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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001193805-08-002526.txt : 20081028
<SEC-HEADER>0001193805-08-002526.hdr.sgml : 20081028
<ACCEPTANCE-DATETIME>20081028104644
ACCESSION NUMBER:		0001193805-08-002526
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20081008
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
FILED AS OF DATE:		20081028
DATE AS OF CHANGE:		20081028

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AIR INDUSTRIES GROUP, INC.
		CENTRAL INDEX KEY:			0001009891
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728]
		IRS NUMBER:				204458244
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0626

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29245
		FILM NUMBER:		081143836

	BUSINESS ADDRESS:	
		STREET 1:		1479 NORTH CLINTON AVENUE
		CITY:			BAY SHORE
		STATE:			NY
		ZIP:			11706
		BUSINESS PHONE:		631-968-5000

	MAIL ADDRESS:	
		STREET 1:		1479 NORTH CLINTON AVENUE
		CITY:			BAY SHORE
		STATE:			NY
		ZIP:			11706

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Gales Industries Inc
		DATE OF NAME CHANGE:	20060410

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Ashlin Development Corp
		DATE OF NAME CHANGE:	20050127

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HEALTH & NUTRITION SYSTEMS INTERNATIONAL INC
		DATE OF NAME CHANGE:	20000118
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e604416_8k-air.txt
<TEXT>

                       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):
                                 October 8, 2008

                           AIR INDUSTRIES GROUP, INC.
             ------------------------------------------------------
             (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))

<PAGE>

Item 3.02 Unregistered Sale of Equity Securities.

      As previously reported in our Form 8-K filed on October 7, 2008, from
September 22, 2008 to October 6, 2008, we sold $2,280,000 principal amount of
our junior subordinated notes due 2010 ("Junior Subordinated Notes") and 178,416
shares of our series B convertible preferred stock (the "Shares") to 41
"accredited investors," as that term is defined in Rule 501 under Regulation D
(the "Investors") for total consideration of $2,280,000. Subsequent to October
6, 2008, we sold an additional $240,000 principal amount of Junior Subordinated
Notes, together with 19,200 shares of our series B convertible preferred stock,
for a total purchase price of $240,000 to seven additional accredited investors.

      In addition, holders of an aggregate of $2,900,000 principal amount of our
outstanding junior subordinated notes issued in May and June 2008 (the "Old
Notes') have been exchanged for an equal principal amount of Junior Subordinated
Notes, plus 232,000 shares of series B convertible preferred stock . The terms
of the Junior Subordinated Notes and the Old Notes are identical, except that
the rate of interest on the Old Notes was 3% per month as compared to 1% per
month on the Junior Subordinated Notes.

      The Junior Subordinated Notes and Shares were issued pursuant to
exemptions from the registration requirements of the Securities Act provided by
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder.

Item 5.02 Departure of Officers.

      Louis A. Giusto no longer serves as Chief Financial Officer and Treasurer
of our company, and is no longer employed by us.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated: October 27, 2008

                                       AIR INDUSTRIES GROUP, INC.


                                       By: /s/Peter D. Rettaliata
                                           -------------------------------------
                                           Peter D. Rettaliata
                                           President and Chief Executive Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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