UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities Exchange Act of ~~Report: March~~ ~~8, 2010~~1934

Date of Report (Date of earliest event reported) January 18, 2011

PPOA HOLDING, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware		000-53580		26-3479709
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1649 Northwest 136th Avenue, Sunrise, Florida	33323
c/o: Ahearn, Jasco + Company, CPAs
(Address of principal executive offices)	(Zip Code)
190 SE 19th Avenue Pompano Beach, FL		33060
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~(954) 846-8222~~ None

~~PROTECTIVE~~1649 ~~PRODUCTS~~Northwest OF136th ~~AMERICA~~Avenue, ~~INC.~~Sunrise, ~~(Former name or former address~~FL, ~~if changed since last report)~~33323

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4( c) under the Exchange Act (17 ~~CFR~~CFT 240.13e-4( c))

~~ITEM 5~~Item 1.03~~. AMENDMENT~~ Bankruptcy TOor ~~ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR~~Receivership.

~~In connection~~As ~~with~~previously ~~the~~reported, ~~closing~~on ofJanuary ~~the~~13, ~~sale~~2010 ofPPOA ~~substantially~~Holding, ~~all~~Inc. ofand its subsidiaries (collectively the “Company~~’s assets~~”) ~~pursuant~~filed tovoluntary petitions under chapter 11 of the ~~Second~~United ~~Amended~~States ~~and~~Bankruptcy ~~Restated~~Code ~~Asset~~(the ~~Purchase~~“Bankruptcy ~~Agreement dated~~Case”) ~~February~~in ~~19,~~the ~~2010~~United ~~among~~States Bankruptcy Court for the ~~Company,~~Southern ~~its~~District ~~subsidiaries,~~of ~~and~~Florida ~~Protective Products~~(the ~~Enterprises,~~“Bankruptcy ~~Inc~~Court”). On January 4, 2011, the Bankruptcy Court entered an ~~affiliate~~order of(the ~~Sun~~“Disclosure ~~Capital~~Statement ~~Partners~~Approval Order”) approving, ~~Inc.~~among other things, the ~~Company~~ ~~and~~adequacy ~~its~~of ~~subsidiaries~~the ~~whose~~disclosure ~~names~~statement ~~included~~(the “Disclosure Statement”) in connection with the ~~words~~liquidating plan of reorganization (the “~~Ceramic~~Plan”) or proposed by the official committee of unsecured creditors (the “~~Protective~~Committee”) ~~were~~appointed ~~required~~in the Bankruptcy Case. On January 18, at2011 the ~~closing~~Committee caused the Plan, Disclosure Statement and a ballot (collectively, the “Solicitation Materials”) to ~~change~~be ~~their~~served ~~names~~upon socreditors, ~~that~~equity ~~they~~security ~~would not~~holders, ~~include~~and ~~such~~all ~~words~~other parties in interest in the Bankruptcy Case. ~~Accordingly~~The Disclosure Statement Approval Order sets February 18, 2011 as the ~~Company~~deadline ~~filed~~for acreditors ~~Certificate of~~to ~~Amendment~~vote to ~~its~~accept ~~Certificate~~or ofreject ~~Incorporation~~the ~~changing~~Plan, ~~its~~or ~~name~~for parties in interest to ~~PPOA Holding,~~file ~~Inc~~objections to the confirmation of the Plan. The ~~Certificate~~Bankruptcy ofCourt ~~Amendment~~has ~~became~~scheduled ~~effective~~a onhearing for March 8 1, ~~2010~~2011 at 1:30 p.m. at the United States Bankruptcy Court, 299 E. Broward Blvd., Courtroom 301, Ft. Lauderdale, Florida 33301 to consider confirmation of the Plan.

~~ITEM~~Based 9upon assets available for distribution, creditors of the Company will not be paid in full under the Plan.01 Consequently, the Company predicts that, after payment to the Company’s unsecured creditors, there will be no assets available for distribution to the holders of the Company’s common stock (the “Stockholders”). ~~FINANCIAL~~ Holders ~~STATEMENTS~~of ~~AND EXHIBITS~~equity interests in the Company (including the Stockholders) will not receive or retain any property or assets under the Plan. With no available assets to distribute to the Stockholders, as provided in the Plan, the Company expects the Bankruptcy Court to extinguish the Company’s common stock. Promptly after such extinguishment, the Company will seek to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 by filing a Form 15 with the Securities and Exchange Commission. As previously announced, the Continued Listing Committee of the Toronto Stock Exchange delisted the Company’s common shares on February 19, 2010.

(d) Exhibits.

	Exhibit No.		Description
	3(i)		Certificate of Amendment to Certificate of Incorporation of Protective Products of America, Inc.

SIGNATURES

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

	PPOA HOLDING, INC.
Date: March 22, 2010	By:	/s/ Frank E. Jaumot
Date: February 4, 2011	By:	/s/ Frank E. Jaumot
		Frank E. Jaumot
		Name: Frank E. Jaumot
		Chief Restructuring Officer
		Title: Chief Restructuring Officer

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