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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) November 10,
2004
AIR T, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-11720 52-1206400
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3524 Airport Road
Maiden, North Carolina 28650
(Address of Principal Executive Offices)
(Zip Code)
(704) 377-2109
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed from 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 communication 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-4c))
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Preliminary Note
This Amendment No. 1 on Form 8-K/A amends the Current Report
on Form 8-K of Air T, Inc. (the ("Company") dated November 17,
2004 to clarify that the decision by the Audit Committee of the
Board of Directors of the Company on November 10, 2004 to no
longer engage the Company's independent public accountants
resulted in the Audit Committee dismissing the Company's
independent public accountants on that date.
Item 4.01. Change in Registrant's Certifying Accountant
(a) On November 10, 2004, the Audit Committee of the Board
of Directors of the Company decided to no longer engage,
and thus on that date dismissed, Deloitte & Touche LLP
("Deloitte & Touche") as the Company's independent public
accountants and to engage Dixon Hughes PLLC ("Dixon
Hughes") as the Company's independent public accountants to
audit the financial statements of the Company for the
fiscal year ending March 31, 2005.
The audit reports of Deloitte & Touche on the financial
statements of the Company for the fiscal years ended
March 31, 2004 and March 31, 2003 contained no adverse
opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting
principles.
In connection with the audits of the financial statements of
the Company for the fiscal years ended March 31, 2004 and
March 31, 2003 and through the date hereof, the Company had
no disagreement with Deloitte & Touche on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of
Deloitte & Touche, would have caused them to make reference
to such disagreement in their reports for such periods; and
there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K .
Deloitte & Touche was provided a copy of the above
disclosures and was requested to furnish the Company with a
letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements and, if
not, stating the respects in which it does not agree. A
letter from Deloitte & Touche is attached hereto as
Exhibit 16.
(b) On November 17, 2004, the Company engaged the
accounting firm of Dixon Hughes as its independent public
accountants to audit the Company's financial statements for
the fiscal year ending March 31, 2005. The decision to
engage Dixon Hughes was made by the Audit Committee of the
Board of Directors of the Company. During the fiscal years
ended March 31, 2004 and March 31, 2003 and through the
date hereof, the Company did not consult with Dixon Hughes
regarding any of the matters or reportable events set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 16 Letter from Deloitte & Touche LLP
to the Securities and Exchange
Commission dated November 22, 2004.
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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.
Date: November 22, 2004
AIR T, INC.
By: /s/ John J. Gioffre
John J. Gioffre, Vice
President-Finance and Secretary
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Exhibit Index
Exhibit Description
Exhibit Letter from Deloitte & Touche LLP to the
16 Securities and Exchange Commission dated
November 22, 2004
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