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:  August 3, 2010)

ALL AMERICAN GROUP, INC.

(Exact name of registrant as specified in its charter)

INDIANA	1-7160	35-1101097
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification No.)
2831 Dexter Drive, Elkhart, Indiana		46514
(Address of Principal Executive Offices)		(Zip Code)
	(574) 266-2500
(Registrant’s telephone number,
including area code)
	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 3.02   UNREGISTERED SALES OF EQUITY SECURITIES

On August 3, 2010, H.I.G. All American, LLC (“H.I.G”) notified the Registrant that HIG was exercising warrants to purchase 20,483,865 common shares of the Registrant for an aggregate purchase price of $204.84. The warrants were issued to H.I.G in connection with the Loan Agreement dated October 27, 2009 among H.I.G. All American, LLC, the Registrant and the Registrant’s subsidiaries. The issuance of the shares was exempt from registration under Regulation D under the Securities Act of 1933.

ITEM 5.01  CHANGES IN CONTROL OF REGISTRANT

As a result of the transactions, H.I.G will own approximately 55.8% of the outstanding common shares of the Registrant. Therefore, H.I.G will have the power to elect all of the directors of the Registrant and will have control of the Registrant. H.I.G used its cash on hand to acquire the shares it purchased on exercise of the warrants.  Prior to the exercise of the warrants, control of the Registrant was dispersed among its shareholders.

ITEM 9.01    FINANCIAL STATEMENT AND EXHIBITS

(d) The following exhibit is furnished as part of this Report:

99.1           Press Release dated August 6, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALL AMERICAN GROUP, INC.

Date:	August 6, 2010	By:	/s/ Martin Miranda
			Martin Miranda, Secretary
			Printed Name and Title

EX-99.1

ALL AMERICAN GROUP, INC.

2831 Dexter Drive • P.O. Box 3300 • Elkhart, Indiana 46514 • 574/266-2500 • Fax 574/266-2559

NEWS RELEASE

For Immediate Release August 6, 2010

ALL AMERICAN GROUP, INC. ANNOUNCES H.I.G. ALL AMERICAN, LLC’S EXERCISE OF STOCK WARRANTS

ELKHART, Ind. - All American Group, Inc. (formerly Coachmen Industries, Inc.) (OTC:COHM.PK), today announced H.I.G. All American, LLC’s exercise of their stock warrants.

Since October 27, 2009, H.I.G. All American, LLC has provided capital to the Company through two credit arrangements, pursuant to which warrants were issued to them to acquire Company stock. We are pleased to announce that on August 3, 2010 H.I.G. exercised all of the 20,483,865 warrants issued to date. Subsequent to the issuance of the shares pursuant to this exercise, H.I.G. All American, LLC will hold 55.8% of the outstanding stock of All American Group, Inc. We are pleased because the exercise of these warrants represents a significant commitment to our Company and a clear statement of belief in our future.

All American Group, Inc.(formerly Coachmen Industries, Inc), is one of America's premier systems-built construction companies under the ALL AMERICAN BUILDING SYSTEMS®, ALL AMERICAN HOMES® and MOD-U-KRAF® brands, as well as a manufacturer of specialty vehicles. All American Group, Inc is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on forward-looking statements, which are inherently uncertain. Actual results may differ materially from that projected or suggested due to certain risks and uncertainties including, but not limited to, liquidity, the ability of the Company to bond major contracts, availability of working capital, availability of credit to the Company and its customers, the depth and duration of the recession, the ability to produce buses to meet demand, the potential fluctuations in the Company's operating results, price volatility of raw materials used in production, the availability and cost of real estate for residential housing, the supply of existing ho mes within the Company's markets, government regulations, dependence on significant customers within certain product types, consolidation of distribution channels, consumer confidence, uncertainties of matters in litigation, and other risks identified in the Company's SEC filings.

For investor or financial information:

Martin Miranda

Corporate Secretary & Treasurer

574-266-2500