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EATON & VAN WINKLE LLP
Three Park Avenue, 16th floor
New York, NY 10016
December 16, 2008
Beverly A. Singleton
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re. Air Industries Group, Inc. Item 4.01 Form 8-K filed December
12, 2008 File No. 000-29245
Dear Ms. Singleton:
On behalf of Air Industries Group, Inc., a Delaware corporation (the
"Company"), I am submitting this letter in response to the Staff's letter of
comment dated December 15, 2008 on the Company's Current Report on Form 8-K
filed on December 12, 2008.
Our response below has been numbered to correspond to the Staff's comment.
A letter from the Company acknowledging responsibility for its filings under the
Securities Exchange Act has been filed contemporaneously with this letter.
Item 4.01 Changes in Registrant's Certifying Accountant
1. Please amend your Item 4.01 Form 8-K disclosures in their entirety to
specifically disclose whether your former accountant, McGladrey & Pullen, LLP
resigned, declined to stand for re-election or was dismissed. The current
disclosure in paragraphs (a)(1) and (a)(3) of Item 4.01, that the former
accountant was "terminated" is not appropriate. Further, in paragraph (a)(4)(b)
of Item 4.01, where you make reference to the former accountants' termination,
please also revise the language to instead indicate whether there was a
resignation, a declined to stand for re-election, or a dismissal. An updated
Exhibit 16.1 letter from McGladrey & Pullen, LLP should be filed with the
amended Item 4.01 Form 8-K indicating whether or not they agree with your
revised disclosures. The amendment should be filed immediately.
Response: The Company has filed an amendment to the Form 8-K in response to this
comment.
Please direct your comments or questions concerning the matters discussed
in this letter to me at (212) 561-3604, or in my absence, Mark Orenstein at 212
561-3638, or fax them to me at (212) 779-9928, 9930 or 9931.
Very truly yours,
/s/ Vincent J. McGill
cc: Scott Glassman
Kristin Schifflett
Margery Reich
Air Industries Group, Inc.
1479 North Clinton Avenue
Bay Shore, New York 11706
December 16, 2008
Beverly A. Singleton
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re. Air Industries Group, Inc. Item 4.01 Form 8-K filed December
12, 2008 File No. 000-29245
Dear Ms. Singleton:
In connection with our response to the comment letter of the staff dated
December 15, 2008, with reference to the Current Report on Form 8-K of Air
Industries Group, Inc. (the "Company") filed on December 12, 2008 (the "Form
8-K"), the Company acknowledges and confirms to you that:
1. The Company is responsible for the adequacy and accuracy of
the disclosure in the Form 8-K;
2. Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
3. The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very truly yours,
/s/ Scott Glassman
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Scott Glassman
Chief Accounting Officer