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Emperial Americas, Inc – IPO: ‘S-1’ on 9/26/08

On:  Friday, 9/26/08, at 10:11am ET   ·   Accession #:  1424718-8-1   ·   File #:  333-153679

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 12/24/08   ·   Latest:  ‘S-1/A’ on 5/20/09   ·   4 References:   By:  SEC – ‘UPLOAD’ on 2/27/09 By:  SEC – ‘UPLOAD’ on 2/9/09 By:  SEC – ‘UPLOAD’ on 1/9/09 By:  SEC – ‘UPLOAD’ on 10/23/08 

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  As Of                Filer                Filing    For·On·As Docs:Size

 9/26/08  Emperial Americas, Inc            S-1                    7:539K

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML    237K 
 2: S-1         Registration Statement (General Form) --             PDF    194K 
                          aaapublicadjusts1                                      
 5: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     14K 
 6: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     53K 
 7: EX-4        Instrument Defining the Rights of Security Holders  HTML      7K 
 4: EX-5        Opinion re: Legality                                HTML     11K 
 3: EX-23       Consent of Experts or Counsel                       HTML      6K 

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent of service)

(Approximate date of commencement of proposed sale to the public)

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a non accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the exchange Act (Check One):

Large accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Accelerated filer [ ]

Smaller reporting company [X]

1. Estimated solely for the purpose of calculating the registration fee, as relied upon in Rule 457, and using the current fee rate table provided at a rate of $.0000393 per US dollar.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, ___, 2008

AAA PUBLIC ADJUSTING GROUP, INC.

16,032 shares of Common Stock

The registration statement of which this prospectus is a part relates to the offer and sale of 16,032 shares of our common stock by the holders of these securities, referred to as selling security holders throughout this document. The Company is not offering any securities for sale and is not receiving any proceeds from this offering. The stockholders will sell at a price of $5.53 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

Our common stock is not listed on any national securities exchange or the NASDAQ stock market.

We intend to have our stock quoted on the OTCBB. If and when such time our stock is quoted on the OTCBB, the securities will be priced at prevailing market prices or at privately negotiated prices. The selling security holders may offer their shares at those prevailing market prices or privately negotiated prices. The Company will pay all expenses of registering the securities. Our fiscal year end date is December 31.

These securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "risk factors" beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is _________________ ,2008

TABLE OF CONTENTS

1. Summary Information 4
2. Risk Factors Particular to AAA Public Adjusting Group, Inc. 5
1. Mr. Antonelli and Mr. Monahan are our only two officers and Mr. Antonelli, Mr. Monahan and Mr. Bach are our only directors, collectively own 99 percent of the Companys common stock, following this offering, and may approve or take actions that may be adverse to your interests.
2. We compete in a regulated industry, which may result in increased expenses or restrictions on our operations.
3. We may not be able to continue to acquire clients in sufficient amounts to operate efficiently and profitably.
4. If we are unable to retain and attract qualified personnel, our business could suffer.
5. Historical operating results and revenue growth may not be indicative of future performance.
6. There is no market for the companys securities and if no market develops investors will be unable to sell their securities

Other Investment Risk Factors 7

1. Absence of Dividends Now and in the Near Future May Affect a Stockholders Return on Investment

1. Determination of Offering Price 8
2. Selling Security Holders 8
3. Plan of Distribution 10
4. Description of Securities 12
5. Interest of Named Experts and Counsel 14
6. Interest of Named Experts and Counsel 14
7. Description of Business 15
8. Description of Property 20
9. Legal Proceedings 20
10. Management's Discussion and Analysis or Plan of Operation 22
11. Directors, Executive Officers, Promoters and Control Management 25
12. Security Ownership of Certain Beneficial Owners and Management 27
13. Executive Compensation 27
14. Certain Relationships and Related Transactions 28
15. Disclosure of Commission Position on Indemnification for Securities Act Liabilities 30
16. Financial Statements F-1

Prospectus Summary

This prospectus contains statements about our future operations, which involve risks and uncertainties. Our actual results could differ in important ways from our anticipated future operations, due to many factors, including "risk factors" beginning on page 5 and other factors. Because this is a summary and the information is selective, it does not contain all information that may be important to you. You should read carefully all information in the prospectus including its detailed information and the financial statements and the explanatory notes before making an investment decision.

We were incorporated in the State of Florida on June 1, 2007. Our total authorized stock consists of 50,000,000 common shares and 20,000,000 preferred. Our fiscal year end date is December 31. On October 22, 2007, we acquired all of the outstanding membership interest of Florida Claims Consultants, LLC., for the issuance of 4,000,000 shares of our common stock to the Florida Claims Consultants, LLC holders, pursuant to a purchase agreement and share exchange between Florida Claims Consultants, LLC and us. Pursuant to the Agreement, Florida Claims Consultants, LLC became our wholly owned subsidiary. We entered into this agreement in order to pursue our business plan of acting as a holding company for companies in the public adjusting business. This transaction was a related party transaction since Frederick Antonelli and Karl Bach were the principal stockholders of Florida Claims Consultants and us prior to the merger and therefore, this transaction was not an arms length transaction. No finder fees or compensation, direct or indirect, were paid in connection with this merger. In the future it is possible that we may enter into additional transactions with companies in this industry in furtherance of these business objectives. Currently, we do not have any contemplated acquisitions and have not had any discussions with companies in the industry to complete such a transaction.

Our principal executive offices are located at 6365 Taft Street, Suite 1003, Hollywood, FL 33024. Our telephone number is 954-894-0043.

AAA Public Adjusting Group, Inc is a holding company or also commonly known as the parent company. AAA Public Adjusting Group currently owns 100% of its subsidiary, "Florida Claims Consultants, LLC". In discussing revenue, business operations, management, risks and description of business, we include AAA Public Adjusting Group, Inc. and that of its wholly owned subsidiary Florida Claims Consultants, LLC.

-4-

Florida Claims Consultants, LLC (FCC) is a consumer advocate licensed by the Florida Department of Insurance as "public insurance adjusters" to protect consumer rights. A public insurance adjuster is an authority on loss adjustments that property owners can retain to assist in preparing, filing, and adjusting their insurance claims. Ones home or business is often the clients largest investment, and FCC has earned millions of dollars for its clients

Florida Claims Consultants is owned and operated by claims professionals with more than 100 years combined experience handling all types of insurance claims. FCC is committed to representing the clients interest in evaluating and presenting a claim to the insurance company responsible for payment.

Florida Claims Consultants is dedicated to representing clients interests by maximizing and expediting their financial recovery and makes sure policy provisions are fully adhered to. Insurance companies have the benefit of their claims representatives estimating property damage , the property owner needs an advocate to ensure proper payment is made.

FCC has the experience and knowledge to interpret policy language to assure clients receive proper payment for all covered damages. FCC completes a full assessment of the loss, prepares the necessary documentation and represents the client to the insurance carrier. FCC specializes in the areas of First party commercial, residential, and marine insurance.

FCC has assisted residential and commercial property owners obtain upward adjustments on thousands of insurance claims.

Hurricane and other causes of damage, carry a five year statute of limitations, even if funds have already been distributed and the case closed by the insurance carrier. Likewise, it is rare that a client of FCC surrenders the rights to an additional claim if new damage is discovered. In recent cases where the insurance carrier paid little or no compensation, FCC was able to obtain the financial recovery in the range of 100-1000%+ more than the original payment.

The Offering

As of June 30, 2008, we have 6,016,032 shares of our common stock outstanding. This offering is comprised of securities offered by selling security holders only. Although we have agreed to pay all offering expenses, we will not receive any proceeds from the sale of the securities. The offering price of $5.53 was determined by the price shares were sold to our stockholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents for listing on the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

-5-

Following this offering, Mr. Antonelli, Mr. Bach and Mr. Monahan will own approximately 99 percent of the outstanding common stock and our voting power. As a result, they alone will be able to exercise control over many matters requiring approval by the board of directors or our stockholders. As a result, they will be able to:

• Control the composition of our board of directors;
• Control our management and policies;
• Determine the outcome of significant corporate transactions.

We conduct business in a number of states and are subject to comprehensive regulation and supervision by government agencies in many of the states in which we do, and plan to do business. The primary purpose of such regulation and supervision is to provide safeguards for our clients as policy holders of insurance carriers rather than to protect the interests of stockholders. The laws of various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other things, licensing to transact business, licensing of adjusters and regulating commission rates.

We act as a consumer advocate licensed by the Florida Department of Insurance, as Public Insurance Adjusters. Florida as well as other states could choose to reduce the commissions we receive. Any such event, in a state we have substantial operations, such as Florida, could substantially affect the profitability of our operations in such state, or cause us to change or marketing focus.

Our success depends upon the general acceptance of our services by the public both private and commercial. If these groups do not embrace the services of a public adjuster, our operations will be adversely affected. The market for public adjusters, although not new, is however in its early stages of development and awareness by the public. We cannot assure that a sufficiently broad base of consumers and businesses will adopt, and continue to use, the services of public adjusters. Our business prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in acquiring new business in this area.

-6-

D. If We Are Unable To Retain and Attract Qualified Personnel, Our Business Could Suffer

Our current and future success depends on our ability to identify, attract, hire, train, retain and motivate highly skilled adjusters, managerial, sales and marketing, customer service and professional personnel. We may be unable to successfully attract, assimilate or retain sufficiently qualified personnel. If we fail to retain and attract the necessary managerial, sales and marketing and customer service personnel our business could suffer.

E. Historical Operating Results and Revenue Growth May Not be Indicative of Future Performance

Revenue has decreased from $4,489,506 in 2006 to $2,621,895 in 2007. We cannot guarantee what growth rates m ay be in future periods. Therefore, our future operating results may not reflect past performance.

In addition, our business depends on the ability to attract clients, maximize their financial recovery and make sure policy provisions are fully adhered to

There is no established public trading market or market maker for our securities. There can be no assurance that a market for our common stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our securities you may be unable to sell them. Accordingly, you should be able to bear the financial risk of losing your entire investment.

We may be unable to locate a market maker that will agree to sponsor our securities. Even if we do locate a market maker, there is no assurance that our securities will be able to meet the requirements for a quotation or that the securities will be accepted for listing on the OTCBB.

We intend to apply for listing of the securities on the OTCBB, but there can be no assurance that we will be able to obtain this listing.

We have never paid dividends. We do not anticipating declaring or paying dividends in the foreseeable future, and we intend to retain any future earnings to finance its growth. Our dividends will be at our Board of Directors discretion and contingent upon our financial condition, earnings and capital requirements.

-7-

An investor should be aware that a dividend, either in cash or shares, may never be paid by the company and therefore, the shares of the company should not be purchase by an investor as an income producing security.

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

There is no established public market for our shares. As a result, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value.

In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. The selling stockholders will sell our shares at $5.53 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

The common stock to be sold by the selling stockholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing stockholders.

The securities are being sold by the selling security holders named below.

Pursuant to this registration statement, when and if cleared by the Securities and Exchange Commission, these shares can be sold in any and all states that recognize an effective registration statement. The table indicates that all the securities held by each individual will be available for resale after the offering. We believe that the selling security holders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities. Frederick Antonelli, Karl Bach and Kevin Monahan, have no plans or intentions to use this registration statement.

-8-

1. Ronald Antonelli is the father of Frederick Antonelli.
2. Hannelore Bach is the mother of Karl Bach.
3. Patricia Bach is the sister of Karl Bach
4. The owner of S&K Appraisal is Steven Scantzoulis
5. Leah Karklins is the sister in law to Michael Karklins

-9-

We intend to seek qualification for sale of the securities in those states that the securities will be offered. That qualification is necessary to resell the securities in the public market and only if the securities are qualified for sale or are exempt from qualification in the states in which the selling stockholders or proposed purchasers reside.

There is no assurance that the states in which we seek qualification will approve of the security resale.

If the securities are approved for a public market and the trading price of our common stock becomes less than $5.00 per share, our stock would be considered a penny stock and trading in our common stock would also be subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements.

The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a "penny stock", including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. Such requirements may severely limit the liquidity of our common stock in the secondary market because few brokers or dealers are likely to undertake such compliance activities. Generally, the term "penny stock" refers to a stock with a market price of less than $5.00 per share, which is not traded on a national securities exchange or quoted on NASDAQ. An active trading market in our common stock may not be able to be sustained because of
these restrictions.

The securities offered, by this prospectus may be sold by the selling security holders or by those, to whom such shares are transferred. We intend to have our stock quoted on the OTCBB.

If and when such time our stock is quoted on the OTCBB, the securities will be priced at prevailing market prices or at privately negotiated prices. The stockholders will sell at a price of $5.53 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We are not aware of any underwriting arrangements that have been entered into by the selling security holders. The distribution of the securities by the selling security holders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions, privately negotiated transactions.

-10-

Any of the selling security holders, acting alone or in concert with one another, may be considered statutory underwriters under the securities act of 1933, if they are directly or indirectly conducting an illegal distribution of the securities on behalf of our corporation. For instance, an illegal distribution may occur if any of the selling securities holders provide us with cash proceeds from their sales of the securities.

If any of the selling stockholders are determined to be underwriters, they may be liable for securities violations in connection with any material misrepresentations or omissions made in this prospectus.

In addition, the selling security holders and any brokers and dealers through whom sales of the securities are made may be deemed to be "underwriters" within the meaning of the securities act, and the commissions or discounts and other compensation paid to such persons may be regarded as underwriters' compensation.

The selling security holders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, accounts or loan transactions. Upon default by such selling security holders, the pledgee in such loan transaction would have the same rights of sale as the selling security holders under this prospectus. The selling security holders also may enter into exchange traded listed option transactions, which require the delivery of the securities, listed under this prospectus. The selling security holders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration and upon any such transfer the transferee would have the same rights of sale as such selling security holders under this prospectus.

The selling security holders that during such time as they may be engaged in a distribution of the shares are required to comply with Regulation M under the Securities Exchange Act. With certain exceptions, Regulation M prohibits any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security.

There can be no assurances that the selling security holders will sell any or all of the securities. In order to comply with state securities laws, if applicable, the securities will be sold in jurisdictions only through registered or licensed brokers or dealers. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. Under applicable rules and regulations of the exchange act, as amended, any person engaged in a distribution of the securities may not simultaneously engage in market-making activities in these securities for a period of one or five business days prior to the commencement of such distribution.

-11-

All of the foregoing may affect the marketability of the securities. Pursuant to the various agreements we have with the selling securities holders, we will pay all the fees and expenses incident to the registration of the securities, other than the selling security holders' pro rata share of underwriting discounts and commissions, if any, which is to be paid by the selling security holders.

The following description is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation and Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

The securities offered by this prospectus must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we fail to meet these qualifications, the securities may be deprived of any value.

We are authorized to issue maximum of 50,000,000 common stock. As of June 30, 2008 there were, 6,016,032 of shares common shares, issued and outstanding. The Board of Directors' authority to issue stock without stockholder consent may dilute the value of your stock.

We are authorized to issue 50,000,000 shares of common stock and 20,000,000 preferred, $.0001 par value.

As of June 30, 2008 there were, 6,016,032 of common shares, issued and outstanding, and no preferred.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of common stock holding, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Our principal stockholders, Mr. Antonelli, Mr. Bach and Mr. Monahan, collectively own approximately 99% of our common stock. Collectively, Mr. Antonelli, Mr. Bach and Mr. Monahan will have significant influence over all matters requiring approval by our stockholders, but not requiring the approval of the minority stockholders.

-12-

In addition, Mr. Antonelli, Mr. Bach and Mr. Monahan will be able to elect all of the members of our Board of Directors, allowing them to exercise significant control of our affairs and management. In addition, they may affect most corporate matters requiring stockholder approval by written consent, without a duly-noticed and duly-held meeting of stockholders

All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of the funds legally available and subordinate to the rights, if any, of the holders of outstanding shares of preferred stock. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained for development of our business.

Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. Therefore, there can be no assurance that any dividends on the common stock will be paid in the future.

To date, we have never paid dividends. We do not anticipate declaring or paying dividends in the foreseeable future. Our retained earnings, if any, will finance the development and expansion of our business.

Our dividends will be at our Board of Directors' discretion and contingent upon our financial condition, earnings, capital requirements and other factors. Future dividends may also be affected by covenants contained in loan or other financing documents we may execute. Therefore, there can be no assurance that cash dividends of any kind will ever be paid.

Holders of common stock have no preemptive or other subscription rights, conversion rights, redemption or sinking fund provisions. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

SHARES ELIGIBLE FOR FUTURE SALE.

The 16,032 shares of common stock sold in this offering will be freely tradable without restrictions under the Securities Act.

-13-

In general, under Rule 144 as currently in effect, any of our affiliates, namely Frederick Antonelli, Karl Bach and Kevin Monahan, our sole directors, and any person or persons whose sales are aggregated who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates, who have held their restricted shares for one year may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resale of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions.

Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities. However, in the event that a market develops for our common stock, Rule 144A would no longer be available.

The financial statements included in this prospectus and the registration statement have been audited by Baum & Company, P.A. to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and is included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The Validity of our common stock has been included in this prospectus in reliance upon Jonathan D Leinwand, P.A. as an expert.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

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Our wholly owned subsidiary, Florida Claims Consultants (FCC) is a consumer advocate licensed by the Florida Department of Insurance as "public insurance adjusters" to protect consumer rights. A public insurance adjuster is an authority on loss adjustments that property owners can retain to assist in preparing, filing, and adjusting their insurance claims. Ones home or business is often the clients largest investment, and FCC has earned millions of dollars for its clients

Florida Claims Consultants is owned and operated by claims professionals with more than 100 years combined experience handling all types of insurance claims. FCC is committed to representing the clients interest in evaluating and presenting a claim to the insurance company responsible for payment.

Florida Claims Consultants is dedicated to representing client interests by maximizing and expediting their financial recovery and makes sure policy provisions are fully adhered to. Insurance companies have the benefit of their claims representatives estimating property damage, the property owner needs an advocate to ensure proper payment is made.

FCC has the experience and knowledge to interpret policy language to assure clients receive proper payment for all covered damages. FCC completes a full assessment of the loss, prepares the necessary documentation and represents the client to the insurance carrier. FCC specializes in the areas of First party commercial, residential, and marine insurance.

FCC assisted residential and commercial property owners obtain upward adjustments on thousands of insurance claims.

Hurricane and other causes of damage, carry a five year statute of limitations, even if funds have already been distributed and the case closed by the insurance carrier. Likewise, it is rare that a client of FCC surrenders the rights to an additional claim if new damage is discovered. In recent cases where the insurance carrier paid little or no compensation, FCC was able to obtain the financial recovery in the range of 100-1000%+ more than the original payment.

BUSINESS DEVELOPMENT.

We were incorporated in the State of Florida on June 1, 2007, as a holding company for our wholly owned subsidiary company, Florida Claims Consultants, LLC.

-15-

PRINCIPAL PRODUCTS AND SERVICES.

FCC is a public adjusting company, licensed by the Florida Department of Financial Services (fldfs), the same regulatory agency that controls the insurance companys adjuster. As such, it represents both commercial and residential property owners in their claims for damage to their property, from all types of covered losses. Public adjusters are the only adjusters who do not represent the interest of the insurance carrier but rather those of the policyholder. FCC specializes in the detailed assessment of damage in order to maximize the recovery of the policy holder.

As public adjusters, FCC specializes in servicing clients from three categories:

Residential

Commercial

Marine

FCC handles all aspects of property damage claims on behalf of the policy holder. Consumers are usually unaware of the fine details of their policy and therefore not able to determine what they are entitled to under their policy provisions. FCC relieves them of the stress and aggravation of dealing with their insurance company, as well as making every effort to maximize their settlement. FCCs knowledge and experience makes it possible for the Company to better interpret policy language as it applies to a claim.

Hurricanes / Tornados

Fire / Smoke

Water Damage

Roof Leaks

Windstorms / Hail

A/C Leaks

Broken Water Pipes

Collapse

Falling Objects

Vandalism

Theft

Lighting

Electrical Surge

Marine

-16-

EDNAS is a workflow method utilized by FCC to streamline operations and along with its specialization technique ensures efficient and accurate processing of their clients financial recovery.

EDNAS: Evaluate-Document-Negotiate-Advise-Settle

Evaluate. FCC begins by creating a detailed estimate of the cost associated with all areas of coverage within the policy.

Document. The Company documents all evidence to substantiate its estimate, including the scope of the damage, the current pricing for repair or replacement, applicable building code and Florida statutes.

Negotiate. FCC aggressively negotiates with insurance carriers on behalf of property owners, who would otherwise have no way to determine if they were being properly compensated.

Advise. FCC discusses the claims and its negotiation with the clients Insurance carrier to ensure every concern of the client has been met.

Settle. FCC achieves what it considers a fair settlement, through negotiation. As licensed appraisers, FCC will represent the policy holder at an arbitration-like proceeding or work with an attorney experienced in 1^st party claims to prepare for litigation. All of this is done at no extra cost to the consumer.

FCC is paid on a contingency basis (anywhere from 10-33% of the net settlement amount) There are no other fees or costs charged by the Company, and FCC collects its fees only when a settlement has been paid. There is no upfront cost to retain FCC, thus a successful slogan often used by the Company is:

"No Recovery / No fee = No Risk."

Another key element is that FCC can be retained to represent a property owner at any point in the claim process, even after an initial settlement check has been issued by the carrier, and cashed by the insured. Many people believe the myth that cashing a check precludes an additional recovery, and that it implies final acceptance. Over the last 2-3 years, FCC has reopened thousands of underpaid hurricane claims resulting in millions of dollars in additional recoveries. In Florida, as in most other states, FCC can reopen a claim, which the carrier deems closed, up to five years from the date of loss. This becomes an important fact in light of the many hurricanes to hit Florida over the last few years, and the prediction of the globe entering a period of increased hurricane activity, for the next 10-20 years. Such natural disasters only contribute to FCCs historical and future success.

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Many property owners have been victimized twice, first by the disaster, then by having cases closed by their carriers with settlements insufficient to repair their homes or businesses. It is not uncommon for FCC to achieve settlements 200%-300% greater than the initial payment (in some cases, the results of FCC efforts have been greater than 10x the original payment). FCC has given countless clients the ability to repair their homes and regain their lives when all hope was lost.

FCC will attract and maintain its share of the market by building on its solid foundation of satisfied customers and through the valuable commodity of referrals by satisfied clients accompanied with unique and powerful advertising and client education. The Company continues its efforts to educate the property owning public about its industry. It is estimated that 90% of policyholders are unaware that they have the right to have a state licensed insurance professional represent their interest. Public adjusters are the best kept secret in the insurance industry, and the insurance companies like it that way!

Through various marketing methods, such as print, radio and television advertising, FCC educates property owners about the importance of having a licensed professional represent their interests in the claims process. People unaware of public adjusters are not likely to know what to search for online. However, FCC utilizes pay per click networks to obtain a high ranking when someone uses a search engine to find a public adjuster.

FCC also gains community outreach through local chambers of commerce and civic organizations. FCC raises public awareness of the benefits of proper representation for property damage claims.

Concentrated public relations efforts will attract significant media coverage, because the press is more likely to write about companies with obvious consumer benefits. While a portion of the marketing budget will drive statewide initiatives, regional advertising budgets are directed toward areas affected by natural disasters.

The competitive marketplace can be divided into 4 groups:

1. Opportunist

2. Mom & Pop

3. Mid Tier

4. Large Tier

The first three classes, opportunist (public adjusters who work in major disasters and often have regular jobs outside of adjusting, mom & pop (small family owned adjusters or law firms with under 6 employees), mid tier (company that expand and contract employees with storm activity and handle small demographical areas) are often overwhelmed and their claims processing is longer than that of a large company with a dedicated staff.

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FCC considers itself to be a large tier company with a larger dedicated year round staff and subcontractors exclusive to the operations of FCC and the ever expanding demographical coverage area.

Examples of some direct competitors of FCC:

Ameriloss Public Adjusters

Epic Group

Lesser and Company

BCH Consulting Inc.

Prime State Public Adjusters

Statewide there are about 121 competitors. Adjusting Today is a trade publication often reporting on competitors activities. FCCs operation differs from the ones noted above and others in that the competitions employees must perform all facets of the public adjusting process; whereas our licensed adjusters only perform a specialized task within its unique operational processes.

Mid tier companies grow and compresses with storm activity and its marketing surges. Mid tier companies do not generate referral business in the same manner that FCC is able. The competitor staff does not possess the technical strength to represent their clients comparable to that of FCC, and the settlement may therefore not be optimized for the client. Mid tier companies average experience level of their senior adjusters is 2.5 years. In Contrast FCCs average experience level is over 16.5 years. Generally, Mid-tier companies also require its settlers to market new business and help with the collection of fees; taking away from their time and ability to properly negotiates their clients claims.

The remainder of the competitor businesses is partially dependent on hurricanes and the reconstruction field. These firms work more like a brokerage house in that they hire excessive amounts of employees (work for hire), in the hopes of acquiring new clients from the new employees contacts. They are not concerned with training or the success of the employee. As a result, they have a high turnover rate. This lack of finding qualified professionals means they do not possess the professional sales force to find new clients; or the claims force required to properly handle their clients settlement.

Another important component of the unique position of FCC over its competitors is its involvement in FAPIA. FAPIA is Florida Association of Public Insurance Adjusters and even though is just statewide is larger and considered stronger than its nationwide counterpart. Our vice president of operations serves on the board of this powerful organization. Through his position on this organization FCC can obtain a great amount of information in regard to its industry and any changes that may be developing. Moreover, FCC will have first knowledge of any new competitive force that may be entering the market and can assist FCC in acting accordingly.

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We currently have four full time employees. Also, within the everyday operations of the business of public adjusting, we often utilize approximately 12-18 subcontractors (adjustors) at any given time.

We conduct business in a number of states and are subject to comprehensive regulation and supervision by government agencies in many of the states in which we do, and plan to do business. The primary purpose of such regulation and supervision is to provide safeguards for our clients as policy holders of insurance carriers, rather than to protect the interests of stockholders. The laws of various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other things, licensing to transact business, licensing of adjusters and regulating commission rates

We are presently using office space at 6365 Taft Street, Suite 1003, Hollywood, FL 33024, which consists of 1,210 sq ft at a rate of $1,924 per month. We feel that this space is adequate for our needs at this time, and we feel that we will be able to locate adequate space in the future, if needed, on commercially reasonable terms.

There are no legal proceedings pending or threatened against us.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

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We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC Internet website at http://www.sec.gov.

The summarized consolidated financial information presented below is derived from and should be read in conjunction with our detailed financial statements, as applicable, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Management Discussion and Analysis" of this prospectus.

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Our company is a consumer advocate licensed by the Florida Department of Insurance as "public insurance adjusters" to protect consumers rights. A public insurance adjuster is an authority on loss adjustments that property owners can retain to assist in preparing, filing, and adjusting their insurance claims. Ones home or business is often the clients largest investment, and FCC has earned millions of dollars for its clients

We are owned and operated by claims professionals with more than 100 years combined experience handling all types of insurance claims. FCC is committed to representing the client interest in evaluating and presenting a claim to the insurance company responsible for payment.

Our business is dedicated to representing client interests by maximizing and expediting their financial recovery and makes sure policy provisions are fully adhered to. Insurance companies have the benefit of their claims representatives estimating property damage, the property owner needs an advocate to ensure proper payment is made.

We believe the current economic environment will not materially or adversely affect our business. Our current cash position along with cash flow from continuing operations will be adequate to sustain operations into the foreseeable future.

For the year ended December 31, 2007, revenue was $2,621,895 compared with $4,489,506 in the year ended December 31, 2006. This decrease in revenue of $1,867,611 is mainly attributed to the decrease in the number of Hurricane Wilma related claims.

For the year ended December 31, 2007, commissions were $1,511,172 or 57.6% of revenue compared to $2,798,433 or 62.3% of revenue in the year ended December 31, 2006. This decrease in costs associated with commissions to adjustors is mainly attributed to better management of claims through our EDNAS claims processing system.

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Costs associated with consulting services for the year ended December 31, 2007 was $425,488 compared to $634,308 in the year ended December 31, 2006. This decrease of $208,820 is attributed two factors (1) the diminishing need for third party consultants due to the winding down of Hurricane claims (2) the discontinuation of consulting fees paid to our founders, as our founders have regained full ownership of our company in the beginning of the fourth quarter of 2007.

Payroll expenses for the year ended December 31, 2007 was $361,414 compared to $395,814 in the year ended December 31, 2006. This decrease of $34,400 was mainly attributed to cost reductions.

Our advertising expenses for the year ended December 31, 2007 was $113,097 compared to $65,812 in the year ended December 31, 2006. This increase of $47,285 in advertising expenses is a direct response to a shift from facilitating large case loads of hurricane related claims to a return to normal business operations.

Other general and administrative expenses for the year ended December 31, 2007 was $322,184 compared to $438,896 in the year ended December 31, 2006. This decrease of $116,712 was largely due to expense reduction efforts throughout the fiscal year.

The loss from operations for the year ended December 31, 2007 was $117,853 compared to a gain of $150,427 in the year ended December 31, 2006. This loss is mainly attributed to the decrease in hurricane related claims.

At December 31, 2007, the company had $80,538 in available cash. Cash provided by operating activities was $31,034. Net cash used by investment activities was $5,819 due to the purchase of equipment. Net cash provided by financing activities were $33,450 due to the cash received from the sale of common stock. The sale of common stock was to raise funds to finance the costs of going public.

We anticipate that our existing cash and cash equivalents and cash flows from continuing operations will be sufficient to support our operations for at least the next twelve months.

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In December 2001, the Securities and Exchange Commission (SEC) requested that all registrants discuss their most "critical accounting policies" in Managements discussion and Analysis of Financial Condition or Plan of Operation. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of the companys financial condition and results and requires managements most difficult, subjective ort complex judgments, often as a result of the need to make estimates about the effect of matters that are relatively uncertain. Our significant accounting policies are described in Note 1 to our financial statements included in this form: however, we believe none of them is considered to be critical.

For the six months ended June 30, 2008, revenue was $925,428 compared with $1,407,151 for the six months ended June 30, 2007. This decrease of $481,723 is due to the diminishing number of hurricane related claims.

Commission expenses for adjustors for the six months ended June 30, 2008 was $517,912 or 56% compared with $790,163 or 56%, for the six months ended June 30, 2007. As a percentage of revenue, commission expenses remained flat at 56% of revenue.

Consulting expenses for the six months ended June 30, 2008 was $46,436 compared to $210,068 for the six months ended June 30, 2007. This decrease in expenses is mainly attributed to the founders regaining control of the company, thus discontinuing their consulting fees.

Payroll expense for the six months ended June 30, 2008 was $127,866 compared to $169,124 for the six months ended June 30, 2007. This decrease of $41,258 is attributed to the elimination of one employee and payroll costs reductions.

For the six months ended June 30, 2008, other general and administration expenses were $220,846 compared to $232,945 for the six months ended June 30, 2007. This decrease of $12,099 was mainly attributed to cost reductions.

The net income for the six months ended June 30, 2008 was $6,284 compared with $3,536, for the six months ended June 30, 2007. This increase is a result of the factors discussed above.

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At June 30, 2008, the company had $122,754 in available cash. Net Cash provided by operating activities was $73,222. Net cash used by investment activities was $5,000 due to the purchase of equipment. Net cash used in financing activities were $26,006 due to repayment of loans.

We anticipate that our existing cash and cash equivalents and cash flows from continuing operations will be sufficient to support our operations for at least the next twelve months.

In December 2001, the Securities and Exchange Commission (SEC) requested that all registrants discuss their most "critical accounting policies" in Managements discussion and Analysis of Financial Condition or Plan of Operation. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of the companys financial condition and results and requires managements most difficult, subjective ort complex judgments, often as a result of the need to make estimates about the effect of matters that are relatively uncertain. Our significant accounting policies are described in Note 1 to our financial statements included in this form: however, we believe none of them is considered to be critical.

The accounting firm of Baum & Company, CPAs, P.A. audited our financial statements. We have had no disagreements with our accountants

1. Directors and Officers. Our Bylaws provide that we shall have a minimum of one director on the board at any one time. Vacancies are filled by a majority vote of the remaining directors then in office. The directors and executive officers of AAA Public Adjusting Group, Inc. are as follows:

NAME AND ADDRESS	AGE	POSITIONS HELD
Frederick Antonelli	41	President, CEO, Director
Kevin Monahan	36	CFO, COO, Director
Karl Bach	41	Director

Frederick Antonelli, Karl Bach and Kevin Monahan will serve as the directors until our next annual stockholder meeting to be held within six months of our fiscal year's close or until a successor is elected who accepts the position.

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Directors are elected for one-year terms. Mr. Antonelli and Mr. Monahan will dedicate at least 80% of their time, towards the business of AAA Public Adjusting Group, Inc., and that of its subsidiary, which will also include, but not limited to, accounting and financial reporting. Mr. Bach acts as and advisor through his directorship and expects to dedicate time as needed by the company.

Fred Antonelli:

As CEO and President of Florida Claims Consultants, LLC, Mr. Antonelli has brought to FCC years of dedicated experience as an independent sales consultant. Since 1985, he has consulted for several different companies. During his six year tenure at Clearview Windows, his expertise in sales, marketing and training produced 25% YOY growth. At All Points Contracting, Mr. Antonelli expanded their exposure and operations from a small 2 person office producing $500,000 in sales to $2.5 million in the first year.

From 2000, Mr. Antonelli has been responsible for the entire sales, marketing and training aspects for public adjusting services of Florida Claims Consultants, taking the company from a 3 men operation working out of a 5x8 office, into a position of current leadership in South Florida. Mr. Antonelli developed both the marketing and training campaigns that has proven extremely successful and has been integral to the dramatic rise in revenue, demographical growth and employee retention of FCC.

Kevin Monahan

As COO, Mr. Monahan is responsible for managing the day to day activities of the company, to ensure the growth of development, design and operation of the companys procedures. As CFO, Mr. Monahan works with third party Accountants and Auditors to ensure correct and timely filings of its financials. Moreover, as the company positions itself for public trading, Mr. Monahan will play an integral role in delivering its financials in accordance with the Securities and Exchange Commission rules (SEC).

Mr. Monahan is a graduate of St. Johns University. From 1996-1999, he began his financial career with On-Site Trading, Inc. (now A.B. Watley) as a licensed trader, holding series 7, 63, 55, 62 licenses. From 1999-2001, Mr. Monahan consulted for Program Trading Corp, successfully redeveloping its infrastructure and increased its trading floor capacity. From 2001to the present, Mr. Monahan is the CEO of Monahan Consulting, Inc. a corporate consulting company for small to mid tier companies. Monahan Consulting has assisted numerous public companies, as well as providing corporate advisement for privately held companies. Mr. Monahan has also provided quantitative analysis, for forecasting and data analysis.

Significant Employees. Other than Frederick Antonelli and Kevin Monahan there are no employees who are expected to make a significant contribution to our corporation.

2. Family Relationships. There are no family relationships among our officers, directors, or persons nominated for such positions.

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3. Legal Proceedings. No officer, director, or persons nominated for such positions and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management.

We have neither employment agreements, nor consulting agreements with any of our officers or directors. We do not contemplate entering into any employment agreements.

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers or directors.

There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

The following tables set forth the ownership, as of June 30, 2007, of our common stock (a) by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, and (b) by each of our directors, by all executive officers and our directors as a group.

To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

-27-

1. Security Ownership of Certain Beneficial Owners.

Title of Class	Name and Address	No. Of Shares	Nature of Ownership	Approx. Current % Owned
Common	Frederick Antonelli 6365 Taft Street, Suite 1003 Hollywood, FL 33024	2,000,000	Held of record	33%
Common	Karl Bach 6365 Taft Street, Suite 1003 Hollywood, FL 33024	2,000,000	Held of record	33%
Common	Kevin Monahan 6365 Taft Street, Suite 1003 Hollywood, FL 33024	2,000,000	Held of Record	33%

2. Security Ownership of Officers and Directors.

Title of Class	Name and Address	No. Of Shares	Nature of Ownership	Current % Owned
Common	Frederick Antonelli 6365 Taft Street, Suite 1003 Hollywood, FL 33024	2,000,000	Held of record	33%
Common	Karl Bach 6365 Taft Street, Suite 1003 Hollywood, FL 33024	2,000,000	Held of record	33%
Common	Kevin Monahan 6365 Taft Street, Suite 1003 Hollywood, FL 33024	2,000,000	Held of record	33%

 

All officers and directors as group 6,000,000 Direct 99%

3. Changes in Control.

Our subsidiary, Florida Claims Consultants, LLC, was founded in March of 2004 by Mr. Antonelli and Mr. Bach. In 2005 the company transferred ownership to Mr. Lombardi under a purchase agreement. The terms of the agreement was later broken by Mr. Lombardi in September 2007, causing the forfeiture of control back to the original founders.

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On October 22, 2007, 2,000,000 shares of AAA Public Adjusting Group, Inc. common stock were sold to Mr. Monahan for $200. Immediately thereafter, both Mr. Antonelli and Karl Bach had exchanged their membership interests in Florida Claims Consultants LLC., for 2,000,000 shares of AAA Public Adjusting Group Inc., common stock, each.

Other than the sale listed above, we have not entered into any transactions with our officers, directors, persons nominated for such positions, beneficial owners of 5% or more of our common stock, or family members of such persons. We are not a subsidiary of any other company. Our President, Frederick Antonelli, was our only promoter.

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Stockholders and Board of Directors

AAA Public Adjusting Group, Inc

We have audited the accompanying consolidated balance sheets of AAA Public Adjusting Group, Inc. as of December 31, 2007 and 2006 and the statements of operations, cash flows and stockholders' equity for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of AAA Public Adjusting Group, Inc. as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the years ended in conformity with accounting principles generally accepted in the United States of America.

Miami Beach, Florida

September 5, 2008

/s/ Baum & Company, P.A.

F-1

The accompanying notes are an integral part of the financial statements

The accompanying notes are an integral part of the financial statements

The accompanying notes are an integral part of the financial statements

The accompanying notes are an integral part of the financial statements

F-5

Organization

NOTE 4 - LEASE COMMITMENTS

The accompanying notes are an integral part of the financial statements

The accompanying notes are an integral part of the financial statements

The accompanying notes are an integral part of the financial statements

Notes Payable

We are authorized by our Bylaws to indemnify, agree to indemnify or obligate our company to advance or reimburse expenses incurred by our directors, officers, employees or agents in any proceeding as indicated in section 607.0850 of the Florida Statute, to the full extent of the laws of the State of Florida as now or hereafter exist.

A corporation shall have power to indemnify its director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by our directors, officers or controlling persons in the successful defense of any action, suit or proceedings, is asserted by such director, officer, or controlling person in connection with any securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.

PART II

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by our corporation in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. Management has agreed to pay all the costs and expenses of this offering. Selling Security Holders will pay no offering expenses.

* Estimated Figure

In October 22, 2007, we issued 2,000,000 shares of our common stock to one of our founders, Kevin Monahan, at par, per share, for an aggregate amount of $200.00. Also on October 22, 2007 we issued 2,000,000 of common stock to each Frederick Antonelli and Karl Bach, our other founders, an aggregate of 4,000,000, in a share exchange consisting of all membership interest of Florida Claims Consultants, LLC.

Between November 2007 and January 2008 we issued 16,032 share of our common stock at a price of $5.53 per share or aggregate cash proceeds of $88,656.96 to 28 investors, indicted in the table below, of which 7 persons were of accredited and 21 are non-accredited status. Approximately 35 investors were solicited and 28 of these people purchased AAA Public Adjusting Group common stock. The investors were business associates and friends. All solicitations were done by Frederick Antonelli and Karl Bach, two of our founders. Stock certificates contain a legend that evidences the securities have not been registered under the Act and therefore cannot be resold unless they are registered under the Act or unless an exemption from registration is available. See Exhibit 4 for a sample of the companys common stock certificate.

-31-

Our shares were issued in reliance on the exemptions from registration provided by Rule 504 of Regulation D and Section 4 (2) of the Securities Act (transactions by an issuer not involving any public offering). Each investor was provided with a detailed and specific business plan describing our operations of public adjusting. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

As a result, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

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The Registrant undertakes:

1. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant is registering securities under Rule 415 of the Securities Act and hereby undertakes:

1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

1. Include any prospectus required by Section 10(a)(3) of the Securities Act;
2. Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement
3. Include any additional or changed material information on the plan of distribution.

1. That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

2. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering

The undersigned Registrant hereby undertakes that:

3. For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

1. Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
2. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
3. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
4. Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

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Since the small business issuer is subject to Rule 430C

1. Request for Acceleration of Effective Date.  If the small business issuer (Registrant) requests acceleration of the effective date of this registration statement under Rule 461 under the Securities Act, it shall include the following:

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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of Hollywood, State of Florida on September 19, 2008.

AAA Public Adjusting Group, Inc.

/s/Frederick Antonelli

By: Frederick Antonelli, President, CEO, and Director

Date: September 19, 2008

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

/s/ Kevin Monahan

By: Kevin Monahan, CFO, COO, and Director

Date: September 19, 2008

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1’ Filing		Date		Other Filings
		5/13/14		None on these Dates
		5/1/13
		11/10/12
		2/1/12
		7/31/10
		5/27/10
		6/1/09
		12/31/08
		12/15/08
Filed on:		9/26/08
		9/19/08
		9/5/08
		8/31/08
		7/1/08
		6/30/08
		12/31/07
		11/15/07
		10/23/07
		10/22/07
		6/30/07
		6/1/07
		12/31/06
		6/30/06
		1/1/06
		3/3/04
				List all Filings

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4 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/09 SEC UPLOAD¶ 9/22/17 1:31K Emperial Americas, Inc. 2/09/09 SEC UPLOAD¶ 9/22/17 1:28K Emperial Americas, Inc. 1/09/09 SEC UPLOAD¶ 9/22/17 1:52K Emperial Americas, Inc. 10/23/08 SEC UPLOAD¶ 9/22/17 1:62K Emperial Americas, Inc.

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