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):
April 13, 2009
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
On April 13, 2009, the audit committee of Air Industries Group, Inc. (the
"Company") concluded, based on the recommendation of management, that its
consolidated financial statements for the year ended and as at December 31, 2007
(the "2007 Financial Statements") included in its annual report on Form 10-K for
the year ended December 31, 2007 ("2007 Form 10-K"), need to be restated as
described below and that investor's should no longer rely upon those
consolidated financial statements. The Company will file an amendment to its
2007 Form 10-K to restate its 2007 Financial Statements as soon as practicable.
During the preparation of the Company's December 31, 2008 consolidated financial
statements, the Company discovered that certain expenses which should have been
included in cost of goods sold were classified as a reduction of accounts
payable and accrued expenses. While the magnitude of the adjustment is not known
at this time, it appears that both cost of goods sold and accounts payable and
accrued expenses has been understated by a like amount. The aggregate effect
will be to reduce the net income of the Company for the year ended December 31,
2007 and to reduce stockholders' equity of the Company at December 31, 2007.
The Company's management and the audit committee have discussed their findings
and conclusions relating to the periods described above with Rotenberg Meril
Solomon Bertiger & Guttilla, P.C., the Company's current independent registered
public accounting firm.
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: April 14, 2009
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter Rettaliata
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Peter Rettaliata
President and Chief Executive Officer