UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-29245
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR
For Period Ended: December 31, 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:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I -REGISTRANT INFORMATION
Air Industries Group, Inc.
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Full Name of Registrant:
1479 N. Clinton Avenue
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Address of Principal Executive Office (Street and Number)
Bay Shore, NY 11706
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City, State and Zip Code
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, 11-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):
The Registrant is filing this request for an extension of time to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 due to a
delay in the filing of amendments to its Annual Report for the year ended
December 31, 2007 (the "2007 Form 10-K") and its Form 10-Q for the six months
ended June 30, 2008 which, as previously reported, will include restatements of
the statements of operations constituting part of the consolidated financial
statements included therein attributable to adjustments resulting from the
beneficial conversion feature of its series B convertible preferred stock issued
in April and May 2007. The amendments are being reviewed by its former
independent registered public accounting firm, which must re-issue its report on
the audited financial statements for the year ended December 31, 2007 included
in the 2007 Form 10-K as well as the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2008. In view of its continuing liquidity
difficulties previously reported and the costs associated with compliance with
the provisions of the Sarbanes-Oxley Act of 2002, the Registrant is considering
whether to file a Form 15 terminating its reporting obligations under the
Securities Exchange Act since the number of stockholders of record as of January
1, 2009 was approximately 200, in which event the Registrant would not be
required to file an Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
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
(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: March 31, 2009
By /s/ Peter D. Rettaliata
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Peter D. Rettaliata
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.
Year Ended December 31, 2008
The Company experienced a net loss of approximately $ (10,485,000)for the year
ended December 31, 2008 as compared to net income of approximately $ 233,800 for
the year ended December 31, 2007 due in part 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.