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) ~~June~~October 724, 2006

CCI Group, Inc.

(Exact name of Registrant as specified in charter)

Utah 333-40954 90-023951

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification No.)

8 Sayers Path, Wainscott, New York 11975

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (646) 827-9733

(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 (see General Instruction A.2. below):

[ ] 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~following~~October is24, a2006, ~~summary~~in of the ~~Agreement~~matter ~~and~~entitled ~~Plan~~Independent ofFinancial ~~Share~~Service, ~~Exchange~~Plaintiff ~~and~~v. ~~the~~CCI ~~Management~~Group, ~~Agreement which~~Inc., weDefendant ~~entered~~pending ~~into~~in onthe ~~June~~United 7,States ~~2006~~District ~~with~~Court ~~All~~for ~~American~~the ~~Plazas,~~District ~~Inc.~~of Rhode Island, anDocket ~~unaffiliated~~No. ~~third~~C.A. ~~party~~04-378L ~~(All~~a ~~American),~~bench decision and isorder ~~qualified~~following ina ~~its~~non-jury ~~entirety~~trial was issued by ~~the~~United ~~Agreement~~States ~~and~~District ~~Plan~~Judge ofRonald ~~Share~~R. ~~Exchange~~Lagueux finding ~~and~~for ~~Management~~the ~~Agreement,~~plaintiff ~~both~~on ofits ~~which~~breach ~~are~~of ~~attached~~contract asclaim anand ~~exhibit~~entering tojudgment ~~this~~against ~~Form~~CCI ~~8-K~~Group, Inc. ~~Unless~~ (the ~~context~~“Company”) ~~indicates~~in ~~otherwise,~~the ~~capitalized~~amount ~~terms~~of ~~herein~~$504,000 ~~shall~~plus ~~have~~interest ~~the~~thereon ~~meanings~~at ~~set~~the ~~forth~~rate inof ~~the~~12% ~~Agreement~~per ~~and~~annum ~~Plan~~from ofJuly ~~Share~~29, ~~Exchange~~2004 ~~attached~~in asthe antotal ~~exhibit~~amount ~~hereto.~~of $639,211.00.

OnThe ~~June~~Court 7found that plaintiff, ~~2006~~Independent Financial Service (“IFS”), weand the Company had entered into ana ~~Agreement~~written agreement on June 17, 2004 which provided that IFS would act as agent for the Company in negotiating and ~~Plan~~obtaining financing commitments for the Company The (“Agreement”) In exchange for these services the Company agreed that IFS would be paid a fee of ~~Share~~four ~~Exchange~~percent (~~SEA~~4%) ~~with~~of ~~All~~the ~~American~~gross ~~Plazas,~~amount ~~Inc.,~~of any such financing and an ~~unaffiliated~~equity ~~third~~participation ~~party~~equal ~~(All~~to ~~American~~two percent (2%). ~~Under~~of the ~~SEA,~~Company’s outstanding common stock on the closing date of such financing.

oIn reaching its determination the District Court found that IFS had performed its services under the Agreement in connection with a loan made to the Company by Laurus Master Fund, Ltd. (“Laurus”) on July 29, 2005 in the amount of $5.1 million and was therefore, entitled to its compensation under the Agreement. Consequently, the District Court awarded IFS damages of $204,000 equal to four percent (4%) of the loan. The District Court further held that specific performance of that part of the Agreement which required compensation to IFS equal to two percent (2%)of the Company’s outstanding stock at the time of the closing of the loan was not appropriate in this case and instead, awarded further damages to IFS of $240,000, an amount equal to the value of two percent (2%) of the Company’s outstanding stock at the time of the closing of the Laurus loan. At the time of the closing of the Laurus loan the Company had twelve million shares of its common stock outstanding trading at $1.25 per share. Thus, two percent (2%) of the Company’s outstanding stock at the time was 240,000 shares which valued at $1.25 per share equaled $300,000. Accordingly, the total award of damages to IFS was $504,000. The District Court further awarded IFS interest on that amount at the rate of twelve percent (12%) per annum.

AThe ~~total~~Company ofis ~~450,000~~examining ~~shares~~its ofrights ~~All~~to ~~American~~either ~~Preferred~~re-argue ~~Stock~~or ~~has~~appeal ~~been allocated to effect~~ the ~~share~~District ~~exchange~~Court’s ~~as well as to settle certain of our outstanding obligations, liabilities, and litigation including dissenters rights (Allocated All American Stock)~~decision.

oSIGNATURES

~~Each~~Pursuant ~~share~~to of the ~~All~~requirements ~~American Preferred Stock is automatically convertible upon the closing~~ of the ~~Share~~Securities Exchange ~~into~~Act ~~one share~~ of ~~common stock of Able Energy~~1934, ~~Inc.~~the ~~(Able).~~registrant ~~Able~~has isduly acaused ~~reporting~~this ~~entity~~report ~~under~~to ~~federal~~be ~~securities~~signed ~~laws. Able’s common stock (Able Common Stock) is traded~~ on ~~NASDAQ~~its ~~Capital~~behalf ~~Market~~by ~~under~~ the ~~symbol~~undersigned ~~“Able.”~~thereunto duly authorized.

oCCI Group, Inc.

~~The stated 450,000 share amount is subject to adjustment under the SEA under certain conditions, including if on the Closing~~ Date,: ~~the~~October ~~closing price of the Able Common Stock as quoted on the NASDAQ Capital Market is greater than $9.00 per share or less than $7.00 per share~~30, ~~then the number of shares comprising the Allocated All American Stock shall be adjusted at Closing by proportionately increasing or decreasing such amount as the case may be.~~2006

os/Fred W. Jackson, Jr.

ToFred arrive at the number of shares distributable to our shareholders, the Allocated All American Stock is reduced by (i) an amount equal to the product of: the total amount of our Outstanding Obligations divided by $6W.~~27,~~ ~~which is the closing price of the Able Common Stock on the Effective Date of the SEA~~Jackson, ~~and (ii) 50,000 shares of All American Preferred Stock reserved to settle any claims arising from any of our litigation~~Jr.

oPresident

In exchange for the Allocated All American Stock, All American automatically will receive seventy percent (70%) of our outstanding common stock held by our shareholders upon closing of the transaction. Our shareholders will maintain thirty percent (30%) of our common stock.#

Substantially all of our outstanding common stock equivalents, such our stock purchase warrants, stock options, and Series A and B Preferred Stock, must be converted to our common stock prior to the Closing Date.

The Able Common Stock distributable to our shareholders must be freely tradable securities under federal securities laws. If necessary, All American is required to cause Able to file within 30 days following the Closing a registration statement with the Securities and Exchange Commission covering the Able Common Stock issuable to our shareholders.

Closing of the transaction is scheduled for July 1, 2006. The transaction is conditioned upon the satisfaction of a number of conditions that may, in some instances, be waived by either party. These conditions, in addition to customary conditions and those set forth above, include the approval by a majority of our shareholders, the satisfaction of all of our Outstanding Obligations, the settlement of certain outstanding promissory notes as provided in the SEA, and us, Able, or All American obtaining a loan from a third party in the amount of $3,000,000.

In addition, concurrent with the SEA, we also entered into a Management Agreement with All American Realty and Construction Corp. Under the Management Agreement, All American Realty is authorized to manage and operate without limitation our Barbuda resort for the term of the agreement, which is the period from the date of our SEA until closing of the SEA scheduled to be on or before July 1, 2006. All American Realty has agreed to pay all operating expenses of the resort from cash flow or from financing provided by All American Realty. All American Realty will receive a fee equal to 25% of the net profit of the resort during the term of the Agreement. If the operations do not yield any net profits during the term, All American Realty will receive 100,000 shares of our common stock.

We believe that the transfer of our securities to All American as stated herein qualifies as an exemption from the registration requirements of the Securities Act pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, and All American is an accredited investor, and had access to information about us and their investment.

Item 8.01 Other Events.

On June 9, 2006, our Board of Directors did authorize, adopt, approve, and ratify voting rights for our Series A Preferred Stock and Series B Preferred Stock as follows: for each share of the Series A Preferred Stock and Series B Preferred Stock issued and outstanding, each such share shall have fifty (50) votes on all matters presented to our shareholders for a shareholder vote, and the voting rights held by such Series A Preferred Stock and Series B Preferred Stock holders shall be aggregated with the voting rights of our common stock or any other capital stock with voting rights then outstanding.

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.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.28 Agreement and Plan of Share Exchange dated June 7, 2006 by and between CCI Group, Inc. and All American Plazas, Inc.

Exhibit 10.29 Management Agreement dated June 7, 2006 by and between CCI Group, Inc. and All American Realty and Construction Corp.

CCI Group, Inc.

Date: June 12, 2006

/s/ Mark C. Casolo

Mark C. Casolo

Chairman

Filing Compare · CCI GROUP INC