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SEC FILE NUMBER
000-29245
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K |X| Form 10-Q Form N-SAR
For Period Ended: September 30, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commissions has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I -REGISTRANT INFORMATION
Air Industries Group, Inc.
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Full Name of Registrant:
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1479 N. Clinton Avenue
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City, State and Zip Code
Bay Shore, NY 11706
PART II - Rules 12b-25(b) AND 9c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10- K, Form 20-F, ll-K, Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed):
Air Industries Group, Inc. (the "Company") is unable to timely file its
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008
due to a delay in completing the financial statements required to be included
therein, and the review procedures related thereto, which delay could not be
eliminated by the Company without unreasonable effort and expense. In accordance
with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file
its Form 10-Q no later than the fifth calendar day following the prescribed due
date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter D. Rettaliata 631 968-5000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s. |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statement to be included in the subject report or portion
thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. See attached.
Air Industries Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 17, 2008
By /s/ Peter D. Rettaliata
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President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
Attachment to Form 12b-25 of Air Industries Group, Inc.
Quarter Ended September 30, 2008
The Company experienced a net loss of $8,894,000 for the nine months ended
September 30, 2008 as compared to net income of $645,000 for the comparable nine
month period of 2007 due to;
1. The decision to discontinue the operations of its Sigma Metals
subsidiary. Net loss before income taxes at Sigma for the nine
months ended September 30, 2008 was approximately $ (7,712,000)
including a charge for the write-off of goodwill in the amount of
$1,550,000, and the write-off of intangible assets in the amount of
$3,329,000. Additionally a reserve for bad debt in the amount of
$1,200,000 taken for all receivables exceeding 90 days due to the
discontinuance of operations. Net income for the period April 16,
2007 to September 30, 2007 was approximately $ 209,000.
2. The decision to cease efforts to acquire Blair Industries, Inc. and
its affiliated companies ("Blair-HSM"), as a result of which we
expensed approximately $838,000 in previously capitalized costs
relating to the acquisition and $350,000 for possible expenses
associated with a confession of judgment we delivered to the
shareholders of Blair-HSM to secure our agreement to reimburse them
for certain expenses incurred in connection with the acquisition.
3. A decline of approximately $582,000 in the Company's consolidated
net sales from continuing operations for the three months ended
September 30, 2008 as a result of a continuing lack of liquidity.