the Registrant's Common Equity and Related Stockholder Matter. herein.
  
  Market Price of and Dividends on the Registrant's Common Equity and Related
  Stockholder Matters.
  
  Information regarding registrant's Market Price of and Dividends on the
  Registrant's Common Equity and Related Stockholder Matters is set forth in Item
  5. Market for Common Equity and Related Stockholder Matters. of the registrant's
  annual report on Form 10-KSB for the year ended December 31, 2006.
  
  We are presently traded in the pink sheets under the symbol ACCA. The following
  table sets forth information as reported by the National Association of
  Securities Dealers Composite Feed or Other Qualified Interdealer Quotation
  Medium for the high and low bid and ask prices for each of the quarters ending
  March 31, 2007, and June 30, 2007, and does reflect the one for eight reverse
  stock split effected February 19, 2007.
  Closing Bid                                          Closing Ask
                                    High              Low                               High               Low
  Quarters ending in 2007           -----            ------                             -----             -----
  Jan 3 thru Feb 19*          $0.05            $0.015                             $0.07             $0.03
        Feb 20 thru Mar 30           1.50             0.30                               2.00              0.75
        June 30                      1.80             0.55                               2.00              0.58
  *Effective February 19, 2007, the registrant effected a one for eight reverse
  stock split.
  
  The following table summarizes the number of shares issued under a variety of
  plans to investors, executive officers and directors.
  
                                         4
  SUMMARY OF EQUITY COMPENSATION PLANS
  Number of        Weighted
                                                                 Securities to be      Average          Number of
                                                                    Issued Upon    Exercise Price      Securities
                                                                   Exercise of           of             Remaining
                                                                    Outstanding      Outstanding      Available for
                                                                   Options and       Options and         Future
                                  Plan Description                   Warrants         Warrants          Issuance
                    ------------------------------------------  -------------------  --------------  ----------------
  Warrants not approved by stockholders               1,856,000       $2.08           1,856,000
                     Grants Under Compensation Plans Not
                        Approved by shareholders                            55,000       $0.16             475,000
                                                                         ---------                       ---------
                     Totals                                              1,951,000       $1.98           2,331,000
  Legal Proceedings
  
  Information regarding registrant's legal proceedings is set forth in Item 4.
  Legal Proceeding. of the registrant's annual report on Form 10-KSB for the year
  ended December 31, 2006.
  
  Changes in and Disagreements with Accountants.
  
  None.
  
  Recent Sales of Unregistered Securities.
  
  The securities issued in connection with the acquisition of the assets of
  Augusta Auto Auction, Inc. are described in the first paragraph of this Item
  2.01. The issuance of these shares was exempt from registration under the
  Securities Act pursuant to Section 4(2) thereunder as transactions not involving
  a public offering.
  
  Indemnification of Directors and Officers.
  
  Information regarding indemnification of the registrant's officers and directors
  is set forth in under Item 5.01. Changes in Control of Registrants and in Part
  II thereof under Item 5. Indemnification of Directors and Officers. of the
  registrant's current report on Form 8-K filed December 8, 2006.
  
                                         5
  Augusta Auto Auction, Inc.
                                FINANCIAL STATEMENTS
                             December 31, 2006 AND 2005
  
                                  TABLE OF CONTENTS
  
                                                                          PAGE
  
  INDEPENDENT AUDITORS' REPORT ...........................................1
  
  FINANCIAL STATEMENTS:
  
    Balance Sheets .......................................................2
  
    Statements of Operations and Retained Deficit ........................3
  
    Statements of Cash Flows .............................................4
  
  NOTES TO FINANCIAL STATEMENTS ..........................................5-6
  -------------------
  
  SEROTTA
  -------------------
  
  MADDOCKS
  -------------------
  
  EVANS & CO., CPA'S
  -------------------
  
  A Professional Corporation
  -------------------
  [GRAPHIC OMITTED][GRAPHIC OMITTED]
  
  -------------------------------------------------------------------------------
  
  701 Greene Street, Suite 200 / Augusta, GA 30901-2322 Telephone (706) 722-5337
  Telefax (706) 724-FAXX (3299)
  
  To the Board of Directors
  Augusta Auto Auction, Inc.
  Augusta, Georgia
  
  We have audited the accompanying balance sheets of Augusta Auto Auction, Inc. as
  of December 31, 2006 and 2005, and the related statements of operations and
  retained deficit and cash flows for the years then ended. 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 auditing standards generally accepted
  in the United States of America. Those standards require that we perform the
  audit 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 Augusta Auto Auction, Inc. as
  of December 31, 2006 and 2005 and the results of its operations and its cash
  flows for the years then ended in conformity with accounting principals
  generally accepted in the Unites States of America.
  
  [GRAPHIC OMITTED][GRAPHIC OMITTED]
  SEROTTA MADDOCKS EVANS & CO., CPA'S
  
  Augusta, Georgia
  June 29, 2007
  
                                        F- 1
  AUGUSTA AUTO AUCTION, INC.
                                   BALANCE SHEETS
                             DECEMBER 31, 2006 AND 2005
  2006                  2005
                                                                             ------------------    ------------------
  
  ASSETS
  CURRENT ASSETS
  Accounts receivable, net of allowance for doubtful                      $           38,933    $           32,133
       accounts of $12,790 for 2006 and $10,710 for 2005
     Other receivables                                                                    5,363                 6,120
                                                                               ----------------      ----------------
  
  Total Current Assets                                                                   44,296                38,253
  
  EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                             204,784               235,530
  
  OTHER ASSETS
     Organizational costs, net of amortization of $4,822
       for 2006 and $3,770 for 2005                                                         438                 1,490
                                                                               ----------------      ----------------
  
                                                                             $          249,518    $          275,273
                                                                               ================      ================
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Overdraft                                                               $           18,373    $           82,742
     Accounts payable and accrued expenses                                               32,240                   755
     Line of credit                                                                      24,000                  -
     Note payable                                                                          -                    2,983
                                                                               ----------------      ----------------
  
  Total Current Liabilities                                                              74,613                86,480
                                                                               ----------------      ----------------
  
  STOCKHOLDERS' EQUITY
  Common stock, $1 par value, 500 shares
  authorized, 500 shares issued and outstanding                                             500                   500
  Additional paid-in capital                                                            803,152               803,152
  Retained deficit                                                                     (628,747)             (614,859)
                                                                               ----------------      ----------------
  
  Total Stockholders' Equity                                                            174,905               188,793
                                                                               ----------------      ----------------
  
                                                                             $          249,518    $          275,273
                                                                               ================      ================
  SEE NOTES TO THE FINANCIAL STATEMENTS
                                         -2-
  AUGUSTA AUTO AUCTION, INC.
                    STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
                       YEARS ENDED DECEMBER 31, 2006 AND 2005
  2006                  2005
                                                                             ------------------    ------------------
  
  FEES EARNED
  Buyers fees                                                               $        252,409      $        212,936
     Sellers fees                                                                       387,032               309,474
     Storage fees                                                                        78,819                56,928
     Other fees                                                                          38,850                31,778
                                                                               ----------------      ----------------
  
       Total Revenue                                                                    757,110               611,116
  
  COST OF FEES EARNED                                                                    79,013                44,901
                                                                               ----------------      ----------------
  
     NET FEES EARNED                                                                    678,097               566,215
                                                                               ----------------      ----------------
  
  OTHER OPERATING EXPENSES
     Payroll and related                                                                350,185               369,010
     Security                                                                            61,466                52,974
     Insurance                                                                           36,521                33,470
     Rent                                                                                34,900                37,600
     Depreciation and amortization                                                       33,434                37,870
     Travel and entertainment                                                            28,090                24,019
     Employee benefits                                                                   25,754                23,628
     Utilities                                                                           25,197                22,348
     Maintenance                                                                         23,019                31,071
     Professional fees                                                                   16,517                13,606
     Advertising and promotional                                                         16,075                12,847
     Bad debt                                                                             7,035                11,352
     Tax and licenses                                                                     8,113                 4,455
     Office supplies                                                                      5,561                 3,726
     Dues and subscriptions                                                               4,892                 4,852
     Other expenses                                                                      15,226                13,538
                                                                               ----------------      ----------------
  
  Total Other Operating Expenses                                                        691,985               696,366
  
  Net Income (Loss)                                                                     (13,888)             (130,151)
  
  Retained Deficit, beginning of year                                                  (614,859)             (484,708)
                                                                               ----------------      ----------------
  
  Retained Deficit, end of year                                                $       (628,747)     $       (614,859)
                                                                               ================      ================
  SEE NOTES TO THE FINANCIAL STATEMENTS
                                         -3-
  AUGUSTA AUTO AUCTION, INC.
                              STATEMENTS OF CASH FLOWS
                       YEARS ENDED DECEMBER 31, 2006 AND 2005
  2006                  2005
                                                                             ------------------    ------------------
  
  Cash flows from operating activities
  Net loss                                                                $          (13,888)   $         (130,151)
     Adjustments to reconcile net income (loss) to net cash
       provided (used) by operating activities:
     Depreciation and amortization                                                       33,434                37,871
     (Increase) decrease in trade receivables                                            (8,123)              (11,963)
     Increase (decrease) in overdraft                                                   (64,369)              (41,091)
     Increase (decrease) in accounts payable                                             31,485                  (216)
                                                                             ------------------    ------------------
  
  Net cash used by operating activities                                                 (21,461)             (145,550)
                                                                             ------------------    ------------------
  
  Cash flows from investing activities
     Payments for the purchase of equipment and
       leasehold improvements                                                            (1,636)                 -
                                                                             ------------------    ------------------
  
         Net cash used by investing activities                                           (1,636)                 -
                                                                             ------------------    ------------------
  
  Cash flows from financing activities
     Net Increase (decrease) in line of credit                                           24,000                (9,351)
     Payments on notes payable                                                           (2,983)               (2,840)
     Proceeds from additional paid-in capital                                                 -                75,000
                                                                             ------------------    ------------------
  
  Net cash provided by financing activities                                              21,017                62,809
                                                                             ------------------    ------------------
  
  Net increase (decrease) in cash and cash equivalents                                     -                     -
  
  Cash and cash equivalents, beginning of year                                             -                     -
                                                                             ------------------    ------------------
  
  Cash and cash equivalents, end of year                                     $             -       $             -
                                                                             ==================    ==================
  SEE NOTES TO THE FINANCIAL STATEMENTS
                                         -4-
  AUGUSTA AUTO AUCTION, INC.
                            NOTES TO FINANCIAL STATEMENTS
  
  NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  NATURE OF BUSINESS - The Company operates an auto auction in the Augusta,
  Georgia area from a leased facility located in North Augusta, South Carolina.
  
  CASH AND CASH EQUIVALENTS - For the purpose of the statement of cash flows, the
  Company considers all short-term investment instruments purchased with a
  maturity of three months or less to be cash equivalents.
  
  DEPRECIATION - Depreciation of property and equipment is based upon the
  estimated useful lives of the assets and is computed principally by the double
  declining method. Estimated useful lives are 15 years for leasehold
  improvements, 5-7 years for office equipment, 7-15 years for shop equipment, and
  5-10 years for company vehicles.
  
  Maintenance and repairs of property and equipment are charged to operations and
  major improvements are capitalized. It is the Company's policy to capitalize all
  items with an estimated useful life extending beyond one year.
  
  INCOME TAXES - The Company has elected to be taxed under the provisions of
  Subchapter S of the Internal Revenue Code. Under those provisions the
  stockholder is liable for individual federal and state income taxes on the
  Company's taxable income. Therefore no provision or liability for federal income
  taxes has been included in the financial statements.
  
  ACCOUNTS RECEIVABLE - Accounts receivable are reported at the amount management
  expects to collect from outstanding balances. Differences between the amount due
  and the amount management expects to collect are reported in the results of
  operations of the year in which those differences are determined, with an
  offsetting entry to a valuation allowance for trade accounts receivable.
  Balances that are still outstanding after management has used reasonable
  collection efforts are written off through a charge to the valuation allowance
  and a credit to trade accounts receivable.
  
  USE OF ESTIMATES - Management uses estimates and assumptions in preparing
  financial statements. These estimates and assumptions affect the reported
  amounts of assets and liabilities, the disclosure of contingent assets and
  liabilities, and the reported revenues and expenses.
  
  REVENUE RECOGNITION - Revenues are derived from collection of fees for a variety
  of services provided to customers including buyer fees, seller fees, storage
  fees, transport fees and others. The Company does not inventory or hold title to
  the vehicles that are bought or sold through the auction process.
  
  ADVERTISING - The Company expenses advertising costs as they are incurred.
  Advertising expense was $16,075 and $12,847 for the periods ending December 31,
  2006 and 2005, respectively.
  
                                         -5-
  NOTE 2 - RELATED PARTY TRANSCASTIONS
  
  Some of the owners of the Company are also owners of Bobby Jones Ford, Inc. Fees
  charged to Bobby Jones Ford, Inc. were $36,430 and $ 29,370 for the years ended
  December 31, 2006 and 2005, respectively.
  
  NOTE 3 - EQUIPMENT AND LEASEHOLD IMPROVEMENTS
  
  At December 31, 2006 and 2005 equipment and leasehold improvements consist of
  the following:
  2006                    2005
                                                              -----------------       -----------------
  Leasehold improvements                                        $       286,918         $       286,918
  Office equipment                                                       83,075                  83,075
  Company vehicles                                                       34,775                  34,775
  Shop equipment                                                          9,260                   7,625
                                                                ---------------         ---------------
  Total equipment and leasehold improvements                            414,028                 412,393
  Less accumulated depreciation                                         209,244                 176,863
                                                                ---------------         ---------------
  Net equipment and leasehold improvements                      $       204,784         $       235,530
                                                                ===============         ===============
  Depreciation expense was $32,381 for 2006 and $36,818 for 2005.
  
  NOTE 4 - DEBT FINANCING
  
  Debt at December 31, 2006 consisted of a line of credit with a local bank. The
  line of credit is for $100,000 and bears interest at a rate of prime plus .75%.
  The outstanding balance on the line was $24,000 at December 31, 2006. The line
  of credit agreement was renegotiated in December 2006 and was extended until
  December 31, 2007.
  
  NOTE 5 - OPERATING LEASE AGREEMENTS
  
  The Company rents its facilities from a third party. The lease is dated June 1,
  2003, and terminates May 31, 2008. Rent expense for 2006 and 2005 was $32,400
  and $32,400, respectively.
  
  Future minimum lease payments are as follows:
                                       2007                   $      32,400
                                       2008                          13,500
                                                              --------------
  
                                                              $      45,900
  
                                        -6-
  Acacia Automotive, Inc.
                         (Formerly Gibbs Construction, Inc.)
                           Pro-Forma Financial Information
                         June 30, 2007 and December 31, 2006
  
  Effective July 10, 2007, Acacia Automotive, Inc. acquired substantially all of
  the operating assets and liabilities of Augusta Auto Auction, Inc. for a total
  of 500,000 shares of its common stock and 50,000 stock warrants.
  
  Augusta Auto Auction, Inc. operates an auto auction in the Augusta, Georgia area
  from a leased facility located in North Augusta, South Carolina.
  
  The June 30, 2007 pro-forma balance sheet assumes the merger took place on June
  30, 2007. The June 30, 2007 statement of operations assumes the merger took
  place on January 1, 2007 and the December 31, 2006 statement of operations
  assumes the merger took place on January 1, 2006.
  
  The accompanying pro-forma balance sheet of Acacia Automotive, Inc. as of June
  30, 2007, and the related pro-forma statements of operations for the six months
  ended June 30, 2007 and the year ended December 31, 2006 were not audited.
  ACACIA AUTOMOTIVE, INC.
                         (FORMERLY GIBBS CONSTRUCTION, INC.)
                        CONSOLIDATED PRO-FORMA BALANCE SHEET
                                    JUNE 30, 2007
                                      UNAUDITED
  Acacia
                                        Augusta Auto       Automotive,        Combined         Combining       Consolidated
                                        Auction, Inc.         Inc.             Totals         Adjustments     Balances
                                        -------------    --------------    -------------      -----------     ---------------
    ASSETS
    CURRENT ASSETS
  Cash                             $     120,579    $      875,521    $     996,100  a       (120,579)   $       875,521
       Accounts receivable, net                 3,028                 -            3,028  a         (3,028)                 -
                                         ------------     -------------     ------------      ------------     --------------
  
           Total Current Assets               123,607           875,521          999,128                              875,521
  
    PROPERTY AND
       EQUIPMENT, net                         191,823            24,983          216,806  b       (157,017)            59,789
  
    OTHER ASSETS
       Organizational costs, net                  219                 -              219  a           (219)                 -
       Customer list                                -                 -                -  b        375,000            375,000
       Goodwill                                     -                 -                -  c        427,929            427,929
                                         ------------     -------------     ------------      ------------     --------------
  
                                        $     315,649    $      900,504    $   1,216,153                      $     1,738,239
                                         ============     =============      ===========                       =============
  
    LIABILITIES AND
       STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
       Accounts payable and accrued
           expenses                     $      77,821    $       95,828    $     173,649  a        (71,648)   $       102,001
       Accrued liabilities                      1,409           414,894          416,303  a         (1,409)           414,894
                                         ------------     -------------     ------------                       --------------
  
         Total Current Liabilities             79,230           510,722          589,952                              516,895
                                         ------------     -------------     ------------                       --------------
  
    STOCKHOLDERS' EQUITY
       Common stock                               500            11,423           11,923  a           (500)            11,923
                                                                                          d            500
       Additional paid-in capital             803,152         8,176,692        8,979,844  a       (803,152)         9,007,754
                                                                                          d        831,062
       Retained deficit                      (567,233)       (7,798,333)      (8,365,566) e        567,233         (7,798,333)
                                         ------------     -------------     ------------      ------------     --------------
  
           Total Stockholders' Equity         236,419           389,782          626,201                            1,221,344
                                         ------------     -------------     ------------                       --------------
  
                                        $     315,649    $      900,504    $   1,216,153                      $     1,738,239
                                         ============     =============      ============                       =============
  a     Special distribution of assets and liabilities retained by Augusta Auto
          Auction, Inc.
    b     Adjustment of purchased assets to fair market value
    c     Excess of purchase price over fair market value of assets and
          liabilities assumed
    d     Issuance of stock and stock warrants to sellers
    e     Elimination of Augusta Auto Auction, Inc.'s prior retained deficit
  ACACIA AUTOMOTIVE, INC.
                         (FORMERLY GIBBS CONSTRUCTION, INC.)
                   CONSOLIDATED PRO-FORMA STATEMENT OF OPERATIONS
                           SIX MONTHS ENDED JUNE 30, 2007
                                      UNAUDITED
  Acacia
                                        Augusta Auto       Automotive,        Combined         Combining       Consolidated
                                        Auction, Inc.         Inc.             Totals         Adjustments     Balances
                                        -------------    --------------    -------------      -----------     ---------------
    REVENUES
  Buyers fees                      $     169,150    $            -    $     169,150                      $       169,150
       Sellers fees                           239,354                 -          239,354                              239,354
       Other revenues                          46,503             2,944           49,447                               49,447
                                         ------------     -------------     ------------                       --------------
  
           Total Revenues                     455,007             2,944          457,951                              457,951
  
    COST OF FEES EARNED                        56,022                 -           56,022                               56,022
                                         ------------     -------------     ------------                       --------------
  
       Net Revenues Earned                    398,985             2,944          401,929                              401,929
                                         ------------     -------------     ------------                       --------------
  
    OPERATING EXPENSES
       Employee compensation                  125,767         1,221,765        1,347,532                            1,347,532
       General and administrative             198,523            87,061          285,584                              285,584
       Depreciation and amortization           13,181             3,644           16,825            12,500             29,325
       Beneficial conversion
           of Preferred Stock                       -           500,000          500,000                              500,000
                                         ------------     -------------     ------------                       --------------
  
           Total Operating Expenses           337,471         1,812,470        2,149,941                            2,162,441
                                         ------------     -------------     ------------                       --------------
  
    Net income (loss) before taxes             61,514        (1,809,526)      (1,748,012)                          (1,760,512)
  
    Income tax expense                              -                 -                -                                    -
                                         ------------     -------------     ------------                       --------------
  
    Net income (loss)                   $      61,514    $   (1,809,526)   $  (1,748,012)                     $    (1,760,512)
                                         ============     =============     ============                       ==============
  
    PRO-FORMA EARNINGS PER SHARE
  
       Pro-forma net loss                                                                                     $    (1,760,512)
  
       Pro-forma weighted average
            shares outstanding                                                                                     10,861,808
                                                                                                               --------------
  
       Pro-forma basic and diluted earnings per share                                                         $        (0.16)
                                                                                                               ==============
  ACACIA AUTOMOTIVE, INC.
                         (FORMERLY GIBBS CONSTRUCTION, INC.)
                   CONSOLIDATED PRO-FORMA STATEMENT OF OPERATIONS
                            YEAR ENDED DECEMBER 31, 2006
                                      UNAUDITED
  Acacia
                                        Augusta Auto       Automotive,        Combined         Combining       Consolidated
                                        Auction, Inc.         Inc.             Totals         Adjustments     Balances
                                        -------------    --------------    -------------      -----------     ---------------
    REVENUES
  Buyers fees                      $     252,409    $            -    $     252,409                      $       252,409
       Sellers fees                           387,032                 -          387,032                              387,032
       Other revenues                         117,669                 -          117,669                              117,669
                                         ------------     -------------     ------------                       --------------
  
           Total Revenues                     757,110                 -          757,110                              757,110
  
    COST OF FEES EARNED                        79,013                 -           79,013                               79,013
                                         ------------     -------------     ------------                       --------------
  
       Net Revenues Earned                    678,097                 -          678,097                              678,097
                                         ------------     -------------     ------------                       --------------
  
    OPERATING EXPENSES
       Employee compensation                  242,357           215,570          457,927                              457,927
       General and administrative             416,194           695,134        1,111,328                            1,111,328
       Depreciation and amortization           33,434             2,869           36,303            25,000             61,303
       Non-employee services                        -            31,400           31,400                               31,400
                                         ------------     -------------     ------------                       --------------
  
           Total Operating Expenses           691,985           944,973        1,636,958                            1,661,958
                                         ------------     -------------     ------------                       --------------
  
    Net loss before taxes                     (13,888)         (944,973)        (958,861)                            (983,861)
  
    Income tax expense                              -                 -                -                                    -
                                         ------------     -------------     ------------                       --------------
  
    Net loss                            $     (13,888)   $     (944,973)   $    (958,861)                     $      (983,861)
                                         ============     =============     ============                       ==============
  
    PRO-FORMA EARNINGS PER SHARE
       Pro-forma net loss                                                                                     $      (983,861)
  
       Pro-forma weighted average shares outstanding                                                                4,923,000
                                                                                                               --------------
  
       Pro-forma basic and diluted earnings per share                                                         $        (0.20)
                                                                                                                    =========
  NOTE 1 - BUSINESS COMBINATION
  
  On July 10, 2007, Acacia Automotive, Inc. ("Buyer") purchased certain assets and
  liabilities of Augusta Auto Auction, Inc. ("Seller") in exchange for 500,000
  shares of common stock and 50,000 stock warrants of the Buyer in order to expand
  operations in the automotive industry. Augusta Auto Auction, Inc. operates an
  auto auction in the Augusta, Georgia area from a leased facility located in
  North Augusta, South Carolina. The purchase was accounted for under the purchase
  method of accounting.
  
  The following table summarizes the amounts assigned to the assets acquired and
  the liabilities assumed at the date of acquisition:
  
               Property and equipment                           $       34,806
               Customer list                                           375,000
               Goodwill                                                427,929
                                                                 -------------
                   Total assets acquired                               837,735
                                                                 -------------
               Current liabilities                                      (6,173)
                                                                 -------------
                   Total liabilities assumed                            (6,173)
                                                                 -------------
                      Net assets acquired                       $      831,562
                                                                 =============
  
  NOTE 2 - SIGNIFICANT ASSUMPTIONS
  
  VALUATION OF ASSETS AND LIABILITIES ASSUMED - The values of assets and
  liabilities assumed as part of the above purchase were valued at estimated fair
  market value on the date of acquisition, July 10, 2007. These values were
  provided by management based on their experience and knowledge of the automotive
  industry.
  
  VALUATION OF STOCK - As part of the above business combination, the Seller
  received shares of the Buyer's common stock. The value of the Buyer's common
  stock was calculated using an average stock price based on the stock price ten
  days of volume before, and nine days of volume after the actual date of
  purchase, July 10, 2007.
  
  VALUATION OF STOCK WARRANTS - As part of the above business combination, stock
  warrants of the Buyer were issued to the Seller. The value of these warrants was
  calculated using the modified Black-Scholes-Merton model. The volatility used in
  this calculation was based on an average volatility of the Buyer's common stock
  price and that of several competitors. Assumptions used in the calculation
  included the following:
  
               Estimated volatility                               46.59%
               Expected life (years)                               2.5
               Expected dividend yield                             0.00%
               Risk-free rate of return                            5.00%
  Augusta Auto Auction, Inc.
  
                                   Balance Sheets
  
                               March 31, 2007 and 2006
  Mar 31, 07                Mar 31, 06
                                                                ------------------        ------------------
  
  ASSETS
     Current Assets
  Cash                                                     $              761        $          (78,817)
       Accounts receivable, net                                             27,668                    47,388
       Other Current Assets                                                  3,190                        90
                                                                  ----------------          ----------------
  
     Total Current Assets                                                   31,619                   (31,339)
  
  Equipment and leasehold improvements, net                                198,303                   227,493
  
  Other Assets
     Organizational costs, net of amortization of
       $4,931 for 2007 and $4,033 for 2006                                     329                     1,227
                                                                  ----------------          ----------------
  
  TOTAL ASSETS                                                  $          230,250        $          197,382
                                                                  ================          ================
  
  LIABILITIES & EQUITY
     Liabilities
       Current Liabilities
         Accounts Payable and accrued expenses                              27,038                     2,621
                                                                  ----------------          ----------------
  
       Total Current Liabilities                                            27,038                     2,621
  
       Long Term Liabilities                                                     -                     1,912
                                                                  ----------------          ----------------
  
     Total Liabilities                                                      27,038                     4,533
  
     Equity
       Capital Stock                                                           500                       500
       Additional Paid In Capital                                          803,152                   803,152
       Retained Deficit                                                   (628,747)                 (614,860)
       Net Income                                                           28,307                     4,056
                                                                  ----------------          ----------------
     Total Equity                                                          203,213                   192,848
                                                                  ----------------          ----------------
  
  TOTAL LIABILITIES & EQUITY                                    $          230,250        $          197,382
                                                                  ================          ================
  Q - 1
  Augusta Auto Auction, Inc.
  
                              Statements of Operations
  
                        Quarter Ended March 31, 2007 and 2006
  
                                                Jan - Mar 07     Jan - Mar 06
  Ordinary Income/Expense
     Income
       Buyer's Fees                           $       89,325    $      61,706
       Seller's Fees                                 125,483           91,829
       Storage Fees                                   16,650           18,993
       Other Fees                                      4,917            7,838
                                                 -----------      -----------
     Total Income                                    236,375          180,366
  
     Cost of Fees Earned                              26,736           12,277
                                                 -----------      -----------
  
       Net Fees Earned                               209,638          168,089
  
     Expense
       Salaries & Wages                               41,556           38,078
       Advertising                                       500              213
       Amortization Expense                              110              263
       Automobile Expense                              1,742            2,481
       Bank Service Charges                              835              891
       Computer Maintenance                            2,593            2,821
       Contributions                                     500                -
       Contract Labor                                 21,330           22,432
       Depreciation Expense                            6,481            8,037
       Dues & Subscriptions                            1,121            1,012
       Employee Benefits                                   -              287
       Employee Health Insurance                       6,710            6,194
       Equipment Maint. & Rental                       1,267            1,206
       Insurance Expense                              10,423            7,909
       Interest Expense                                  340               95
       Legal & Accounting                              3,085            4,655
       Meals & Entertainment                           2,127            2,594
       Miscellaneous                                     568            3,251
       Office Supplies                                 1,880              383
       Payroll Service                                   979              948
       Payroll Taxes                                   5,501            5,210
       Pest Control                                      112               56
       Postage                                         1,021              382
       Promotional Expense                             2,796            2,048
       Rent Expense                                    9,400            9,400
       Repairs & Maint. - Buildings                    1,232            1,256
       Security                                       19,619           10,673
       Supplies                                        3,719              292
       Taxes & Licenses                                1,064              919
       Telephone Expense                               3,034            2,701
       Travel Expense                                  2,724            1,842
       Vehicle Maintenance Exp.                        2,282              350
       Uniforms                                          345              383
       Utilities                                       3,333            3,759
                                                 -----------      -----------
     Total Expense                                   160,331          143,034
                                                 -----------      -----------
  
     Net Ordinary Income                              49,307           25,056
  
                                       Q - 2
  Other Income/Expense
       Other Expense
         Officer's Salary                             21,000           21,000
                                                 -----------      -----------
       Total Other Expense                            21,000           21,000
                                                 -----------      -----------
  
     Net Other Income                                (21,000)         (21,000)
                                                 -----------      -----------
  
  Net Income                                  $       28,307    $       4,056
                                                 ===========      ===========
  
                                        Q-3
  Augusta Auto Auction, Inc.
                                   Balance Sheets
                               June 30, 2007 and 2006
  Jun 30, 07            Jun 30, 06
  ASSETS
     Current Assets
  Cash                                            $          120,579    $          (11,596)
       Accounts Receivable                                          2,938                40,567
       Other Current Assets                                            90                    90
                                                         ----------------      ----------------
  
     Total Current Assets                                         123,607                29,061
  
  Equipment and leasehold improvements, net                       191,823               219,456
  
     Organizational costs, net of amortization of
       $5,041 for 2007 and $4,296 for 2006                            219                   964
                                                         ----------------      ----------------
  
  TOTAL ASSETS                                         $          315,649    $          249,482
                                                         ================      ================
  
  LIABILITIES & EQUITY
     Liabilities
       Current Liabilities
         Accounts Payable and accrued expenses                     77,821                46,230
         Other Current Liabilities                                  1,409                    82
                                                         ----------------      ----------------
  
       Total Current Liabilities                                   79,230                46,312
  
       Long Term Liabilities                                            -                 1,912
                                                         ----------------      ----------------
  
     Total Liabilities                                             79,230                48,224
  
     Equity
       Capital Stock                                                  500                   500
       Additional Paid In Capital                                 803,152               803,152
       Retained Deficit                                          (628,747)             (614,860)
       Net Income                                                  61,514                12,465
                                                         ----------------      ----------------
     Total Equity                                                 236,419               201,258
                                                         ----------------      ----------------
  
  TOTAL LIABILITIES & EQUITY                           $          315,649    $          249,482
                                                         ================      ================
  Q-4
  Augusta Auto Auction, Inc.
  
                               Statement of Operations
  
                        Quarter Ended June 30, 2007 and 2006
  Apr - Jun 07        Apr - Jun 06
  Ordinary Income/Expense
       Income
  Buyer's Fees                                    $         79,825    $      62,870
         Seller's Fees                                            113,870           97,585
         Storage Fees                                              15,522           20,895
         Other Fees                                                 8,793           15,792
                                                            -------------      -----------
       Total Income                                               218,010          197,142
  
     Cost of Fees Earned                                           29,286           20,107
                                                            -------------      -----------
  
       Net Fees Earned                                            188,724          177,035
  
       Expense
         Salaries & Wages                                          42,211           38,501
         Advertising                                                    -              384
         Amortization Expense                                         110              263
         Automobile Expense                                         2,418            1,272
         Bank Service Charges                                         149              415
         Computer Maintenance                                       3,365            1,945
         Contributions                                                  -               50
         Contract Labor                                            22,713           19,157
         Depreciation Expense                                       6,481            8,037
         Dues & Subscriptions                                         496              635
         Employee Health Insurance                                  6,710            6,195
         Equipment Maint. & Rental                                  1,282            1,494
         Insurance Expense                                          2,066           10,722
         Legal & Accounting                                         1,635            1,485
         Meals & Entertainment                                      2,409            3,311
         Miscellaneous                                              1,327            3,247
         Office Supplies                                              146            2,998
         Payroll Service                                              935              864
         Payroll Taxes                                              4,941            4,175
         Pest Control                                                  84               84
         Postage                                                      766              463
         Promotional Expense                                        4,586            6,261
         Rent Expense                                               9,400            9,400
         Repairs & Maint. - Buildings                                 841            1,542
         Security                                                   8,473           16,360
         Supplies                                                     901               27
         Taxes & Licenses                                              60              631
         Telephone Expense                                          2,851            2,329
         Travel Expense                                             2,801            1,557
         Vehicle Maintenance Exp.                                   1,531               63
         Uniforms                                                     356              346
         Utilities                                                  3,094            3,414
                                                            -------------      -----------
       Total Expense                                              135,139          147,626
                                                            -------------      -----------
  
  Net Ordinary Income                                              53,586           29,409
  
  Other Income/Expense
     Other Income
       Other Income                                                   620                -
                                                            -------------    -------------
     Total Other Income                                               620                -
  
                                        Q-5
  Other Expense
       Officer's Salary                                            21,000           21,000
                                                            -------------      -----------
     Total Other Expense                                           21,000           21,000
                                                            -------------      -----------
  
  Net Other Income                                                (20,380)         (21,000)
                                                            -------------      -----------
  
  Net Income                                             $         33,205    $       8,409
                                                            =============      ===========
  Q-6
  Augusta Auto Auction, Inc.
                               Statement of Operations
                       Six Months Ended June 30, 2007 and 2006
  Jan - Jun 07              Jan - Jun 06
  Ordinary Income/Expense
       Income
  Buyer's Fees                            $       169,150           $       124,576
         Seller's Fees                                   239,353                   189,414
         Storage Fees                                     32,172                    39,888
         Other Fees                                       13,710                    23,630
                                                   -------------               -----------
       Total Income                                      454,385                   377,508
  
     Cost of Fees Earned                                  56,021                    32,384
  
         Expense
           Salaries & Wages                               83,767                    76,580
           Advertising                                       500                       598
           Amortization Expense                              219                       526
           Automobile Expense                              4,160                     3,753
           Bank Service Charges                              984                     1,307
           Computer Maintenance                            5,958                     4,766
           Contributions                                     500                        50
           Contract Labor                                 44,042                    41,589
           Depreciation Expense                           12,962                    16,074
           Dues & Subscriptions                            1,617                     1,647
           Employee Benefits                                   -                       287
           Employee Health Insurance                      13,421                    12,389
           Equipment Maint. & Rental                       2,549                     2,701
           Insurance Expense                              12,490                    18,632
           Interest Expense                                  340                        95
           Legal & Accounting                              4,720                     6,140
           Meals & Entertainment                           4,537                     5,905
           Miscellaneous                                   1,895                     6,498
           Office Supplies                                 2,026                     3,381
           Payroll Service                                 1,915                     1,812
           Payroll Taxes                                  10,442                     9,385
           Pest Control                                      196                       140
           Postage                                         1,786                       846
           Promotional Expense                             7,382                     8,309
           Rent Expense                                   18,800                    18,800
           Repairs & Maint. - Buildings                    2,073                     2,798
           Security                                       28,092                    27,033
           Supplies                                        4,621                       319
           Taxes & Licenses                                1,124                     1,550
           Telephone Expense                               5,886                     5,031
           Travel Expense                                  5,525                     3,400
           Vehicle Maintenance Exp.                        3,814                       413
           Uniforms                                          701                       730
           Utilities                                       6,427                     7,173
                                                   -------------             -------------
  
         Total Expense                                   295,470                   290,660
                                                   -------------             -------------
  
     Net Ordinary Income                                 102,894                    54,464
  
     Other Income/Expense
       Other Income
  
                                        Q-7
  Other Income                                        620                         -
                                                   -------------             -------------
       Total Other Income                                    620                         -
  
       Other Expense
         Officer's Salary                                 42,000                    42,000
                                                   -------------             -------------
       Total Other Expense                                42,000                    42,000
                                                   -------------             -------------
  
     Net Other Income                                    (41,380)                  (42,000)
                                                   -------------             -------------
  
  Net Income                                     $        61,514           $        12,465
                                                        ========                  ========
  Q-8
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf, thereby
  duly authorized.
  
      Date: August 23, 2007
                                       Acacia Automotive, Inc.
  
                                       /s/ Steven L. Sample
                                       ------------------------------------------
                                       Steven L. Sample, Chief Executive Officer
  
                                        Q-9