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 24, 2007
ALL AMERICAN PET COMPANY, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 001-33300 91-2186665
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
16501 VENTURA BOULEVARD
SUITE 514
ENCINO, CALIFORNIA 91436
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 981-2275
(REGISTRANT'S TELEPHONE NUMBER)
N/A
(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 7.01 REGULATION FD DISCLOSURE.
As previously reported in registrant's Form 10-KSB for the fiscal year ended
December 31, 2006, and in the registrant's Form 10-QSB for the three months
ended March 31, 2007, the registrant completed, during February and March 2007,
a private placement offering of 618,000 shares of common stock at $0.50 per
share (the "$.50 Placement"), for total proceeds of $309,000. The terms of the
$.50 Placement included a provision that if the registrant engaged in any
financing of common stock or common stock equivalents (a "Subsequent Offering")
from the date of the placement until February 1, 2008, then each subscriber in
the $.50 Placement (each, a "$.50 Subscriber") would have the right to
participate in the Subsequent Offering on the same terms and conditions as the
Subsequent Offering. This provision provided each $.50 Subscriber with the right
to apply the subscriber's investment in the $.50 Placement to the Subsequent
Offering, to the extent possible on the same terms and conditions as the
Subsequent Offering, with the result that the subscriber would have the same
type and amount of securities that the subscriber would have received through an
investment in the Subsequent Financing rather than in the $.50 Placement.
The registrant has undertaken a private Subsequent Offering with terms that
would be applicable to the $.50 Subscribers' right to participate in the
Subsequent Offering, and the registrant intends to provide the $.50 Subscribers
with this opportunity. Because the Subsequent Offering is at a price that is
less than the price per share paid by the $.50 Subscribers, and because the $.50
Subscribers will be able to satisfy the terms of the Subsequent Offering, the
registrant anticipates that the $.50 Subscribers will elect to apply their
respective investments in the Subsequent Offering and that, as a result, the
registrant will issue an aggregate of 618,000 additional shares to the $.50
Subscribers.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing. This Current Report on Form 8-K does
not constitute a determination of whether any information included herein is
material.
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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 thereunto duly authorized.
Date: July 24, 2007 All American Company, Inc.
By: /s/ Barry Schwartz
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Barry Schwartz
Chief Executive Officer
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