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- Current report filing (8-K)

Date : 01/03/2012 @ 11:08AM
Source : Edgar (US Regulatory)
Stock : All American Pet Company, Inc. (PL) (AAPT)
Quote : 0.0023  0.0 (0.00%) @ 5:32AM
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- Current report filing (8-K)




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) December 27, 2011


ALL AMERICAN PET COMPANY, INC.
(Exact name of registrant as specified in its charter)


Maryland
001-33300
91-2186665
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)

9601 Wilshire Blvd., Suite M200
Beverly Hills, California 90210
(Address of Principal Executive Offices, including zip code)

(310) 424-1600
(Registrant’s telephone number, including area code)


Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

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))


 
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Section 3 – Securities and Trading Markets

Item 3.02 – Unregistered Sales of Equity Securities

On October 1, 2011, we sold 19,650,000 shares of our restricted common stock to 11 investors for a total purchase price of $196,500, all which was paid in cash. The 19,650,000 shares of common stock were issued on December 28, 2011.

We believe that the issuance and sale of the above securities was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule. The securities were sold directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports . We reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities.

Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On December 27, 2011, the Registrant increased the number of authorized common stock from 250,000,000 to 500,000,000 shares. The amendment occurred as a result of our stockholders approving the amendments at the 2011 Annual Meeting of Stockholders. A copy of the Articles of Amendment is attached hereto as Exhibit 3(i)(e).

Section 9 – Financial Statements and Exhibits

Item 9.01 Exhibits

Exhibit
Number
 
Description
3i(e)
 
Articles of Amendment – Dated December 27, 2011


 
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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 by the undersigned hereunto duly authorized.


 
ALL AMERICAN PET COMPANY, INC.
   
   
   
 
By: /S/ Barry Swartz
 
Barry Schwartz, Chief Executive Officer

Date:  December 30, 2011

 
 
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