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) ~~December~~June 307, ~~2005~~2006

CCI Group, Inc.

(Exact name of Registrant as specified in charter)

Utah 333-40954 87 90-~~0648148~~023951

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

of incorporation) File Number) Identification No.)

~~405~~8 ~~Park~~Sayers ~~Avenue~~Path, ~~10th Floor~~Wainscott, New York~~, New York 10022~~ 11975

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: ~~212~~(646) 827-~~421-1400.~~9733

(Former name or former address, if changed, since last report)

~~ITEM~~Item 1.01. Entry into a Material Definitive Agreement.

OnThe ~~December~~following ~~30,~~is ~~2005,~~a wesummary ~~completed~~of anthe ~~exchange~~Agreement ofand ~~$6,676,750~~Plan of ~~our~~Share ~~outstanding~~Exchange ~~12%~~and ~~subordinated~~the ~~notes~~Management ~~pursuant to~~ Agreement which we ~~agreed~~entered tointo ~~issue~~on 26June 7,~~707~~ ~~shares~~2006 ofwith ~~our~~All ~~Series~~American BPlazas, ~~Preferred Stock~~Inc., Ofan ~~the~~unaffiliated ~~total~~third ~~amount~~party ~~converted,~~(All $6American),~~304,250~~ ~~was~~and ~~held~~is byqualified ~~three~~in ~~hedge~~its ~~funds,~~entirety ~~with the remainder held~~ by ~~individual investors. We entered into respective agreements with~~ the ~~individual~~Agreement ~~investors~~and inPlan ~~each~~ of ~~the~~Share ~~three~~Exchange ~~hedge funds~~ and ~~the~~Management ~~other~~Agreement, ~~remaining~~both ~~investors in respect~~ of ~~this~~which ~~transaction.~~are ~~The~~attached ~~features~~as ofan ~~our~~exhibit ~~Series~~to Bthis ~~Preferred Stock are described in our~~ Form 8-K ~~filed on October 17, 2005, which includes the right to convert each share of our Series B preferred Stock into 50 shares of our common stock~~. ~~During~~Unless ~~fiscal years 2003, 2004 and 2005, we issued a total of $7,149,250 in 12% subordinated notes, of which $6,346,750 was held by~~ the ~~three~~context ~~hedge~~indicates ~~funds~~otherwise, ~~with~~capitalized ~~the~~terms ~~remainder~~herein ~~held~~shall byhave ~~individual investors. The transaction was effective as of August 31, 2005. The Company’s Chairman is~~ the ~~fund~~meanings ~~manager~~set offorth ~~the~~in ~~two of~~ the ~~hedge~~Agreement ~~funds~~ and isPlan ~~the co-manager~~ of ~~the~~Share ~~third~~Exchange ~~fund.~~attached Byas ~~effecting~~an ~~the~~exhibit ~~transactions, we significantly reduced our outstanding debt and ongoing debt service~~hereto.

~~ITEM~~On ~~3.01.~~June ~~Sale~~7, 2006, we entered into an Agreement and Plan of ~~Unregistered~~Share ~~Securities~~Exchange (SEA) with All American Plazas, Inc., an unaffiliated third party (All American). Under the SEA,

~~On December 30, 2005, we completed an exchange of $6,676,750 of our outstanding 12% subordinated notes and agreed to issue 26,707 shares of our Series B Preferred Stock~~o

WeA ~~believe~~total ~~that the transaction qualifies as an exemption from the registration requirements~~ of ~~the~~450,000 ~~Securities~~shares ~~Act pursuant to Section 4(2)~~ of ~~the~~All ~~Act~~American ~~and/or~~Preferred ~~Regulation~~Stock Dhas ~~promulgated~~been ~~thereunder~~allocated ~~since,~~to ~~among~~effect ~~other things,~~ the ~~transaction~~share ~~did~~exchange ~~not~~as ~~involve~~well ~~a public offering,~~ as ~~the~~to ~~transaction~~settle ~~involved~~certain ~~less~~of ~~that~~our 35outstanding ~~unaccredited~~obligations, ~~investors~~liabilities, and ~~each~~litigation ~~investor~~including ~~had~~dissenters ~~access~~rights to(Allocated ~~information~~All ~~about~~American ~~us and their investment~~Stock).

~~ITEM 9.01. Financial Statements and Exhibits.~~o

-Each ~~Exhibit~~share ~~10.31~~of ~~Form~~the ofAll ~~Exchange~~American ~~Agreement~~Preferred byStock ~~and~~is ~~between~~automatically convertible upon the ~~Company~~closing ~~and~~of ~~holders~~the Share Exchange into one share of ~~membership~~common ~~interest~~stock inof Able Energy, Inc. (Able). Able is a reporting entity under federal securities laws. Able’s common stock (Able Common Stock) is traded on NASDAQ Capital Market under the ~~Funds~~symbol “Able.”

~~- Exhibit 10.32 Form of Exchange Agreement by and between the Company and holders of the 12% Subordinated Notes.~~o

~~Pursuant~~The stated 450,000 share amount is subject to adjustment under the ~~requirements~~SEA ofunder certain conditions, including if on the ~~Securities~~Closing ~~Exchange~~Date, ~~Act~~the closing price of ~~1934~~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, then the ~~registrant~~number ~~has~~of ~~duly~~shares ~~caused~~comprising ~~this~~the ~~report~~Allocated toAll beAmerican ~~signed~~Stock onshall ~~its~~be ~~behalf~~adjusted at Closing by ~~the~~proportionately ~~undersigned~~increasing ~~thereunto~~or ~~duly~~decreasing ~~authorized~~such amount as the case may be.

~~CCI Group, Inc.~~o

~~Date~~To 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: ~~January~~the 5total amount of our Outstanding Obligations divided by $6.27, ~~2006~~ which is the closing price of the Able Common Stock on the Effective Date of the SEA, and (ii) 50,000 shares of All American Preferred Stock reserved to settle any claims arising from any of our litigation.

~~/s/ Mark C. Casolo~~ o

~~Mark~~In Cexchange 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. ~~Casolo~~Our shareholders will maintain thirty percent (30%) of our common stock.

~~Chairman~~o

#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

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