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):
January 26, 2007
GALES INDUSTRIES INCORPORATED
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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 3.02. Unregistered Sales of Equity Securities.
On November 30, 2005, in connection with the acquisition by Gales Industries
Incorporated (the "Company") of its wholly-owned subsidiary, Air Industries
Machining, Corp. ("AIM"), the Company issued $332,631 principal amount
convertible promissory notes to each of Peter Rettaliata, our President, Chief
Executive Officer and a Director, and Dario Peragallo, our Executive Vice
President and a Director, convertible into shares of our common stock at the
conversion price of $0.40 per share.
On January 26, 2007, each of Mr. Rettaliata and Mr. Peragallo exercised their
right of conversion of the convertible promissory notes and converted the entire
$359,886.22 of principal and interest outstanding under the convertible
promissory notes into 899,716 shares of common stock at a conversion price of
$0.40 per share. These shares of common stock were issued pursuant to an
exemption under Section 4(2) under the Securities Act.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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99.1 Press Release, dated January 30, 2007, of Gales Industries Incorporated.
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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: January 29, 2007
GALES INDUSTRIES INCORPORATED
By: /s/ Michael A. Gales
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Michael A. Gales, Executive Chairman
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EXHIBIT INDEX
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99.1 Press Release, dated January 30, 2007, of Gales Industries Incorporated.
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