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):
December 3, 2007
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
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State of Commission IRS Employer
Incorporation File Number I.D. Number
1479 North Clinton Avenue, Bay Shore, NY 11706
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Address of principal executive offices
Registrant's telephone number: (631) 968-5000
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(Former Name or Former Address, if Changed Since Last Report)
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 4.01. Changes in Registrant's Certifying Accountant.
1. On December 3, 2007, Air Industries Group, Inc. (the "Company") was
notified that the partners of Goldstein Golub Kessler LLP (GGK) became
partners of McGladrey & Pullen, LLP in a limited asset purchase agreement
and that GGK resigned as independent registered public accounting firm for
the Company. McGladrey & Pullen, LLP was appointed as the Company's new
independent registered public accounting firm.
2. The audit reports of GGK on the consolidated financial statements of Air
Industries Group, Inc. as of and for the years ended December 31, 2006 and
2005 did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.
3. The decision to engage McGladrey & Pullen, LLP was approved by the audit
committee of the board of directors.
4. During the Company's two most recent fiscal years ended December 31, 2006
and 2005 and through December 3, 2007, the Company did not consult with
McGladrey & Pullen, LLP on (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of
audit opinion that may be rendered on the Company's financial statements,
and McGladrey & Pullen, LLP did not provide either a written report or
oral advice to the Company that McGladrey & Pullen, LLP concluded was an
important factor considered by the Company in reaching a decision as to
any accounting, auditing, or financial reporting issue; or (ii) the
subject of any disagreement, as defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions, or a reportable event within
the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
5. In connection with the audits of the Company's consolidated financial
statements for each of the fiscal years ended December 31, 2006 and 2005
and through the date of this Current Report, there were: (i) no
disagreements between the Company and GGK on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements, if not resolved to the satisfaction of
GGK, would have caused GGK to make reference to the subject matter of the
disagreement in their reports on the Company's financial statements for
such years, and (ii) no reportable events within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
6. The Company has provided GGK a copy of the disclosures in this Form 8-K
and has requested that GGK furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not GGK agrees with
the Company's statements in this Item 4.01(a). A copy of the letter dated
December 3, 2007 furnished by GGK in response to that request is filed as
Exhibit 16.2 to this Form 8-K.
EXHIBITS
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16.1 Letter dated December 3, 2007 announcing the resignation of GGK.
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16.2 Letter dated December 3, 2007 from GGK to the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 3, 2007
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter D. Rettaliata
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Peter D. Rettaliata
President and Chief Executive Officer
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EXHIBIT INDEX
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16.1 Letter dated December 3, 2007 announcing the resignation of GGK.
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16.2 Letter dated December 3, 2007 from GGK to the Commission.
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Exhibit 16.1
December 3, 2007
Mr. Louis Guisto
Chief Financial Officer
Air Industries Group, Inc.
1479 Clinton Avenue
Bay Shore, NY 11706
Dear Mr. Guisto:
Effective October 3, 2007, the partners of Goldstein Golub Kessler LLP (GGK),
became partners of McGladrey & Pullen, LLP in a limited asset purchase
agreement. As a result of this transaction, the client-auditor relationship
between Air Industries Group, Inc. (Commission File Number 000-29245) and GGK,
independent registered public accounting firm, has ceased.
Sincerely,
GOLDSTEIN GOLUB KESSLER LLP
cc: PCAOB Letter File
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-7561
Exhibit 16.2
December 3, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Commissioners:
We have read Air Industries Group, Inc's statements included under Item 4.01 of
its Form 8-K filed on December 3, 2007, and we agree with such statements
concerning our firm.
GOLDSTEIN GOLUB KESSLER LLP