SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 7, 2008
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
State of Commission IRS Employer
Incorporation File Number I.D. Number
1479 North Clinton Avenue, Bay Shore, NY 11706
Address of principal executive offices
Registrant's telephone number: (631) 968-5000
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As previously reported in its Current Report on Form 8-K filed on November 10,
2008 (the "Original Form 8-K"), in response to a comment letter dated August 29,
2008 from the staff of the Division of Corporation Finance, Securities and
Exchange Commission, Air Industries Group, Inc. (the "Company") has filed an
amendment to its Annual Report on Form 10-K for the fiscal year ended December
31, 2007 (the "2007 Form 10-K") to restate the financial statements included
therein to make certain adjustments relating to the beneficial conversion
feature attending the issuance of its Series B Convertible Preferred Stock (the
"Series B Preferred Stock") in April and May of 2007. Although in the Original
Form 8-K the Company stated that it planned to file amendments to its Quarterly
Reports on Form 10-QSB or Form 10-Q for the periods ended June 30, 2007,
September 30, 2007, March 31, 2008 and June 30, 2008, as well as for its Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, to change the
way in which it accounted for the Series B Preferred Stock, it has determined
that the filing of amendments to the quarterly reports referred to above is not
necessary since the adjustments resulting from the beneficial conversion feature
of the Series B Preferred Stock are reflected in Note 19 (Restatement and
Adjusted Unaudited Quarterly Data) to the consolidated financial statements
included in the 2007 Form 10-K and Note 17 (Restatement of 2007 Financial
Statements) to the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed on
October 16, 2009.
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.
Dated: October 16, 2009
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter Rettaliata
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Peter Rettaliata
President and Chief Executive Officer