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:  October 5, 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 5.03                 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

The Company amended its Articles of Incorporation to increase the number of its authorized common shares to 100,000,000 at the Special Shareholders Meeting held on September 28, 2010.  The amended Articles of Incorporation became effective on October 5, 2010.

Item 9.01    Financial Statements and Exhibits

(d)(3) Articles of Amendment to the Articles of Incorporation of All American Group, Inc. (incorporated by reference to Appendix B to the Company’s Proxy Statement filed September 9, 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:	October 12, 2010	By:	/s/ Martin Miranda
			Martin Miranda, Secretary
			Printed Name and Title

EX-99.1

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

ALL AMERICAN GROUP,  INC.

The undersigned officer of All American Group, Inc. (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of the Indiana Business Corporation Law, as amended, (hereinafter referred to as the “Law”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certifies the following facts:

SECTION 1:                                The date of incorporation of the Corporation is December 31, 1964.

SECTION 2:                                The name of the Corporation following this amendment to the Articles of Incorporation is “All American Group, Inc.”

ARTICLE I

Amendments

SECTION 1:                                Article V of the Articles of Incorporation is hereby amended to read in its entirety as follows:

“The total number of shares which the corporation shall have the authority to issue is One Hundred Million (100,000,000) shares of Common Stock, without par value.”

ARTICLE II

Date of Adoption

The amendments were adopted on September 28, 2010.

ARTICLE III

Manner of Adoption and Vote

The shareholders of the Corporation entitled to vote in respect to the amendments adopted the proposed amendment. The amendment was adopted by a vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:

Class	Common
Shares entitled to vote	36,745,230
Number of shares represented at the meeting	34,170,690
Shares voted in favor	28,003,757
Shares voted against	6,162,184

ARTICLE IV

Compliance with Legal Requirements

The manner of adoption of these Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of  Incorporation, and the By-Laws of the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements included herein are true, this 28th day September, 2010.

All American Group, Inc.

/s/ Richard M. Lavers___

Richard M. Lavers

President and Chief Executive Officer

1281554.1