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 31, 2009

Lapolla Industries, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-31354	13-3545304
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Intercontinental Business Park

15402 Vantage Parkway East, Suite 322, Houston, Texas  77032

(Address of Principal Executive Offices and Zip Code)

(281) 219-4700

(Registrant's Telephone Number, Including Area Code)

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:

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 240.13e-4(c))

LAPOLLA INDUSTRIES, INC.

FORM 8-K

DECEMBER 31, 2009

INDEX

		Page
SECTION 3	SECURITIES AND TRADING MARKETS	3
Item 3.02	Unregistered Sales of Equity Securities	3
SIGNATURES		4

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SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

On December 31, 2009, Lapolla Industries, Inc. (“Lapolla”) sold to Richard J. Kurtz, Chairman of the Board and principal stockholder, an aggregate of 5,363 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share in a private transaction in reliance on Section 4(2) of the Securities Exchange Act of 1933, as amended, in exchange for cancellation of an aggregate of $5,363,000 of Lapolla indebtedness in the form of loans from Mr. Kurtz.

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SIGNATURES

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

Date:   January 4, 2010	LAPOLLA INDUSTRIES, INC.
	/s/  Michael T. Adams, EVP
	Michael T. Adams
	Executive Vice President

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