UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) February 17, 2011
AAA
Public Adjusting Group, Inc.
(Exact
name of registrant as specified in its charter)
|
Florida
|
333-153679
|
26-032541
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1926 Hollywood Blvd. Suite
100, Hollywood, Florida 33020
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (954)
894-0043
(Former
name or former address, 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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
February 11, 2011, RESOLVED
the Board of Directors accepted the resignation of Frederick Antonelli as
Chief Executive Officer, to make way for Christopher Lombardi to accept the
position. On that same date Mr. Christopher Lombardi was appointed to be the
Chief Executive Officer, President and Director of the Corporation. Mr.
Antonelli will remain as a Director.
Mr.
Lombardi, a Brooklyn New York native, attended City University, New York. For
the last seven years, Mr. Lombardi has been a Licensed Public Adjuster with
Florida Claims Consultants (the predecessor company to AAA) which he later
purchased. His efforts resulted in FCC becoming one of the most successful and
respected firms in the industry. Mr. Lombardi is an experienced real estate
agent as well as an experienced sales director who oversaw the development of
over 700 representatives nationwide. In addition he also has a
strong financial background having held a series 7 license as a stockbroker in
NYC.
ITEM 5.03.
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Amendment of Articles of
Incorporation -
Forward Split
On
February 11, 2011, the
Registrant filed with the Secretary of State of Florida, Division of
Corporations, an Amendment to the Articles of Incorporation, in particular
Article 7. The Board of Directors, pursuant to Section 607.10025, approved a
fifteen for one forward division (forward split) for the common stock of the
Registrant for all shareholders of record as of February 18, 2011 (the “Pay
Date” and “Effective Date”). On February 18, 2011 (the "Effective Date" of the Forward
Split) each one share of existing common issued and outstanding immediately
prior to the pay date will be reclassified as, and exchanged for fifteen shares
of the newly issued common stock of the Registrant
("New Common"). The
execution date of said forward division shall occur upon approval and action of
the corporate action by FINRA, with a date to be announced for such
effect. Additionally, pursuant to Section 607.10025, the Board of
Directors adopted a resolution for the increase of the authorized common shares
of the Corporation to be two hundred fifty million (250,000,000), which was made
effective with the Secretary of State on February 11, 2011 by amendment of
Article 7 as well.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
February 17, 2011
AAA
Public Adjusting Group, Inc.
|
By:/s/ Christopher
Lombardi
|
|
Christopher
Lombardi
|
|
President
and Chief Executive
Officer
|