content: Registration No. 333-
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                            GALES INDUSTRIES INCORPORATED
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      20-4458244
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                              1479 North Clinton Avenue
                                 Bay Shore, NY 11706
                      (Address of Principal Executive Offices)
  
             2005 Stock Incentive Plan of Gales Industries Incorporated
                              (Full title of the plan)
  
                        Michael A. Gales, Executive Chairman
                            Gales Industries Incorporated
                              1479 North Clinton Avenue
                                 Bay Shore, NY 11706
                                   (631) 968-5000
              (Name, address and telephone number of agent for service)
  
                            Copies of communications to:
                               Vincent J. McGill, Esq.
                               Eaton & Van Winkle LLP
                       3 Park Avenue, New York, New York 10016
                                   (212) 779-9910
  
  <TABLE>
  <CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------------
  Title of securities              Amount to be       Proposed maximum offering  Proposed maximum aggregate         Amount of
  to be registered                registered (1)           price per share             offering price)           registration fee
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>                               <C>                         <C>                      <C>                         <C>
  Common Shares                     10,000,000                  $ 0.24                   $2,400,000                  $256.80
  -----------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) In accordance with Rule 416(c) under the Securities Act of 1933, as amended,
  this Registration Statement shall also cover any additional shares of the
  Registrant's Common Stock which become issuable under the plan by reason of a
  stock dividend, stock split, recapitalization or other similar transaction.
  
  ================================================================================
  
                                         1
  <PAGE>
  
                                     PROSPECTUS
  
                            GALES INDUSTRIES INCORPORATED
                              2005 STOCK INCENTIVE PLAN
  
                     ------------------------------------------
  
     An investment in our common shares involves a high degree of risk and only
      people who can afford the loss of their entire investment should consider
                 investing. See "Risk Factors" beginning on page 1.
  
                           ------------------------------
  
        Neither the Securities and Exchange Commission nor any state securities
  commission has approved or disapproved of these securities or determined if this
  prospectus is truthful or complete. Any representation to the contrary is a
  criminal offense.
  
        You should rely only on the information contained in this prospectus or
  that to which we have referred you. We have not authorized anyone to provide you
  with information that is different. This prospectus does not constitute an offer
  to sell, or the solicitation of an offer to buy, any of the securities offered
  hereby to any person in any jurisdiction in which such offer or solicitation
  would be unlawful. Our business may change after the date of this prospectus.
  Delivery of this document and any sale of securities made hereunder does not
  mean otherwise.
  
                           ------------------------------
  
                   The date of this prospectus is January 17, 2006
  
  
                                         2
  <PAGE>
  
                                  TABLE OF CONTENTS
  
                                                                              Page
                                                                              ----
  
  Prospectus Summary..........................................................  1
  
  Risk Factors................................................................  1
  
  Notice Regarding Forward-looking Information................................  5
  
  Use of Proceeds.............................................................  6
  
  Determination of Offering Price.............................................  6
  
  Selling Security Holders....................................................  6
  
  Plan of Distribution........................................................ 11
  
  Description of Securities to be Registered.................................. 13
  
  Interests of Experts  and Counsel .......................................... 13
  
  Where You Can Find More Information......................................... 13
  
  Incorporation of Company Documents by Reference............................. 14
  
  Signatures.................................................................. 17
  
  
                                         i
  <PAGE>
  
                                 PROSPECTUS SUMMARY
  
             THE GALES INDUSTRIES INCORPORATED 2005 STOCK INCENTIVE PLAN
  
              This Prospectus relates to
  
              (i)   our 2005 Stock Incentive Plan (the "Plan"), which allows for
                    the issuance of up to 10,000,000 shares of Gales Industries
                    Incorporated (the "Registrant") Common Stock, either as stock
                    grants or options, to employees, officers, directors, advisors
                    and consultants of the Registrant; and
  
              (ii)  the resale and/or reoffer by selling shareholders identified
                    herein, to whom options to purchase 5,945,000 shares of our
                    Common Stock were granted prior to the date hereof.
  
              The Board, or if so appointed, the committee administering the Plan
  (in either case, the "Administrator") will have sole authority and discretion to
  grant options under the Plan. We may grant options which become immediately
  exercisable in the event of a change in control of the Registrant and in the
  event of certain mergers and reorganizations of the Registrant.
  
                                    RISK FACTORS
  
              The purchase of our Common Stock involves a high degree of risk.
  Before you invest you should carefully consider the risks and uncertainties
  described below and other information and our consolidated financial statements
  and related notes included elsewhere in this prospectus. If any of the events
  described below actually occurs, our operating results would be dramatically
  adversely affected, which in turn could cause the price of our Common Stock to
  decline, perhaps significantly. Further, we may not be able to continue our
  operations. This means you could lose all or a part of your investment.
  
        The inability to successfully manage the growth of our business may have a
  material adverse effect on our business, results or operations and financial
  condition.
  
              We expect to experience growth in the number of employees and the
  scope of our operations as a result of internal growth and acquisitions. Such
  activities could result in increased responsibilities for management.
  
              Our future success will be highly dependent upon our ability to
  manage successfully the expansion of operations. Our ability to manage and
  support our growth effectively will be substantially dependent on our ability to
  implement adequate improvements to financial, inventory, management controls,
  reporting, union relationships, order entry systems and other procedures, and
  hire sufficient numbers of financial, accounting, administrative, and management
  personnel. There can be no assurance that we will be able to identify, attract
  and retain experienced personnel.
  
              Our future success depends on our ability to address potential
  market opportunities and to manage expenses to match our ability to finance
  operations. The need to control our expenses will place a significant strain on
  our management and operational resources. If we are unable to control our
  expenses effectively, our business, results of operations and financial
  condition may be adversely affected.
  
        The unsuccessful integration of a business or business segment we acquire
  could have a material adverse effect on our results.
  
              As part of our business strategy, we expect to acquire assets and
  businesses relating to or complementary to our operations. These acquisitions
  will involve risks commonly encountered in acquisitions. These risks include,
  
  
                                         1
  <PAGE>
  
  among other things, exposure to unknown liabilities of the acquired companies,
  additional acquisition costs and unanticipated expenses. Our quarterly and
  annual operating results will fluctuate due to the costs and expenses of
  acquiring and integrating new businesses. We may also experience difficulties in
  assimilating the operations and personnel of acquired businesses. Our ongoing
  business may be disrupted and our management's time and attention diverted from
  existing operations. Our acquisition strategy will likely require additional
  debt or equity financing, resulting in additional leverage or dilution of
  ownership. We cannot assure you that any future acquisition will be consummated,
  or that if consummated, that we will be able to integrate such acquisition
  successfully.
  
        Any reduction in government spending on defense could materially adversely
  impact our revenues, results of operations and financial condition.
  
              There are risks associated with programs that are subject to
  appropriation by Congress, which could be potential targets for reductions in
  funding to pay for other programs. Future reductions in United States Government
  spending on defense or future changes in the kind of defense products required
  by United States Government agencies could limit demand for our products, which
  would have a materially adverse effect on our operating results and financial
  condition.
  
              In addition, potential shifts in responsibilities and functions
  within the defense and intelligence communities could result in a reduction of
  orders for defense products by segments of the defense industry that have
  historically been our major customers. As a result, demand for our products
  could decline, resulting in a decrease in revenues and materially adversely
  affecting our operating results and financial condition.
  
        We depend on revenues from a few significant relationships and any loss,
  cancellation, reduction, or interruption in these relationships could harm our
  business.
  
              We derive a material portion of our revenue from one or a limited
  number of customers. We expect that in future periods we may enter into
  contracts with customers which represent a significant concentration of our
  revenues. If such contracts were terminated, our revenues and net income could
  significantly decline. Our success will depend on our continued ability to
  develop and manage relationships with significant customers. Any adverse change
  in our relationship with our significant customers could have a material adverse
  effect on our business. Although we are attempting to expand our customer base,
  we expect that our customer concentration will not change significantly in the
  near future. The markets in which we sell our products are dominated by a
  relatively small number of customers who have contracts with United States
  governmental agencies, thereby limiting the number of potential customers. We
  cannot be sure that we will be able to retain our largest customers or that we
  will be able to attract additional customers, or that our customers will
  continue to buy our products in the same amounts as in prior years. The loss of
  one or more of our largest customers, any reduction or interruption in sales to
  these customers, our inability to successfully develop relationships with
  additional customers or future price concessions that we may have to make, could
  significantly harm our business.
  
        Continued competition in our markets may lead to a reduction in our
  revenues and market share.
  
              The defense and aerospace component manufacturing market is highly
  competitive and we expect that competition will continue to increase. Current
  competitors have significantly greater technical, manufacturing, financial and
  marketing resources than we do. We expect that more companies will enter the
  defense and aerospace component manufacturing market. We may not be able to
  compete successfully against either current or future competitors. Increased
  competition could result in reduced revenue, lower margins or loss of market
  share, any of which could significantly harm our business.
  
        Our future revenues are inherently unpredictable; our operating results
  are likely to fluctuate from period to period and if we fail to meet the
  expectations of securities analysts or investors, our stock price could decline
  significantly.
  
              Our quarterly and annual operating results are likely to fluctuate
  significantly in the future due to a variety of factors, some of which are
  
  
                                         2
  <PAGE>
  
  outside our control. Accordingly, we believe that period-to-period comparisons
  of our results of operations are not meaningful and should not be relied upon as
  indications of performance. Some of the factors that could cause quarterly or
  annual operating results to fluctuate include conditions inherent in government
  contracting and our business such as the timing of cost and expense recognition
  for contracts, the United States Government contracting and budget cycles,
  introduction of new government regulations and standards, contract closeouts,
  variations in manufacturing efficiencies, our ability to obtain components and
  subassemblies from contract manufacturers and suppliers, general economic
  conditions and economic conditions specific to the defense market. Because we
  base our operating expenses on anticipated revenue trends and a high percentage
  of our expenses are fixed in the short term, any delay in generating or
  recognizing forecasted revenues could significantly harm our business.
  Fluctuations in quarterly results, competition or announcements of extraordinary
  events such as acquisitions or litigation may cause earnings to fall below the
  expectations of securities analysts and investors. In this event, the trading
  price of our Common Stock could significantly decline. In addition, there can be
  no assurance that an active trading market will be sustained for our Common
  Stock. These fluctuations, as well as general economic and market conditions,
  may adversely affect the future market price of our Common Stock, as well as our
  overall operating results.
  
              We may lose sales if our suppliers fail to meet our needs. Although
  we procure most of our parts and components from multiple sources or believe
  that these components are readily available from numerous sources, certain
  components are available only from sole sources or from a limited number of
  sources. While we believe that substitute components or assemblies could be
  obtained, use of substitutes would require development of new suppliers or would
  require us to re-engineer our products, or both, which could delay shipment of
  our products and could have a materially adverse effect on our operating results
  and financial condition.
  
        Attracting and retaining key personnel is an essential element of our
  future success.
  
              Our future success depends to a significant extent upon the
  continued service of our executive officers and other key management and
  technical personnel and on our ability to continue to attract, retain and
  motivate executive and other key employees, including those in managerial,
  technical, marketing and information technology support positions. Attracting
  and retaining skilled workers and qualified sales representatives is also
  critical to us. Experienced management and technical, marketing and support
  personnel in the defense and aerospace industries are in demand and competition
  for their talents is intense. The loss of the services of one or more of our key
  employees or our failure to attract, retain and motivate qualified personnel
  could have a material adverse effect on our business, financial condition and
  results of operations.
  
        Terrorist acts and acts of war may seriously harm our business, results of
  operations and financial condition.
  
              United States and global responses to the Middle East conflict,
  terrorism, perceived nuclear, biological and chemical threats and other global
  crises increase uncertainties with respect to U.S. and other business and
  financial markets. Several factors associated, directly or indirectly, with the
  Middle East conflict, terrorism, perceived nuclear, biological and chemical
  threats, and other global crises and responses thereto, may adversely affect the
  Registrant.
  
              While some of our products may experience greater demand as a result
  of increased U.S. Government defense spending, various responses could realign
  U.S. Government programs and affect the composition, funding or timing of our
  government programs and those of our customers. U.S. Government spending could
  shift to defense programs in which we and our customers do not participate. As a
  result of the September 11th terrorist attacks and given the current Middle East
  and global situation, U.S. defense spending is generally expected to increase
  over the next several years. Increased defense spending does not necessarily
  correlate to increased business, because not all the programs in which we
  participate or have current capabilities may be earmarked for increased funding.
  
              Terrorist acts of war (wherever located around the world) may cause
  damage or disruption to us, our employees, facilities, partners, suppliers,
  distributors and resellers, and customers, which could significantly impact our
  revenues, expenses and financial condition. The terrorist attacks that took
  place in the United States on September 11, 2001 were unprecedented events that
  have created many economic and political uncertainties. The potential for future
  terrorist attacks, the national and international responses to terrorist
  
  
                                         3
  <PAGE>
  
  attacks, and other acts of war or hostility have created many economic and
  political uncertainties, which could adversely affect our business and results
  of operations in ways that cannot presently be predicted. In addition, as a
  company with headquarters and significant operations located in the United
  States, we may be impacted by actions against the United States.
  
        Our indebtedness may affect operations.
  
              We are significantly leveraged and our indebtedness is substantial
  in relation to our shareholders' equity. Our ability to make principal and
  interest payments will depend on future performance, which is subject to many
  factors, some of which are outside our control. In addition, our indebtedness to
  PNC Bank (our "Bank Debt") is secured by substantially all of our assets. In the
  case of a continuing default under the Bank Debt, the lender will have the right
  to foreclose on our assets, which would have a material adverse effect on the
  Registrant. Payment of principal and interest on the Bank Debt may limit our
  ability to pay cash dividends to shareholders and the documents governing the
  Bank Debt will prohibit the payment of cash dividends. Our leverage may also
  adversely affect our ability to finance future operations and capital needs, may
  limit our ability to pursue other business opportunities and may make our
  results of operations more susceptible to adverse economic conditions.
  
        We may issue shares of our capital stock or debt securities to complete an
  acquisition, which would reduce the equity interest of our stockholders.
  
              We will, in all likelihood, issue additional shares of our Common
  Stock or preferred stock, or a combination of common and preferred stock, to
  complete an acquisition. The issuance of additional shares of our Common Stock
  or any number of shares of our preferred stock may significantly reduce the
  equity interest of our current stockholders, may subordinate the rights of
  holders of our Common Stock if preferred stock is issued with rights senior to
  the Common Stock and may adversely affect prevailing market prices for our
  Common Stock.
  
              Similarly, if we issue debt securities, it could result in default
  and foreclosure on our assets if our operating revenues after an acquisition
  were insufficient to pay our debt obligations. Even if our revenues are
  sufficient to satisfy our debt obligations, if the debt security contains
  covenants that require the maintenance of certain financial ratios or reserves
  and any such covenant is breached, such breach could result in a foreclosure
  action.
  
              Issuance of securities under the Plan being reported by this
  prospectus will also result in dilution to our shareholders.
  
        Because of our limited resources and the significant competition for
  acquisitions, we may not be able to consummate an acquisition with growth
  potential, if at all.
  
              We expect to encounter intense competition from other entities
  having a business objective similar to ours, including venture capital funds,
  leveraged buyout funds and operating businesses competing for acquisitions. Many
  of these entities are well established and have extensive experience in
  identifying and effecting business combinations directly or through affiliates.
  Many of these competitors possess greater technical, human and other resources
  than we do and our financial resources will be relatively limited when
  contrasted with those of many of these competitors. While we believe that there
  are numerous potential target businesses that we could acquire, our ability to
  compete in acquiring certain target businesses will be limited by our available
  financial resources. This inherent competitive limitation gives others an
  advantage in pursuing the acquisition of certain target businesses.
  
        We may be unable to obtain additional financing, if required, to complete
  an acquisition or to fund the operations and growth of any business acquired,
  which could compel us to abandon a particular prospective acquisition.
  
  
                                         4
  <PAGE>
  
              If we require additional financing to complete an acquisition, we
  cannot assure you that such financing would be available on acceptable terms, if
  at all. To the extent that additional financing proves to be unavailable when
  needed to consummate a particular acquisition, we would be compelled to
  restructure the transaction or abandon that particular acquisition. In addition,
  if we consummate an acquisition, we may require additional financing to fund the
  operations or growth of the business acquired. The failure to secure additional
  financing could have a material adverse effect on the continued development or
  growth of our business.
  
        There is only a limited public market for our securities.
  
              The trading market for our Common Stock is limited and conducted on
  the OTC Bulletin Board. Our Common Stock is very thinly traded. There can be no
  assurance that we will ever achieve a listing of our securities on NASDAQ or a
  stock exchange or that a more active trading market will ever develop, or, if
  developed, that it will be sustained.
  
        Potential Adverse Effect on Market Price of Securities from Future Sales
  of Common Stock.
  
              Future sales of Common Stock pursuant to a registration statement or
  Rule 144 under the Securities Act, or the perception that such sales could
  occur, could have an adverse effect on the market price of the Common Stock. We
  have filed a Registration Statement on form SB-2 covering the resale by selling
  security holders of more than 60,000,000 shares of Common Stock, which became
  effective as of August 4, 2006. Relative to the number of shares of our
  freely-trading Common Stock outstanding, which we estimate to be approximately
  2.52 million shares, the number of shares which will be sold into the
  marketplace pursuant to such Registration Statement will be enormous. We believe
  that such sales will severely depress the market price of our Common Stock
  
                    NOTICE REGARDING FORWARD-LOOKING INFORMATION
  
        This prospectus and the documents incorporated in it by reference contain
  forward-looking statements within the meaning of section 27A of the Securities
  Act, as amended referred to herein as the Securities Act, and Section 21E of the
  Securities Exchange Act of 1933, as amended; referred to herein as the Exchange
  Act and involve known and unknown risks and uncertainties. Examples of
  forward-looking statements include: projections of capital expenditures,
  competitive pressures, revenues, growth prospects, product development,
  financial resources and other financial matters. You can identify these and
  other forward-looking statements by the use of words such as "may", "will",
  "should", "plans", "anticipates", "believes", "estimates", "predicts",
  "intends", "potential" or the negative of such terms, or other comparable
  terminology.
  
        Our ability to predict the results of our operations or the effects of
  various events on our operating results is inherently uncertain. Therefore, we
  caution you to consider carefully the matters described under the caption "Risk
  Factors" and certain other matters discussed in this prospectus, the documents
  incorporated by reference in this prospectus, and other publicly available
  sources. Such factors and many other factors beyond the control of our
  management could cause our actual results, performance or achievements to be
  materially different from any future results, performance or achievements that
  may be expressed or implied by the forward-looking statements.
  
        We undertake no obligation to publicly update any forward-looking
  statement, whether as a result of new information, future events or otherwise.
  You are advised, however, to consult any additional disclosures we make in our
  Reports on Form 10-KSB and 10-QSB and our company reports on Form 8-K to the
  SEC. Also note that we provide a cautionary discussion of risks and
  uncertainties under the caption "Risk Factors" in this prospectus. These are
  factors that we think could cause our actual results to differ materially from
  expected results. Other factors besides those listed here could also adversely
  affect us.
  
        We include this notice for the express purpose of permitting us to obtain
  the protections of the safe harbor provided by the Private Securities Litigation
  Reform Act of 1995 with respect to all such forward-looking statements.
  
  
                                         5
  <PAGE>
  
                                   USE OF PROCEEDS
  
        The options to purchase shares of common stock discussed in this
  prospectus may be exercised by the selling shareholders and subsequent
  participants in the Plan, and all proceeds from such exercise will be applied to
  working capital of the Registrant. All proceeds from the sales of shares
  received pursuant to the Plan or upon exercise of options granted under the Plan
  will be retained by the selling shareholders. We will not receive any proceeds
  from the sale or distribution of the common stock by the selling shareholders or
  other plan participants.
  
                           DETERMINATION OF OFFERING PRICE
  
        The exercise or purchase price, if any, for an award shall be as follows:
  
        (i)   In the case of an Incentive Stock Option: (A) granted to an employee
              who, at the time of the grant of such Incentive Stock Option owns
              stock representing more than ten percent (10%) of the voting power
              of all classes of stock of the Company or any parent or subsidiary,
              the per share exercise price shall be not be less than one hundred
              ten percent (110%) of the fair market value per share on the date of
              grant; or (B) granted to any employee other than an employee
              described in the preceding clause, the per sale exercise price shall
              be not less than one hundred percent (100%) of the fair market value
              per share on the date of grant.
  
        (ii)  In the case of a Non-Qualified Stock Option, the per share exercise
              price shall be not less than one hundred percent (100%) of the fair
              market value per share on the date of grant unless otherwise
              determined by the Administrator;
  
        (iii) In the case of other Awards, such price as is determined by the
              Administrator, and
  
        (iv)  Notwithstanding the foregoing, in the case of an Award issued
              pursuant to a settlement, assumption or substitution for,
              outstanding awards or obligations to grant future awards in
              connection with the Company or a related entity acquiring another
              entity, an interest in another entity or an additional interest in a
              related entity whether by merger, stock purchase, asset purchase or
              other form of transaction, the exercise or purchase price for the
              award shall be determined in accordance with the principles of
              Section 424(a) of the Code.
  
                              SELLING SECURITY HOLDERS
  
        The common shares being offered for resale or reoffer hereby represent
  stock issuable under the stock options previously awarded by us to the selling
  shareholders. The following table sets forth the names of those selling
  shareholders, and the number of shares of common stock known by us to be
  beneficially owned by each of the selling shareholders as of January 16, 2007,
  and the number of shares of common stock being registered for sale. The term
  "selling shareholder" or "selling shareholders" includes the shareholders listed
  below and their transferees, assignees, pledgees, donees or other successors. We
  are unable to determine the exact number of shares that will actually be sold
  because the selling shareholders may sell all or some of the shares and because
  we are not aware of any agreements, arrangements or understandings with respect
  to the sale of any of the shares. The following table assumes that the selling
  shareholders will sell all of the shares being offered for their account by this
  prospectus. The shares offered by this prospectus may be offered from time to
  time by the selling shareholders. The selling shareholders are not making any
  representation that any shares covered by this prospectus will or will not be
  offered for sale. The selling shareholders reserve the right to accept or
  reject, in whole or in part, any proposed sale of shares. The selling
  shareholders also may offer and sell less than the number of shares indicated.
  
  
                                         6
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
                                                          Shares                         Common stock beneficially owned after
                                                       beneficially        Number of              offering for resale
                                                      owned prior to     Shares being
                                                       offering for       offered for        Number of         Percentage of
                                                          resale            resale             shares       outstanding shares
  
  Name of Selling Security Holder
  
  <S>                                                    <C>                <C>               <C>                   <C>
  Michael Gales (1)                                      4,576,219          500,000           4,076,219             7.1%
  Louis Giusto (2)                                       3,884,538          480,000           3,404,538             5.9%
  Peter Rettaliata (3)                                   1,250,000          300,000             950,000             1.3%
  Dario Peragallo (4)                                    1,250,000          300,000             950,000             1.3%
  
  Rsyzar Wawro                                               *                5,000                   0               *
  Mauricio Diaz                                              *                5,000                   0               *
  Joaquin Melendez                                           *                5,000                   0               *
  Claudia Perez                                              *                5,000                   0               *
  Keith Hispanski                                            *                5,000                   0               *
  James Reinfurt                                             *                5,000                   0               *
  Tomas Portillo                                             *                5,000                   0               *
  Victor Franco                                              *                5,000                   0               *
  Thomas Roderka                                             *                5,000                   0               *
  Joyce Rein                                                 *                5,000                   0               *
  Deverle Lawther                                            *                5,000                   0               *
  Stephen Sariego                                            *                5,000                   0               *
  Amparo Andrade                                             *                5,000                   0               *
  Zbignie Maliszewski                                        *                5,000                   0               *
  William Reyes                                              *                5,000                   0               *
  Oscar Debiassi                                             *                5,000                   0               *
  Carlos Monterroso                                          *                5,000                   0               *
  Ulysses Salva                                              *                5,000                   0               *
  George Johnson                                             *                5,000                   0               *
  Jorge Ramos                                                *                5,000                   0               *
  Juan Rodriguez                                             *                5,000                   0               *
  Isidro Patino                                              *                5,000                   0               *
  Sy Bigas                                                   *                5,000                   0               *
  Jose Fortunato                                             *                5,000                   0               *
  Selvins Flores                                             *                5,000                   0               *
  John Rojas                                                 *                5,000                   0               *
  David Bermudez                                             *                5,000                   0               *
  Jorge Chaves                                               *                5,000                   0               *
  Jose De Jesus                                              *                5,000                   0               *
  Antonio Cuadrado                                           *                5,000                   0               *
  </TABLE>
  
  
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  <PAGE>
  
  <TABLE>
  <S>                                                                         <C>                     <C>             <C>
  Hector Diaz                                                *                 5.000                   0              *
  Marlon Flores                                              *                 5,000                   0              *
  Thomas Walker                                              *                 5,000                   0              *
  Luis Gonzalez                                              *                 5,000                   0              *
  Luis Giraldo                                               *                 5,000                   0              *
  Oscar Madrigal                                             *                 5,000                   0              *
  Felipe Muriel                                              *                 5,000                   0              *
  Stavomir Dabrowski                                         *                 5,000                   0              *
  joseMejias                                                 *                 5,000                   0              *
  Adrian Aguero                                              *                 5,000                   0              *
  Gustavo Orosco                                             *                 5,000                   0              *
  Daniel Pampalone                                           *                 5,000                   0              *
   Cecilio Valentin                                          *                 5,000                   0              *
  Vincenzo Tedone                                            *                 5,000                   0              *
  Thomas Dutcher                                             *                 5,000                   0              *
  Gustavo Gonzalez                                           *                 5,000                   0              *
   Jorge Gennari                                             *                 5,000                   0              *
  Frank Murphy                                               *                 5,000                   0              *
  Victor Rivera                                              *                 5,000                   0              *
  Carlos Franchino                                           *                 5,000                   0              *
  Nolvia Rivera                                              *                 5,000                   0              *
  Noel Perla                                                 *                 5,000                   0              *
  Changeon Lee                                               *                 5,000                   0              *
  Dean Mortera                                               *                 5,000                   0              *
  John Rettaliata                                            *                 5,000                   0              *
  Luciano Debiassi                                           *                 5,000                   0              *
  Gaston Debiassi                                            *                 5,000                   0              *
  Oscar Debiassi, Jr.                                        *                 5,000                   0              *
  Marcos Freyre                                              *                 5,000                   0              *
  Gerard Dietz                                               *                 5,000                   0              *
  Eduardo Gorosito                                           *                 5,000                   0              *
  Robert Nagy                                                *                 5,000                   0              *
  DeJesus Gonzalez                                           *                 5,000                   0              *
  Stanley Houlik                                             *                 5,000                   0              *
  John Dill                                                  *                 5,000                   0              *
  Jorge Ortiz                                                *                 5,000                   0              *
  Hermes Oliveros                                            *                 5,000                   0              *
  Vincent Bivona                                             *                 5,000                   0              *
  Diana Alvarez                                              *                 5,000                   0              *
  Martha Gonzalez                                            *                 5,000                   0              *
  Pablo Torres                                               *                 5,000                   0              *
  Marco Arroyave                                             *                 5,000                   0              *
  Jorge Londono                                              *                 5,000                   0              *
  Christopher Cirillo                                        *                 5,000                   0              *
  Elena Chacon                                               *                 5,000                   0              *
  Johan Perez                                                *                 5,000                   0              *
  Michelle Malliat                                           *                 5,000                   0              *
  </TABLE>
  
  
                                         8
  <PAGE>
  
  <TABLE>
  <S>                                                                         <C>                     <C>             <C>
  Maria Mesa                                                 *                 5,000                   0              *
  Beatriz Fuentes                                            *                 5,000                   0              *
  David Bowker                                               *                 5,000                   0              *
  Gordon Kuloy                                               *                 5,000                   0              *
  Domingo Zaba                                               *                 5,000                   0              *
  Luis Peragallo, Jr.                                        *                 5,000                   0              *
  Don Wolf                                                   *                 5,000                   0              *
  Darius Mejer                                               *                 5,000                   0              *
  Michael Stebel                                             *                 5,000                   0              *
  Michael Biancospino                                        *                 5,000                   0              *
  Alberto Rey                                                *                 5,000                   0              *
  Robert Gelhaus                                             *                 5,000                   0              *
  Felipe Acevedo                                             *                 5,000                   0              *
  Julio Flores                                               *                 5,000                   0              *
  Agustin Cabrera                                            *                 5,000                   0              *
  Ricardo Perez                                              *                 5,000                   0              *
  Francisco Calderon                                         *                 5,000                   0              *
  Alcides Hernandez                                          *                 5,000                   0              *
  Alejandro Cano                                             *                 5,000                   0              *
  Jorge Burgos                                               *                 5,000                   0              *
  Juan Carlos Martinez                                       *                 5,000                   0              *
  Jesus Ayala                                                *                 5,000                   0              *
  Hector Osorio                                              *                 5,000                   0              *
  Armando Rosero                                             *                 5,000                   0              *
  Armando Alvarez                                            *                 5,000                   0              *
  Jan Szyjko                                                 *                 5,000                   0              *
  German Ortiz                                               *                 5,000                   0              *
  Jeff Claisse                                               *                 5,000                   0              *
  Seegobin Dookwah                                           *                 5,000                   0              *
  James Convey                                               *                 5,000                   0              *
  Luis Apolinar                                              *                 5,000                   0              *
  Luis Rodriguez                                             *                 5,000                   0              *
  Luis Hurtado                                               *                 5,000                   0              *
  Jennie Grey                                                *                 5,000                   0              *
  Kristie Marie Ciaccio                                      *                 5,000                   0              *
  Alejandro Granados-Gomez                                   *                 5,000                   0              *
  Christina Parada                                           *                 5,000                   0              *
  Lucille Cuomo                                              *                 5,000                   0              *
  Frank Sadkowski                                            *                 5,000                   0              *
  Barbara Connolly                                           *                 5,000                   0              *
  Erasto Rodriguez                                           *                 5,000                   0              *
  Jair Gallego                                               *                 5,000                   0              *
  Jose Pereyra                                               *                 5,000                   0              *
  Alfred Bistrais                                            *                 5,000                   0              *
  </TABLE>
  
  
                                         9
  <PAGE>
  
  <TABLE>
  <S>                                                                        <C>                      <C>             <C>
  Kalman Blake                                               *                 5,000                   0              *
  Sigismund Kudrycki                                         *                 5,000                   0              *
  Policarpo Vergaray                                         *                 5,000                   0              *
  Isaac Algarin                                              *                 5,000                   0              *
  Angel Torres                                               *                 5,000                   0              *
  Alejandro Henriquez                                        *                 5,000                   0              *
  Cherisse Williams                                          *                 5,000                   0              *
  Jason Lang                                                 *                 5,000                   0              *
  Louis Alifano                                              *                30,000                   0              *
  Paula Castellano                                           *                30,000                   0              *
  James Pfister                                              *                30,000                   0              *
  Greg Warren                                                *                30,000                   0              *
  Wilson Zuluaga                                             *                30,000                   0              *
  Gary Settoducato                                           *                30,000                   0              *
  George Kfoury                                              *                30,000                   0              *
  Anthony Schiappa                                           *                30,000                   0              *
  Michael Revak                                              *                15,000                   0              *
  Frank Palmeri                                              *                15,000                   0              *
  Marcos Castro                                              *                15,000                   0              *
  Michael Lobasso                                            *                15,000                   0              *
  Luis Mortera                                               *                15,000                   0              *
  Ismael Lucana                                              *                15,000                   0              *
  Jairo Gomez                                                *                15,000                   0              *
  Richard Roderka                                            *                15,000                   0              *
  Norman Felsen                                              *                15,000                   0              *
  Anthony Landis                                             *                15,000                   0              *
  Blanchard Linda                                            *                15,000                   0              *
  Dorothy Ramos                                              *                15,000                   0              *
  Efren Sandi                                                *                15,000                   0              *
  Fernando Gomez                                             *                15,000                   0              *
  </TABLE>
  
  *     denotes less than 1%
  
  (1)   Beneficially owned shares consist of 4,076,219 shares of Common Stock and
        vested options exercisable for 500,000 shares of Common Stock.
  
  (2)   Beneficially owned shares consist of 3,404,538 shares of Common Stock and
        vested options exercisable for 480,000 shares of Common Stock.
  
  (3)   Beneficially owned shares for Mr. Rettatalia consist of 118,423 shares of
        Common Stock, vested options exercisable into 300,000 shares of Common
        Stock, and a convertible note in the principal amount of $332,631,
        convertible into 831,577 shares of Common Stock, exclusive of the number
        of shares receivable upon conversion of the interest accrued under such
        note.
  
  (4)   Beneficially owned shares for Mr. Peragallo consist of 118,423 shares of
        Common Stock, vested options exercisable into 300,000 shares of Common
        Stock, and a convertible note in the principal amount of $332,631,
        convertible into 831,577 shares of Common Stock, exclusive of the number
        of shares receivable upon conversion of the interest accrued under such
        note.
  
  
                                         10
  <PAGE>
  
                                PLAN OF DISTRIBUTION
  
        The selling shareholders and any of their pledgees, assignees,
  transferees, donees and successors-in-interest may, from time to time, sell any
  or all of their shares on any stock exchange, market or trading facility on
  which our common stock is traded or in private transactions. Each selling
  shareholder will act independently in making decisions with respect to the
  timing, manner and size of each sale of the shares covered in this prospectus.
  The selling shareholders may use any one or more of the following methods when
  selling shares:
  
        - ordinary brokerage transactions and transactions in which the
        broker-dealer solicits purchasers, which may include long sales and short
        sales effected after the effective date of the registration statement;
  
        - block trades in which the broker-dealer will attempt to sell the shares
        as agent but may position and resell a portion of the block as principal
        to facilitate the transaction;
  
        - purchases by a broker-dealer as principal and resale by the
        broker-dealer for its account pursuant to this prospectus;
  
        - "at the market" to or through market makers or into an existing market
        for the shares;
  
        - an exchange distribution in accordance with the rules of the applicable
        exchange;
  
        - in other ways not involving market makers or established trading
        markets, including direct sales to purchasers, sales effected through
        agents or other privately negotiated transactions;
  
        - settlement of short sales;
  
        - broker-dealers may agree with the selling shareholders to sell a
        specified number of shares at a stipulated price per share;
  
        - through transactions in options, swaps or other derivative securities
        (whether exchange-listed or otherwise);
  
        - a combination of any the foregoing methods of sale; or
  
        - any other method permitted by applicable law.
  
  
                                         11
  <PAGE>
  
        In the event that a sale is to be made pursuant to this registration
  statement by a pledgee or other transferee, we will provide appropriate
  information regarding such pledgee or transferee by a prospectus supplement or a
  post-effective amendment, if necessary, naming such pledgee or transferee as a
  selling shareholder.
  
        Any sale or distribution of common stock by the selling shareholders must
  be accompanied by, or follow the delivery of, this prospectus, unless the
  selling shareholders elect to rely on Rule 144 or another exemption from the
  registration requirements in connection with a particular transaction. The
  selling shareholders may sell shares at market prices prevailing at the time of
  sale, at prices related to such prevailing market prices, at negotiated prices
  or at fixed prices. The selling shareholders may sell directly to broker-dealers
  as principals, in routine transactions through broker-dealers that will be
  compensated in the form of discounts, concessions, or commissions, or in block
  transactions in which a broker-dealer may act as a principal or an agent. The
  broker-dealers will either receive discounts or commissions from the selling
  shareholders, or they will receive commissions from purchasers of shares. We
  have not and do not intend to enter into any arrangement with any securities
  dealer concerning such discounts, concessions or commissions for the
  solicitation of offers to purchase the common stock or the sale of such stock.
  
        Under certain circumstances any broker-dealers that participate in the
  distribution may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933. Any commissions received by these broker-dealers and any
  profits realized on the resale of shares by them may be considered underwriting
  discounts and commissions under the Securities Act of 1933.
  
        Under the rules and regulations of the Securities Exchange Act of 1934,
  any person engaged in the distribution or the resale of shares may not
  simultaneously engage in market making activities with respect to our common
  stock for a period of two business days prior to the commencement of such
  distribution. The selling shareholders will also be subject to applicable
  provisions of the Securities Exchange Act of 1934, and regulations under the
  Securities Exchange Act of 1934, which may limit the timing of purchases and
  sales of our shares of common stock by the selling shareholders.
  
        The selling shareholders will pay all commissions, transfer taxes, and
  other expenses associated with the sale of securities by the selling
  shareholders. The shares offered hereby are being registered pursuant to
  contractual obligations to which we are subject, and we have paid the expenses
  of the preparation of this prospectus.
  
        Because the selling shareholders received the common shares directly from
  us, the common shares constitute "control" or "restricted" securities as defined
  for purposes of General Instruction C to this Form S-8 Registration Statement
  and promulgated by the SEC. As such, the common shares may be subject to resale
  and reoffer limitations imposed by Rule 144(e) under the Securities Act,
  including those applicable volume limitations on the amount of common shares
  which can be resold or reoffered during any 90 day period by any selling
  shareholder.
  
                     DESCRIPTION OF SECURITIES TO BE REGISTERED
  
        10,000,000 shares of the common stock of the Registrant, each common share
  being entitled to one vote on all matters submitted to a vote by shareholders,
  including the election of directors. There are no cumulative voting rights in
  the election of directors. All common shares are equal to each other with
  respect to liquidation and dividend rights and are entitled to receive dividends
  if and when our board declares them out of funds legally available for
  distribution. Upon our liquidation, all assets available for distribution are
  distributable among shareholders according to their respective holdings. There
  are no preemptive rights to purchase any additional, unissued common shares.
  
                                 EXPERTS AND COUNSEL
  
              Eaton & Van Winkle LLP will provide the Registrant with a legal
  opinion in connection with the securities being registered hereby. Eaton & Van
  Winkle has served as counsel to the Registrant on various matters, for which it
  has been paid legal fees. Stephen M. Nagler, a member of Eaton & Van Winkle LLP,
  is a Director of the Registrant. Eaton & Van Winkle LLP owns 90,000 shares of
  our Common Stock, and Mr. Nagler is the beneficial owner of 205,455 shares of
  our Common Stock.
  
  
                                         12
  <PAGE>
  
        Our consolidated financial statements for the year ended December 31, 2005
  and December 31, 2004 have been incorporated by reference herein and in the
  registration statement in reliance on the report of independent accountants
  Goldstein Golub Kessler LLP, and Bildner and Giannasco LLP, respectively, also
  incorporated by reference herein, and upon the authority of said firm as experts
  in accounting and auditing.
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
        This prospectus is a part of a registration statement on Form S-8, which
  we filed with the Securities and Exchange Commission, or the SEC, under the
  Securities Act of 1933, as amended (the "Securities Act"). As permitted by the
  rules and regulations of the SEC, this prospectus does not contain all of the
  information contained in the registration statement and the exhibits and
  schedules thereto. As such we make reference in this prospectus to the
  registration statement and to the exhibits and schedules thereto. For further
  information about us and about our securities, you should consult the
  registration statement and the exhibits thereto. You should be aware that
  statements contained in this prospectus concerning the provisions of any
  documents filed as an exhibit to the registration statement or otherwise filed
  with the SEC are not necessarily complete, and in each instance reference is
  made to the copy of such document so filed. Each such statement is qualified in
  its entirety by such reference.
  
        We file annual and special reports and other information with the SEC
  (Commission File Number 0000918387) pursuant to Section 13(a) of the Securities
  and Exchange Act of 1934, as amended (the "Exchange Act"). These filings contain
  important information which does not appear in this prospectus. For further
  information about us, you may read and copy these filings at the SEC's public
  reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
  information on the operation of the public reference room by calling the SEC at
  1-800-SEC-0330, and may obtain copies of our filings from the public reference
  room by calling (202) 942-8090. The SEC maintains a web site (www.sec.gov) that
  contains the registration statements, reports, proxy and information statements
  and other information regarding registrants that file electronically with the
  SEC such as us.
  
        We shall provide you without charge, upon your written or oral request, a
  copy of any of the documents incorporated by reference in this prospectus, other
  than exhibits to such documents which are not specifically incorporated by
  reference into such documents. Please direct your written or telephone requests
  to Michael A. Gales, at the address provided on the cover of this Prospectus, or
  (631)328-7024. You may also obtain information about us by visiting our website
  at www.airindmc.com. Information contained in our website is not part of this
  prospectus.
  
                                       PART II
  
                               INFORMATION REQUIRED IN
                             THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
        The SEC allows us to "incorporate by reference" information into this
  prospectus, which means that we can disclose important information to you by
  referring you to other documents we have filed or will file with the SEC. We are
  incorporating by reference in this prospectus the documents listed below:
  
        1.    The Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2005;
  
        2.    The Registrant's Quarterly Reports on Form 10-QSB for the quarters
              ended March 31, 2006, June 30, 2006, and September 30, 2006;
  
  
                                         13
  <PAGE>
  
        3.    The reports filed pursuant to Section 8-K of the Securities Exchange
              Act of 1934, as amended (the "Exchange Act"), since January 1, 2006;
              and
  
        4.    2005 Stock Incentive Plan of Gales Industries Incorporated,
              incorporated by reference to Exhibit 10.14 of the Registrant's Form
              8-K report, dated December 6, 2005.
  
        All documents which we file with the SEC pursuant to Section 13(a), 13(c)
  or 15(d) of the Exchange Act after the date of this prospectus and before the
  expiration or termination of this prospectus shall be deemed to be incorporated
  by reference in this prospectus and to be a part of it from the filing dates of
  such documents. Certain statements in and portions of this prospectus update and
  replace information in the above listed documents incorporated by reference.
  Likewise, statements in or portions of a future document incorporated by
  reference in this prospectus may update and replace statements in and portions
  of this prospectus or the above listed documents
  
  Item 4. Description of Securities.
  
        Disclosed in Prospectus under identical heading - "Description of
  Securities"
  
  Item 5. Interests of Named Experts and Counsel
  
        Disclosed in Prospectus under "Experts and Counsel"
  
  Item 6. Indemnification of Directors and Officers.
  
              The Registrant's Certificate of Incorporation, (the "Certificate")
  provides that the Registrant shall indemnify to the fullest extent authorized by
  the Delaware General Corporation Law ("DGCL"), each person who is involved in
  any litigation or other proceeding because such person is or was a director or
  officer of the Registrant or is or was serving as an officer or director of
  another entity at the request of the Registrant, against expenses (including
  attorneys' fees), judgments, fines and amounts reasonably incurred in connection
  therewith. The Certificate provides that the right to indemnification includes
  the right to be paid expenses incurred in defending any proceeding in advance of
  its final disposition; provided, however, that such advance payment will only be
  made upon delivery to the Registrant of an undertaking, by the director or
  officer, to repay all amounts so advanced if it is ultimately determined that
  such director or officer is not entitled to indemnification.
  
              Section 145 of the DGCL permits a corporation to indemnify any
  director or officer of the corporation against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred in connection with any action, suit or proceeding brought by reason of
  the fact that such person is or was a director or officer of the corporation, if
  such person acted in good faith and in a manner that he or she reasonably
  believed to be in, or not opposed to, the best interests of the corporation,
  and, with respect to any criminal action or proceeding, if he or she had no
  reason to believe his or her conduct was unlawful. In a derivative action,
  (i.e., one brought by or on behalf of the corporation), indemnification may be
  made only for expenses, actually and reasonably incurred by any director or
  officer in connection with the defense or settlement of such an action or suit,
  if such person acted in good faith and in a manner that he reasonably believed
  to be in, or not opposed to, the best interests of the corporation, except that
  no indemnification shall be made if such person shall have been adjudged to be
  liable to the corporation, unless and only to the extent that the court in which
  the action or suit was brought shall determine that the defendant is fairly and
  reasonably entitled to indemnity for such expenses despite such adjudication of
  liability.
  
              Pursuant to Section 102(b)(7) of the DGCL, the Certificate
  eliminates the liability of a director or the corporation or its shareholders
  for monetary damages for such breach of fiduciary duty as a director, except for
  liabilities arising (i) from any breach of the director's duty of loyalty to the
  corporation or its shareholders, (ii) from acts or omissions not in good faith
  or which involve intentional misconduct or a knowing violation of law, (iii)
  under Section 174 of the DGCL, or (iv) from any transaction from which the
  director derived an improper personal benefit. The Registrant has obtained
  
  
                                         14
  <PAGE>
  
  insurance policies insuring the directors and officers of the Registrant against
  certain liabilities that they may incur in their capacity as directors and
  officers.
  
              Pursuant to the Agreement and Plan of Merger by and among the
  Registrant and Gales Industries Incorporated, a wholly-owned subsidiary of the
  Registrant ( the "Subsidiary"), dated as of January 13, 2006, the Registrant
  agreed to fulfill and honor the obligations of Subsidiary which existed prior to
  the merger to indemnify Subsidiary's present and former directors and officers.
  The certificate of incorporation and by-laws of Subsidiary provide for the
  indemnification and elimination of liability for monetary damages to the same
  extent as set forth in Subsidiary's certificate of incorporation and by-laws and
  such provision may not be amended, repealed or otherwise modified for a period
  of six years after the merger in any manner that would adversely affect the
  rights of the directors or officers of Subsidiary at the time of the completion
  of the merger. The Registrant has agreed to guarantee the timely payment of all
  funds owing by, and the timely performance of all obligations of Subsidiary
  relating to these indemnification obligations.
  
  Item 7. Exemption from Registration Claimed.
  
        The issuance of the common shares to the selling shareholders was exempt
  from the registration requirements of the Securities Act, under Section 4(2) of
  such Securities Act.
  
  Item 8. Exhibits.
  
        The following exhibits are filed as part of or incorporated by reference
  into this Registration Statement:
  
  Exhibit     Description
  -------     -----------
    4.1       2005 Stock Incentive Plan of Gales Industries Incorporated,
              incorporated by reference to Exhibit 10.14 of the Registrant's Form
              8-K report, dated December 6, 2005.
  
    5.1       Opinion of Eaton & Van Winkle LLP, counsel to the Registrant, as to
              the validity of common shares being registered.
  
    23.1      Consent of Independent Accountants Bildner & Giannasco LLP
  
    23.2      Consent of Eaton & Van Winkle LLP (included in Exhibit 5.1)
  
    23.3      Consent of Independent Accountants Goldstein Golub Kessler LLP
  
  Item 9. Undertakings.
  
  The undersigned registrant hereby undertakes:
  
        1.    To file, during any period in which offers or sales are being made,
              a post-effective amendment to this registration statement. To
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration statement
              or any material change to such information in the registration
              statement.
  
        2.    That, for the purpose of determining any liability under the
              Securities Act (the "Securities Act"), each such post-effective
              amendment shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of such
              securities at that time shall be deemed the initial bona fide
              offering thereof.
  
  
                                         15
  <PAGE>
  
        3.    To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.
  
        4.    The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the registrant's annual report pursuant to Sections 13(a) or 15(d)
              of the Exchange Act that is incorporated by reference in this
              registration statement shall be deemed to be a new registration
              statement relating to the securities offered therein, and the
              offering of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.
  
        5.    Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Commission such indemnification is against public
              policy as expressed in the Securities Act and is, therefore,
              unenforceable. In the event that a claim for indemnification against
              such liabilities (other than the payment by the registrant of
              expenses incurred or paid by a director, officer or controlling
              person of the registrant in the successful defense of any action,
              suit or proceeding) is asserted by such director, officer or
              controlling person in connection with the securities being
              registered, the registrant will, unless in the opinion of its
              counsel the matter has been settled by controlling precedent, submit
              to a court of appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in the
              Securities Act and will be governed by the final adjudication of
              such issue.
  
  
                                         16
  <PAGE>
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1993, as amended,
  the registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of New York, State of New York, on January 17,
  2007.
  
                                            GALES INDUSTRIES INCORPORATED
  
  
                                            By: /s/ Michael Gales
                                                ----------------------------------
                                                Name:  Michael Gales
                                                Title: Executive Chairman
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  date indicated.
  
        Signature                Capacities                            Date
  
  
  /s/ Michael A. Gales           Executive Chairman               January 17, 2007
  -------------------------
  Michael A. Gales
  
  
  /s/ Louis A. Giusto            Vice Chairman, Chief Financial   January 17, 2007
  -------------------------      Officer and Treasurer
  Louis A. Giusto
  
  
  /s/ Peter D. Rettaliata        Director, President and Chief    January 17, 2007
  -------------------------      Executive Officer
  Peter D. Rettaliata
  
  
                                 Director, Executive Vice         January __, 2007
  -------------------------      President
  Dario A. Peragallo
  
  
  /s/ Seymour G. Siegel          Director                         January 17, 2007
  -------------------------
  Seymour G. Siegel
  
  
  /s/ Rounsevelle W. Schaum      Director                         January 17, 2007
  -------------------------
  Rounsevelle W. Schaum
  
  
                                         17
  <PAGE>
  
  
                                 Director                         January __, 2007
  -------------------------
  Ira A. Hunt Jr.
  
  
  /s/ Stephen M. Nagler          Director, Secretary              January 17, 2007
  -------------------------
  Stephen M. Nagler
  
  
                                 Director                         January __, 2007
  -------------------------
  James A. Brown
  
                                      THE PLAN
  
  Pursuant to the requirements of the Securities Act of 1933, the trustee (or
  other persons who administer the Plan) have duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  organized, in the City of Bay Shore, State of New York, on January 17, 2007.
  
  2005 STOCK INCENTIVE PLAN OF GALES INDUSTRIES INCORPORATED
  
  
                                                  By: /s/ Michael A. Gales
                                                      ----------------------------
                                                      Michael A. Gales
                                                      Executive Chairman
  
  
                                         18
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text: Registration No. 333-
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                            GALES INDUSTRIES INCORPORATED
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      20-4458244
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                              1479 North Clinton Avenue
                                 Bay Shore, NY 11706
                      (Address of Principal Executive Offices)
  
             2005 Stock Incentive Plan of Gales Industries Incorporated
                              (Full title of the plan)
  
                        Michael A. Gales, Executive Chairman
                            Gales Industries Incorporated
                              1479 North Clinton Avenue
                                 Bay Shore, NY 11706
                                   (631) 968-5000
              (Name, address and telephone number of agent for service)
  
                            Copies of communications to:
                               Vincent J. McGill, Esq.
                               Eaton & Van Winkle LLP
                       3 Park Avenue, New York, New York 10016
                                   (212) 779-9910
  CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------------
  Title of securities              Amount to be       Proposed maximum offering  Proposed maximum aggregate         Amount of
  to be registered                registered (1)           price per share             offering price)           registration fee
  -----------------------------------------------------------------------------------------------------------------------------------
  Common Shares                     10,000,000                  $ 0.24                   $2,400,000                  $256.80
  -----------------------------------------------------------------------------------------------------------------------------------
  (1) In accordance with Rule 416(c) under the Securities Act of 1933, as amended,
  this Registration Statement shall also cover any additional shares of the
  Registrant's Common Stock which become issuable under the plan by reason of a
  stock dividend, stock split, recapitalization or other similar transaction.
  
  ================================================================================
  
                                         1
  PROSPECTUS
  
                            GALES INDUSTRIES INCORPORATED
                              2005 STOCK INCENTIVE PLAN
  
                     ------------------------------------------
  
     An investment in our common shares involves a high degree of risk and only
      people who can afford the loss of their entire investment should consider
                 investing. See "Risk Factors" beginning on page 1.
  
                           ------------------------------
  
        Neither the Securities and Exchange Commission nor any state securities
  commission has approved or disapproved of these securities or determined if this
  prospectus is truthful or complete. Any representation to the contrary is a
  criminal offense.
  
        You should rely only on the information contained in this prospectus or
  that to which we have referred you. We have not authorized anyone to provide you
  with information that is different. This prospectus does not constitute an offer
  to sell, or the solicitation of an offer to buy, any of the securities offered
  hereby to any person in any jurisdiction in which such offer or solicitation
  would be unlawful. Our business may change after the date of this prospectus.
  Delivery of this document and any sale of securities made hereunder does not
  mean otherwise.
  
                           ------------------------------
  
                   The date of this prospectus is January 17, 2006
  
                                         2
  TABLE OF CONTENTS
  
                                                                              Page
                                                                              ----
  
  Prospectus Summary..........................................................  1
  
  Risk Factors................................................................  1
  
  Notice Regarding Forward-looking Information................................  5
  
  Use of Proceeds.............................................................  6
  
  Determination of Offering Price.............................................  6
  
  Selling Security Holders....................................................  6
  
  Plan of Distribution........................................................ 11
  
  Description of Securities to be Registered.................................. 13
  
  Interests of Experts  and Counsel .......................................... 13
  
  Where You Can Find More Information......................................... 13
  
  Incorporation of Company Documents by Reference............................. 14
  
  Signatures.................................................................. 17
  
                                         i
  PROSPECTUS SUMMARY
  
             THE GALES INDUSTRIES INCORPORATED 2005 STOCK INCENTIVE PLAN
  
              This Prospectus relates to
  
              (i)   our 2005 Stock Incentive Plan (the "Plan"), which allows for
                    the issuance of up to 10,000,000 shares of Gales Industries
                    Incorporated (the "Registrant") Common Stock, either as stock
                    grants or options, to employees, officers, directors, advisors
                    and consultants of the Registrant; and
  
              (ii)  the resale and/or reoffer by selling shareholders identified
                    herein, to whom options to purchase 5,945,000 shares of our
                    Common Stock were granted prior to the date hereof.
  
              The Board, or if so appointed, the committee administering the Plan
  (in either case, the "Administrator") will have sole authority and discretion to
  grant options under the Plan. We may grant options which become immediately
  exercisable in the event of a change in control of the Registrant and in the
  event of certain mergers and reorganizations of the Registrant.
  
                                    RISK FACTORS
  
              The purchase of our Common Stock involves a high degree of risk.
  Before you invest you should carefully consider the risks and uncertainties
  described below and other information and our consolidated financial statements
  and related notes included elsewhere in this prospectus. If any of the events
  described below actually occurs, our operating results would be dramatically
  adversely affected, which in turn could cause the price of our Common Stock to
  decline, perhaps significantly. Further, we may not be able to continue our
  operations. This means you could lose all or a part of your investment.
  
        The inability to successfully manage the growth of our business may have a
  material adverse effect on our business, results or operations and financial
  condition.
  
              We expect to experience growth in the number of employees and the
  scope of our operations as a result of internal growth and acquisitions. Such
  activities could result in increased responsibilities for management.
  
              Our future success will be highly dependent upon our ability to
  manage successfully the expansion of operations. Our ability to manage and
  support our growth effectively will be substantially dependent on our ability to
  implement adequate improvements to financial, inventory, management controls,
  reporting, union relationships, order entry systems and other procedures, and
  hire sufficient numbers of financial, accounting, administrative, and management
  personnel. There can be no assurance that we will be able to identify, attract
  and retain experienced personnel.
  
              Our future success depends on our ability to address potential
  market opportunities and to manage expenses to match our ability to finance
  operations. The need to control our expenses will place a significant strain on
  our management and operational resources. If we are unable to control our
  expenses effectively, our business, results of operations and financial
  condition may be adversely affected.
  
        The unsuccessful integration of a business or business segment we acquire
  could have a material adverse effect on our results.
  
              As part of our business strategy, we expect to acquire assets and
  businesses relating to or complementary to our operations. These acquisitions
  will involve risks commonly encountered in acquisitions. These risks include,
  
                                         1
  among other things, exposure to unknown liabilities of the acquired companies,
  additional acquisition costs and unanticipated expenses. Our quarterly and
  annual operating results will fluctuate due to the costs and expenses of
  acquiring and integrating new businesses. We may also experience difficulties in
  assimilating the operations and personnel of acquired businesses. Our ongoing
  business may be disrupted and our management's time and attention diverted from
  existing operations. Our acquisition strategy will likely require additional
  debt or equity financing, resulting in additional leverage or dilution of
  ownership. We cannot assure you that any future acquisition will be consummated,
  or that if consummated, that we will be able to integrate such acquisition
  successfully.
  
        Any reduction in government spending on defense could materially adversely
  impact our revenues, results of operations and financial condition.
  
              There are risks associated with programs that are subject to
  appropriation by Congress, which could be potential targets for reductions in
  funding to pay for other programs. Future reductions in United States Government
  spending on defense or future changes in the kind of defense products required
  by United States Government agencies could limit demand for our products, which
  would have a materially adverse effect on our operating results and financial
  condition.
  
              In addition, potential shifts in responsibilities and functions
  within the defense and intelligence communities could result in a reduction of
  orders for defense products by segments of the defense industry that have
  historically been our major customers. As a result, demand for our products
  could decline, resulting in a decrease in revenues and materially adversely
  affecting our operating results and financial condition.
  
        We depend on revenues from a few significant relationships and any loss,
  cancellation, reduction, or interruption in these relationships could harm our
  business.
  
              We derive a material portion of our revenue from one or a limited
  number of customers. We expect that in future periods we may enter into
  contracts with customers which represent a significant concentration of our
  revenues. If such contracts were terminated, our revenues and net income could
  significantly decline. Our success will depend on our continued ability to
  develop and manage relationships with significant customers. Any adverse change
  in our relationship with our significant customers could have a material adverse
  effect on our business. Although we are attempting to expand our customer base,
  we expect that our customer concentration will not change significantly in the
  near future. The markets in which we sell our products are dominated by a
  relatively small number of customers who have contracts with United States
  governmental agencies, thereby limiting the number of potential customers. We
  cannot be sure that we will be able to retain our largest customers or that we
  will be able to attract additional customers, or that our customers will
  continue to buy our products in the same amounts as in prior years. The loss of
  one or more of our largest customers, any reduction or interruption in sales to
  these customers, our inability to successfully develop relationships with
  additional customers or future price concessions that we may have to make, could
  significantly harm our business.
  
        Continued competition in our markets may lead to a reduction in our
  revenues and market share.
  
              The defense and aerospace component manufacturing market is highly
  competitive and we expect that competition will continue to increase. Current
  competitors have significantly greater technical, manufacturing, financial and
  marketing resources than we do. We expect that more companies will enter the
  defense and aerospace component manufacturing market. We may not be able to
  compete successfully against either current or future competitors. Increased
  competition could result in reduced revenue, lower margins or loss of market
  share, any of which could significantly harm our business.
  
        Our future revenues are inherently unpredictable; our operating results
  are likely to fluctuate from period to period and if we fail to meet the
  expectations of securities analysts or investors, our stock price could decline
  significantly.
  
              Our quarterly and annual operating results are likely to fluctuate
  significantly in the future due to a variety of factors, some of which are
  
                                         2
  outside our control. Accordingly, we believe that period-to-period comparisons
  of our results of operations are not meaningful and should not be relied upon as
  indications of performance. Some of the factors that could cause quarterly or
  annual operating results to fluctuate include conditions inherent in government
  contracting and our business such as the timing of cost and expense recognition
  for contracts, the United States Government contracting and budget cycles,
  introduction of new government regulations and standards, contract closeouts,
  variations in manufacturing efficiencies, our ability to obtain components and
  subassemblies from contract manufacturers and suppliers, general economic
  conditions and economic conditions specific to the defense market. Because we
  base our operating expenses on anticipated revenue trends and a high percentage
  of our expenses are fixed in the short term, any delay in generating or
  recognizing forecasted revenues could significantly harm our business.
  Fluctuations in quarterly results, competition or announcements of extraordinary
  events such as acquisitions or litigation may cause earnings to fall below the
  expectations of securities analysts and investors. In this event, the trading
  price of our Common Stock could significantly decline. In addition, there can be
  no assurance that an active trading market will be sustained for our Common
  Stock. These fluctuations, as well as general economic and market conditions,
  may adversely affect the future market price of our Common Stock, as well as our
  overall operating results.
  
              We may lose sales if our suppliers fail to meet our needs. Although
  we procure most of our parts and components from multiple sources or believe
  that these components are readily available from numerous sources, certain
  components are available only from sole sources or from a limited number of
  sources. While we believe that substitute components or assemblies could be
  obtained, use of substitutes would require development of new suppliers or would
  require us to re-engineer our products, or both, which could delay shipment of
  our products and could have a materially adverse effect on our operating results
  and financial condition.
  
        Attracting and retaining key personnel is an essential element of our
  future success.
  
              Our future success depends to a significant extent upon the
  continued service of our executive officers and other key management and
  technical personnel and on our ability to continue to attract, retain and
  motivate executive and other key employees, including those in managerial,
  technical, marketing and information technology support positions. Attracting
  and retaining skilled workers and qualified sales representatives is also
  critical to us. Experienced management and technical, marketing and support
  personnel in the defense and aerospace industries are in demand and competition
  for their talents is intense. The loss of the services of one or more of our key
  employees or our failure to attract, retain and motivate qualified personnel
  could have a material adverse effect on our business, financial condition and
  results of operations.
  
        Terrorist acts and acts of war may seriously harm our business, results of
  operations and financial condition.
  
              United States and global responses to the Middle East conflict,
  terrorism, perceived nuclear, biological and chemical threats and other global
  crises increase uncertainties with respect to U.S. and other business and
  financial markets. Several factors associated, directly or indirectly, with the
  Middle East conflict, terrorism, perceived nuclear, biological and chemical
  threats, and other global crises and responses thereto, may adversely affect the
  Registrant.
  
              While some of our products may experience greater demand as a result
  of increased U.S. Government defense spending, various responses could realign
  U.S. Government programs and affect the composition, funding or timing of our
  government programs and those of our customers. U.S. Government spending could
  shift to defense programs in which we and our customers do not participate. As a
  result of the September 11th terrorist attacks and given the current Middle East
  and global situation, U.S. defense spending is generally expected to increase
  over the next several years. Increased defense spending does not necessarily
  correlate to increased business, because not all the programs in which we
  participate or have current capabilities may be earmarked for increased funding.
  
              Terrorist acts of war (wherever located around the world) may cause
  damage or disruption to us, our employees, facilities, partners, suppliers,
  distributors and resellers, and customers, which could significantly impact our
  revenues, expenses and financial condition. The terrorist attacks that took
  place in the United States on September 11, 2001 were unprecedented events that
  have created many economic and political uncertainties. The potential for future
  terrorist attacks, the national and international responses to terrorist
  
                                         3
  attacks, and other acts of war or hostility have created many economic and
  political uncertainties, which could adversely affect our business and results
  of operations in ways that cannot presently be predicted. In addition, as a
  company with headquarters and significant operations located in the United
  States, we may be impacted by actions against the United States.
  
        Our indebtedness may affect operations.
  
              We are significantly leveraged and our indebtedness is substantial
  in relation to our shareholders' equity. Our ability to make principal and
  interest payments will depend on future performance, which is subject to many
  factors, some of which are outside our control. In addition, our indebtedness to
  PNC Bank (our "Bank Debt") is secured by substantially all of our assets. In the
  case of a continuing default under the Bank Debt, the lender will have the right
  to foreclose on our assets, which would have a material adverse effect on the
  Registrant. Payment of principal and interest on the Bank Debt may limit our
  ability to pay cash dividends to shareholders and the documents governing the
  Bank Debt will prohibit the payment of cash dividends. Our leverage may also
  adversely affect our ability to finance future operations and capital needs, may
  limit our ability to pursue other business opportunities and may make our
  results of operations more susceptible to adverse economic conditions.
  
        We may issue shares of our capital stock or debt securities to complete an
  acquisition, which would reduce the equity interest of our stockholders.
  
              We will, in all likelihood, issue additional shares of our Common
  Stock or preferred stock, or a combination of common and preferred stock, to
  complete an acquisition. The issuance of additional shares of our Common Stock
  or any number of shares of our preferred stock may significantly reduce the
  equity interest of our current stockholders, may subordinate the rights of
  holders of our Common Stock if preferred stock is issued with rights senior to
  the Common Stock and may adversely affect prevailing market prices for our
  Common Stock.
  
              Similarly, if we issue debt securities, it could result in default
  and foreclosure on our assets if our operating revenues after an acquisition
  were insufficient to pay our debt obligations. Even if our revenues are
  sufficient to satisfy our debt obligations, if the debt security contains
  covenants that require the maintenance of certain financial ratios or reserves
  and any such covenant is breached, such breach could result in a foreclosure
  action.
  
              Issuance of securities under the Plan being reported by this
  prospectus will also result in dilution to our shareholders.
  
        Because of our limited resources and the significant competition for
  acquisitions, we may not be able to consummate an acquisition with growth
  potential, if at all.
  
              We expect to encounter intense competition from other entities
  having a business objective similar to ours, including venture capital funds,
  leveraged buyout funds and operating businesses competing for acquisitions. Many
  of these entities are well established and have extensive experience in
  identifying and effecting business combinations directly or through affiliates.
  Many of these competitors possess greater technical, human and other resources
  than we do and our financial resources will be relatively limited when
  contrasted with those of many of these competitors. While we believe that there
  are numerous potential target businesses that we could acquire, our ability to
  compete in acquiring certain target businesses will be limited by our available
  financial resources. This inherent competitive limitation gives others an
  advantage in pursuing the acquisition of certain target businesses.
  
        We may be unable to obtain additional financing, if required, to complete
  an acquisition or to fund the operations and growth of any business acquired,
  which could compel us to abandon a particular prospective acquisition.
  
                                         4
  If we require additional financing to complete an acquisition, we
  cannot assure you that such financing would be available on acceptable terms, if
  at all. To the extent that additional financing proves to be unavailable when
  needed to consummate a particular acquisition, we would be compelled to
  restructure the transaction or abandon that particular acquisition. In addition,
  if we consummate an acquisition, we may require additional financing to fund the
  operations or growth of the business acquired. The failure to secure additional
  financing could have a material adverse effect on the continued development or
  growth of our business.
  
        There is only a limited public market for our securities.
  
              The trading market for our Common Stock is limited and conducted on
  the OTC Bulletin Board. Our Common Stock is very thinly traded. There can be no
  assurance that we will ever achieve a listing of our securities on NASDAQ or a
  stock exchange or that a more active trading market will ever develop, or, if
  developed, that it will be sustained.
  
        Potential Adverse Effect on Market Price of Securities from Future Sales
  of Common Stock.
  
              Future sales of Common Stock pursuant to a registration statement or
  Rule 144 under the Securities Act, or the perception that such sales could
  occur, could have an adverse effect on the market price of the Common Stock. We
  have filed a Registration Statement on form SB-2 covering the resale by selling
  security holders of more than 60,000,000 shares of Common Stock, which became
  effective as of August 4, 2006. Relative to the number of shares of our
  freely-trading Common Stock outstanding, which we estimate to be approximately
  2.52 million shares, the number of shares which will be sold into the
  marketplace pursuant to such Registration Statement will be enormous. We believe
  that such sales will severely depress the market price of our Common Stock
  
                    NOTICE REGARDING FORWARD-LOOKING INFORMATION
  
        This prospectus and the documents incorporated in it by reference contain
  forward-looking statements within the meaning of section 27A of the Securities
  Act, as amended referred to herein as the Securities Act, and Section 21E of the
  Securities Exchange Act of 1933, as amended; referred to herein as the Exchange
  Act and involve known and unknown risks and uncertainties. Examples of
  forward-looking statements include: projections of capital expenditures,
  competitive pressures, revenues, growth prospects, product development,
  financial resources and other financial matters. You can identify these and
  other forward-looking statements by the use of words such as "may", "will",
  "should", "plans", "anticipates", "believes", "estimates", "predicts",
  "intends", "potential" or the negative of such terms, or other comparable
  terminology.
  
        Our ability to predict the results of our operations or the effects of
  various events on our operating results is inherently uncertain. Therefore, we
  caution you to consider carefully the matters described under the caption "Risk
  Factors" and certain other matters discussed in this prospectus, the documents
  incorporated by reference in this prospectus, and other publicly available
  sources. Such factors and many other factors beyond the control of our
  management could cause our actual results, performance or achievements to be
  materially different from any future results, performance or achievements that
  may be expressed or implied by the forward-looking statements.
  
        We undertake no obligation to publicly update any forward-looking
  statement, whether as a result of new information, future events or otherwise.
  You are advised, however, to consult any additional disclosures we make in our
  Reports on Form 10-KSB and 10-QSB and our company reports on Form 8-K to the
  SEC. Also note that we provide a cautionary discussion of risks and
  uncertainties under the caption "Risk Factors" in this prospectus. These are
  factors that we think could cause our actual results to differ materially from
  expected results. Other factors besides those listed here could also adversely
  affect us.
  
        We include this notice for the express purpose of permitting us to obtain
  the protections of the safe harbor provided by the Private Securities Litigation
  Reform Act of 1995 with respect to all such forward-looking statements.
  
                                         5
  USE OF PROCEEDS
  
        The options to purchase shares of common stock discussed in this
  prospectus may be exercised by the selling shareholders and subsequent
  participants in the Plan, and all proceeds from such exercise will be applied to
  working capital of the Registrant. All proceeds from the sales of shares
  received pursuant to the Plan or upon exercise of options granted under the Plan
  will be retained by the selling shareholders. We will not receive any proceeds
  from the sale or distribution of the common stock by the selling shareholders or
  other plan participants.
  
                           DETERMINATION OF OFFERING PRICE
  
        The exercise or purchase price, if any, for an award shall be as follows:
  
        (i)   In the case of an Incentive Stock Option: (A) granted to an employee
              who, at the time of the grant of such Incentive Stock Option owns
              stock representing more than ten percent (10%) of the voting power
              of all classes of stock of the Company or any parent or subsidiary,
              the per share exercise price shall be not be less than one hundred
              ten percent (110%) of the fair market value per share on the date of
              grant; or (B) granted to any employee other than an employee
              described in the preceding clause, the per sale exercise price shall
              be not less than one hundred percent (100%) of the fair market value
              per share on the date of grant.
  
        (ii)  In the case of a Non-Qualified Stock Option, the per share exercise
              price shall be not less than one hundred percent (100%) of the fair
              market value per share on the date of grant unless otherwise
              determined by the Administrator;
  
        (iii) In the case of other Awards, such price as is determined by the
              Administrator, and
  
        (iv)  Notwithstanding the foregoing, in the case of an Award issued
              pursuant to a settlement, assumption or substitution for,
              outstanding awards or obligations to grant future awards in
              connection with the Company or a related entity acquiring another
              entity, an interest in another entity or an additional interest in a
              related entity whether by merger, stock purchase, asset purchase or
              other form of transaction, the exercise or purchase price for the
              award shall be determined in accordance with the principles of
              Section 424(a) of the Code.
  
                              SELLING SECURITY HOLDERS
  
        The common shares being offered for resale or reoffer hereby represent
  stock issuable under the stock options previously awarded by us to the selling
  shareholders. The following table sets forth the names of those selling
  shareholders, and the number of shares of common stock known by us to be
  beneficially owned by each of the selling shareholders as of January 16, 2007,
  and the number of shares of common stock being registered for sale. The term
  "selling shareholder" or "selling shareholders" includes the shareholders listed
  below and their transferees, assignees, pledgees, donees or other successors. We
  are unable to determine the exact number of shares that will actually be sold
  because the selling shareholders may sell all or some of the shares and because
  we are not aware of any agreements, arrangements or understandings with respect
  to the sale of any of the shares. The following table assumes that the selling
  shareholders will sell all of the shares being offered for their account by this
  prospectus. The shares offered by this prospectus may be offered from time to
  time by the selling shareholders. The selling shareholders are not making any
  representation that any shares covered by this prospectus will or will not be
  offered for sale. The selling shareholders reserve the right to accept or
  reject, in whole or in part, any proposed sale of shares. The selling
  shareholders also may offer and sell less than the number of shares indicated.
  
                                         6
  Shares                         Common stock beneficially owned after
                                                       beneficially        Number of              offering for resale
                                                      owned prior to     Shares being
                                                       offering for       offered for        Number of         Percentage of
                                                          resale            resale             shares       outstanding shares
  
  Name of Selling Security Holder
  Michael Gales (1)                                      4,576,219          500,000           4,076,219             7.1%
  Louis Giusto (2)                                       3,884,538          480,000           3,404,538             5.9%
  Peter Rettaliata (3)                                   1,250,000          300,000             950,000             1.3%
  Dario Peragallo (4)                                    1,250,000          300,000             950,000             1.3%
  
  Rsyzar Wawro                                               *                5,000                   0               *
  Mauricio Diaz                                              *                5,000                   0               *
  Joaquin Melendez                                           *                5,000                   0               *
  Claudia Perez                                              *                5,000                   0               *
  Keith Hispanski                                            *                5,000                   0               *
  James Reinfurt                                             *                5,000                   0               *
  Tomas Portillo                                             *                5,000                   0               *
  Victor Franco                                              *                5,000                   0               *
  Thomas Roderka                                             *                5,000                   0               *
  Joyce Rein                                                 *                5,000                   0               *
  Deverle Lawther                                            *                5,000                   0               *
  Stephen Sariego                                            *                5,000                   0               *
  Amparo Andrade                                             *                5,000                   0               *
  Zbignie Maliszewski                                        *                5,000                   0               *
  William Reyes                                              *                5,000                   0               *
  Oscar Debiassi                                             *                5,000                   0               *
  Carlos Monterroso                                          *                5,000                   0               *
  Ulysses Salva                                              *                5,000                   0               *
  George Johnson                                             *                5,000                   0               *
  Jorge Ramos                                                *                5,000                   0               *
  Juan Rodriguez                                             *                5,000                   0               *
  Isidro Patino                                              *                5,000                   0               *
  Sy Bigas                                                   *                5,000                   0               *
  Jose Fortunato                                             *                5,000                   0               *
  Selvins Flores                                             *                5,000                   0               *
  John Rojas                                                 *                5,000                   0               *
  David Bermudez                                             *                5,000                   0               *
  Jorge Chaves                                               *                5,000                   0               *
  Jose De Jesus                                              *                5,000                   0               *
  Antonio Cuadrado                                           *                5,000                   0               *
  7
  Hector Diaz                                                *                 5.000                   0              *
  Marlon Flores                                              *                 5,000                   0              *
  Thomas Walker                                              *                 5,000                   0              *
  Luis Gonzalez                                              *                 5,000                   0              *
  Luis Giraldo                                               *                 5,000                   0              *
  Oscar Madrigal                                             *                 5,000                   0              *
  Felipe Muriel                                              *                 5,000                   0              *
  Stavomir Dabrowski                                         *                 5,000                   0              *
  joseMejias                                                 *                 5,000                   0              *
  Adrian Aguero                                              *                 5,000                   0              *
  Gustavo Orosco                                             *                 5,000                   0              *
  Daniel Pampalone                                           *                 5,000                   0              *
   Cecilio Valentin                                          *                 5,000                   0              *
  Vincenzo Tedone                                            *                 5,000                   0              *
  Thomas Dutcher                                             *                 5,000                   0              *
  Gustavo Gonzalez                                           *                 5,000                   0              *
   Jorge Gennari                                             *                 5,000                   0              *
  Frank Murphy                                               *                 5,000                   0              *
  Victor Rivera                                              *                 5,000                   0              *
  Carlos Franchino                                           *                 5,000                   0              *
  Nolvia Rivera                                              *                 5,000                   0              *
  Noel Perla                                                 *                 5,000                   0              *
  Changeon Lee                                               *                 5,000                   0              *
  Dean Mortera                                               *                 5,000                   0              *
  John Rettaliata                                            *                 5,000                   0              *
  Luciano Debiassi                                           *                 5,000                   0              *
  Gaston Debiassi                                            *                 5,000                   0              *
  Oscar Debiassi, Jr.                                        *                 5,000                   0              *
  Marcos Freyre                                              *                 5,000                   0              *
  Gerard Dietz                                               *                 5,000                   0              *
  Eduardo Gorosito                                           *                 5,000                   0              *
  Robert Nagy                                                *                 5,000                   0              *
  DeJesus Gonzalez                                           *                 5,000                   0              *
  Stanley Houlik                                             *                 5,000                   0              *
  John Dill                                                  *                 5,000                   0              *
  Jorge Ortiz                                                *                 5,000                   0              *
  Hermes Oliveros                                            *                 5,000                   0              *
  Vincent Bivona                                             *                 5,000                   0              *
  Diana Alvarez                                              *                 5,000                   0              *
  Martha Gonzalez                                            *                 5,000                   0              *
  Pablo Torres                                               *                 5,000                   0              *
  Marco Arroyave                                             *                 5,000                   0              *
  Jorge Londono                                              *                 5,000                   0              *
  Christopher Cirillo                                        *                 5,000                   0              *
  Elena Chacon                                               *                 5,000                   0              *
  Johan Perez                                                *                 5,000                   0              *
  Michelle Malliat                                           *                 5,000                   0              *
  8
  Maria Mesa                                                 *                 5,000                   0              *
  Beatriz Fuentes                                            *                 5,000                   0              *
  David Bowker                                               *                 5,000                   0              *
  Gordon Kuloy                                               *                 5,000                   0              *
  Domingo Zaba                                               *                 5,000                   0              *
  Luis Peragallo, Jr.                                        *                 5,000                   0              *
  Don Wolf                                                   *                 5,000                   0              *
  Darius Mejer                                               *                 5,000                   0              *
  Michael Stebel                                             *                 5,000                   0              *
  Michael Biancospino                                        *                 5,000                   0              *
  Alberto Rey                                                *                 5,000                   0              *
  Robert Gelhaus                                             *                 5,000                   0              *
  Felipe Acevedo                                             *                 5,000                   0              *
  Julio Flores                                               *                 5,000                   0              *
  Agustin Cabrera                                            *                 5,000                   0              *
  Ricardo Perez                                              *                 5,000                   0              *
  Francisco Calderon                                         *                 5,000                   0              *
  Alcides Hernandez                                          *                 5,000                   0              *
  Alejandro Cano                                             *                 5,000                   0              *
  Jorge Burgos                                               *                 5,000                   0              *
  Juan Carlos Martinez                                       *                 5,000                   0              *
  Jesus Ayala                                                *                 5,000                   0              *
  Hector Osorio                                              *                 5,000                   0              *
  Armando Rosero                                             *                 5,000                   0              *
  Armando Alvarez                                            *                 5,000                   0              *
  Jan Szyjko                                                 *                 5,000                   0              *
  German Ortiz                                               *                 5,000                   0              *
  Jeff Claisse                                               *                 5,000                   0              *
  Seegobin Dookwah                                           *                 5,000                   0              *
  James Convey                                               *                 5,000                   0              *
  Luis Apolinar                                              *                 5,000                   0              *
  Luis Rodriguez                                             *                 5,000                   0              *
  Luis Hurtado                                               *                 5,000                   0              *
  Jennie Grey                                                *                 5,000                   0              *
  Kristie Marie Ciaccio                                      *                 5,000                   0              *
  Alejandro Granados-Gomez                                   *                 5,000                   0              *
  Christina Parada                                           *                 5,000                   0              *
  Lucille Cuomo                                              *                 5,000                   0              *
  Frank Sadkowski                                            *                 5,000                   0              *
  Barbara Connolly                                           *                 5,000                   0              *
  Erasto Rodriguez                                           *                 5,000                   0              *
  Jair Gallego                                               *                 5,000                   0              *
  Jose Pereyra                                               *                 5,000                   0              *
  Alfred Bistrais                                            *                 5,000                   0              *
  9
  Kalman Blake                                               *                 5,000                   0              *
  Sigismund Kudrycki                                         *                 5,000                   0              *
  Policarpo Vergaray                                         *                 5,000                   0              *
  Isaac Algarin                                              *                 5,000                   0              *
  Angel Torres                                               *                 5,000                   0              *
  Alejandro Henriquez                                        *                 5,000                   0              *
  Cherisse Williams                                          *                 5,000                   0              *
  Jason Lang                                                 *                 5,000                   0              *
  Louis Alifano                                              *                30,000                   0              *
  Paula Castellano                                           *                30,000                   0              *
  James Pfister                                              *                30,000                   0              *
  Greg Warren                                                *                30,000                   0              *
  Wilson Zuluaga                                             *                30,000                   0              *
  Gary Settoducato                                           *                30,000                   0              *
  George Kfoury                                              *                30,000                   0              *
  Anthony Schiappa                                           *                30,000                   0              *
  Michael Revak                                              *                15,000                   0              *
  Frank Palmeri                                              *                15,000                   0              *
  Marcos Castro                                              *                15,000                   0              *
  Michael Lobasso                                            *                15,000                   0              *
  Luis Mortera                                               *                15,000                   0              *
  Ismael Lucana                                              *                15,000                   0              *
  Jairo Gomez                                                *                15,000                   0              *
  Richard Roderka                                            *                15,000                   0              *
  Norman Felsen                                              *                15,000                   0              *
  Anthony Landis                                             *                15,000                   0              *
  Blanchard Linda                                            *                15,000                   0              *
  Dorothy Ramos                                              *                15,000                   0              *
  Efren Sandi                                                *                15,000                   0              *
  Fernando Gomez                                             *                15,000                   0              *
  *     denotes less than 1%
  
  (1)   Beneficially owned shares consist of 4,076,219 shares of Common Stock and
        vested options exercisable for 500,000 shares of Common Stock.
  
  (2)   Beneficially owned shares consist of 3,404,538 shares of Common Stock and
        vested options exercisable for 480,000 shares of Common Stock.
  
  (3)   Beneficially owned shares for Mr. Rettatalia consist of 118,423 shares of
        Common Stock, vested options exercisable into 300,000 shares of Common
        Stock, and a convertible note in the principal amount of $332,631,
        convertible into 831,577 shares of Common Stock, exclusive of the number
        of shares receivable upon conversion of the interest accrued under such
        note.
  
  (4)   Beneficially owned shares for Mr. Peragallo consist of 118,423 shares of
        Common Stock, vested options exercisable into 300,000 shares of Common
        Stock, and a convertible note in the principal amount of $332,631,
        convertible into 831,577 shares of Common Stock, exclusive of the number
        of shares receivable upon conversion of the interest accrued under such
        note.
  
                                         10
  PLAN OF DISTRIBUTION
  
        The selling shareholders and any of their pledgees, assignees,
  transferees, donees and successors-in-interest may, from time to time, sell any
  or all of their shares on any stock exchange, market or trading facility on
  which our common stock is traded or in private transactions. Each selling
  shareholder will act independently in making decisions with respect to the
  timing, manner and size of each sale of the shares covered in this prospectus.
  The selling shareholders may use any one or more of the following methods when
  selling shares:
  
        - ordinary brokerage transactions and transactions in which the
        broker-dealer solicits purchasers, which may include long sales and short
        sales effected after the effective date of the registration statement;
  
        - block trades in which the broker-dealer will attempt to sell the shares
        as agent but may position and resell a portion of the block as principal
        to facilitate the transaction;
  
        - purchases by a broker-dealer as principal and resale by the
        broker-dealer for its account pursuant to this prospectus;
  
        - "at the market" to or through market makers or into an existing market
        for the shares;
  
        - an exchange distribution in accordance with the rules of the applicable
        exchange;
  
        - in other ways not involving market makers or established trading
        markets, including direct sales to purchasers, sales effected through
        agents or other privately negotiated transactions;
  
        - settlement of short sales;
  
        - broker-dealers may agree with the selling shareholders to sell a
        specified number of shares at a stipulated price per share;
  
        - through transactions in options, swaps or other derivative securities
        (whether exchange-listed or otherwise);
  
        - a combination of any the foregoing methods of sale; or
  
        - any other method permitted by applicable law.
  
                                         11
  In the event that a sale is to be made pursuant to this registration
  statement by a pledgee or other transferee, we will provide appropriate
  information regarding such pledgee or transferee by a prospectus supplement or a
  post-effective amendment, if necessary, naming such pledgee or transferee as a
  selling shareholder.
  
        Any sale or distribution of common stock by the selling shareholders must
  be accompanied by, or follow the delivery of, this prospectus, unless the
  selling shareholders elect to rely on Rule 144 or another exemption from the
  registration requirements in connection with a particular transaction. The
  selling shareholders may sell shares at market prices prevailing at the time of
  sale, at prices related to such prevailing market prices, at negotiated prices
  or at fixed prices. The selling shareholders may sell directly to broker-dealers
  as principals, in routine transactions through broker-dealers that will be
  compensated in the form of discounts, concessions, or commissions, or in block
  transactions in which a broker-dealer may act as a principal or an agent. The
  broker-dealers will either receive discounts or commissions from the selling
  shareholders, or they will receive commissions from purchasers of shares. We
  have not and do not intend to enter into any arrangement with any securities
  dealer concerning such discounts, concessions or commissions for the
  solicitation of offers to purchase the common stock or the sale of such stock.
  
        Under certain circumstances any broker-dealers that participate in the
  distribution may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933. Any commissions received by these broker-dealers and any
  profits realized on the resale of shares by them may be considered underwriting
  discounts and commissions under the Securities Act of 1933.
  
        Under the rules and regulations of the Securities Exchange Act of 1934,
  any person engaged in the distribution or the resale of shares may not
  simultaneously engage in market making activities with respect to our common
  stock for a period of two business days prior to the commencement of such
  distribution. The selling shareholders will also be subject to applicable
  provisions of the Securities Exchange Act of 1934, and regulations under the
  Securities Exchange Act of 1934, which may limit the timing of purchases and
  sales of our shares of common stock by the selling shareholders.
  
        The selling shareholders will pay all commissions, transfer taxes, and
  other expenses associated with the sale of securities by the selling
  shareholders. The shares offered hereby are being registered pursuant to
  contractual obligations to which we are subject, and we have paid the expenses
  of the preparation of this prospectus.
  
        Because the selling shareholders received the common shares directly from
  us, the common shares constitute "control" or "restricted" securities as defined
  for purposes of General Instruction C to this Form S-8 Registration Statement
  and promulgated by the SEC. As such, the common shares may be subject to resale
  and reoffer limitations imposed by Rule 144(e) under the Securities Act,
  including those applicable volume limitations on the amount of common shares
  which can be resold or reoffered during any 90 day period by any selling
  shareholder.
  
                     DESCRIPTION OF SECURITIES TO BE REGISTERED
  
        10,000,000 shares of the common stock of the Registrant, each common share
  being entitled to one vote on all matters submitted to a vote by shareholders,
  including the election of directors. There are no cumulative voting rights in
  the election of directors. All common shares are equal to each other with
  respect to liquidation and dividend rights and are entitled to receive dividends
  if and when our board declares them out of funds legally available for
  distribution. Upon our liquidation, all assets available for distribution are
  distributable among shareholders according to their respective holdings. There
  are no preemptive rights to purchase any additional, unissued common shares.
  
                                 EXPERTS AND COUNSEL
  
              Eaton & Van Winkle LLP will provide the Registrant with a legal
  opinion in connection with the securities being registered hereby. Eaton & Van
  Winkle has served as counsel to the Registrant on various matters, for which it
  has been paid legal fees. Stephen M. Nagler, a member of Eaton & Van Winkle LLP,
  is a Director of the Registrant. Eaton & Van Winkle LLP owns 90,000 shares of
  our Common Stock, and Mr. Nagler is the beneficial owner of 205,455 shares of
  our Common Stock.
  
                                         12
  Our consolidated financial statements for the year ended December 31, 2005
  and December 31, 2004 have been incorporated by reference herein and in the
  registration statement in reliance on the report of independent accountants
  Goldstein Golub Kessler LLP, and Bildner and Giannasco LLP, respectively, also
  incorporated by reference herein, and upon the authority of said firm as experts
  in accounting and auditing.
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
        This prospectus is a part of a registration statement on Form S-8, which
  we filed with the Securities and Exchange Commission, or the SEC, under the
  Securities Act of 1933, as amended (the "Securities Act"). As permitted by the
  rules and regulations of the SEC, this prospectus does not contain all of the
  information contained in the registration statement and the exhibits and
  schedules thereto. As such we make reference in this prospectus to the
  registration statement and to the exhibits and schedules thereto. For further
  information about us and about our securities, you should consult the
  registration statement and the exhibits thereto. You should be aware that
  statements contained in this prospectus concerning the provisions of any
  documents filed as an exhibit to the registration statement or otherwise filed
  with the SEC are not necessarily complete, and in each instance reference is
  made to the copy of such document so filed. Each such statement is qualified in
  its entirety by such reference.
  
        We file annual and special reports and other information with the SEC
  (Commission File Number 0000918387) pursuant to Section 13(a) of the Securities
  and Exchange Act of 1934, as amended (the "Exchange Act"). These filings contain
  important information which does not appear in this prospectus. For further
  information about us, you may read and copy these filings at the SEC's public
  reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
  information on the operation of the public reference room by calling the SEC at
  1-800-SEC-0330, and may obtain copies of our filings from the public reference
  room by calling (202) 942-8090. The SEC maintains a web site (www.sec.gov) that
  contains the registration statements, reports, proxy and information statements
  and other information regarding registrants that file electronically with the
  SEC such as us.
  
        We shall provide you without charge, upon your written or oral request, a
  copy of any of the documents incorporated by reference in this prospectus, other
  than exhibits to such documents which are not specifically incorporated by
  reference into such documents. Please direct your written or telephone requests
  to Michael A. Gales, at the address provided on the cover of this Prospectus, or
  (631)328-7024. You may also obtain information about us by visiting our website
  at www.airindmc.com. Information contained in our website is not part of this
  prospectus.
  
                                       PART II
  
                               INFORMATION REQUIRED IN
                             THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
        The SEC allows us to "incorporate by reference" information into this
  prospectus, which means that we can disclose important information to you by
  referring you to other documents we have filed or will file with the SEC. We are
  incorporating by reference in this prospectus the documents listed below:
  
        1.    The Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2005;
  
        2.    The Registrant's Quarterly Reports on Form 10-QSB for the quarters
              ended March 31, 2006, June 30, 2006, and September 30, 2006;
  
                                         13
  3.    The reports filed pursuant to Section 8-K of the Securities Exchange
              Act of 1934, as amended (the "Exchange Act"), since January 1, 2006;
              and
  
        4.    2005 Stock Incentive Plan of Gales Industries Incorporated,
              incorporated by reference to Exhibit 10.14 of the Registrant's Form
              8-K report, dated December 6, 2005.
  
        All documents which we file with the SEC pursuant to Section 13(a), 13(c)
  or 15(d) of the Exchange Act after the date of this prospectus and before the
  expiration or termination of this prospectus shall be deemed to be incorporated
  by reference in this prospectus and to be a part of it from the filing dates of
  such documents. Certain statements in and portions of this prospectus update and
  replace information in the above listed documents incorporated by reference.
  Likewise, statements in or portions of a future document incorporated by
  reference in this prospectus may update and replace statements in and portions
  of this prospectus or the above listed documents
  
  Item 4. Description of Securities.
  
        Disclosed in Prospectus under identical heading - "Description of
  Securities"
  
  Item 5. Interests of Named Experts and Counsel
  
        Disclosed in Prospectus under "Experts and Counsel"
  
  Item 6. Indemnification of Directors and Officers.
  
              The Registrant's Certificate of Incorporation, (the "Certificate")
  provides that the Registrant shall indemnify to the fullest extent authorized by
  the Delaware General Corporation Law ("DGCL"), each person who is involved in
  any litigation or other proceeding because such person is or was a director or
  officer of the Registrant or is or was serving as an officer or director of
  another entity at the request of the Registrant, against expenses (including
  attorneys' fees), judgments, fines and amounts reasonably incurred in connection
  therewith. The Certificate provides that the right to indemnification includes
  the right to be paid expenses incurred in defending any proceeding in advance of
  its final disposition; provided, however, that such advance payment will only be
  made upon delivery to the Registrant of an undertaking, by the director or
  officer, to repay all amounts so advanced if it is ultimately determined that
  such director or officer is not entitled to indemnification.
  
              Section 145 of the DGCL permits a corporation to indemnify any
  director or officer of the corporation against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred in connection with any action, suit or proceeding brought by reason of
  the fact that such person is or was a director or officer of the corporation, if
  such person acted in good faith and in a manner that he or she reasonably
  believed to be in, or not opposed to, the best interests of the corporation,
  and, with respect to any criminal action or proceeding, if he or she had no
  reason to believe his or her conduct was unlawful. In a derivative action,
  (i.e., one brought by or on behalf of the corporation), indemnification may be
  made only for expenses, actually and reasonably incurred by any director or
  officer in connection with the defense or settlement of such an action or suit,
  if such person acted in good faith and in a manner that he reasonably believed
  to be in, or not opposed to, the best interests of the corporation, except that
  no indemnification shall be made if such person shall have been adjudged to be
  liable to the corporation, unless and only to the extent that the court in which
  the action or suit was brought shall determine that the defendant is fairly and
  reasonably entitled to indemnity for such expenses despite such adjudication of
  liability.
  
              Pursuant to Section 102(b)(7) of the DGCL, the Certificate
  eliminates the liability of a director or the corporation or its shareholders
  for monetary damages for such breach of fiduciary duty as a director, except for
  liabilities arising (i) from any breach of the director's duty of loyalty to the
  corporation or its shareholders, (ii) from acts or omissions not in good faith
  or which involve intentional misconduct or a knowing violation of law, (iii)
  under Section 174 of the DGCL, or (iv) from any transaction from which the
  director derived an improper personal benefit. The Registrant has obtained
  
                                         14
  insurance policies insuring the directors and officers of the Registrant against
  certain liabilities that they may incur in their capacity as directors and
  officers.
  
              Pursuant to the Agreement and Plan of Merger by and among the
  Registrant and Gales Industries Incorporated, a wholly-owned subsidiary of the
  Registrant ( the "Subsidiary"), dated as of January 13, 2006, the Registrant
  agreed to fulfill and honor the obligations of Subsidiary which existed prior to
  the merger to indemnify Subsidiary's present and former directors and officers.
  The certificate of incorporation and by-laws of Subsidiary provide for the
  indemnification and elimination of liability for monetary damages to the same
  extent as set forth in Subsidiary's certificate of incorporation and by-laws and
  such provision may not be amended, repealed or otherwise modified for a period
  of six years after the merger in any manner that would adversely affect the
  rights of the directors or officers of Subsidiary at the time of the completion
  of the merger. The Registrant has agreed to guarantee the timely payment of all
  funds owing by, and the timely performance of all obligations of Subsidiary
  relating to these indemnification obligations.
  
  Item 7. Exemption from Registration Claimed.
  
        The issuance of the common shares to the selling shareholders was exempt
  from the registration requirements of the Securities Act, under Section 4(2) of
  such Securities Act.
  
  Item 8. Exhibits.
  
        The following exhibits are filed as part of or incorporated by reference
  into this Registration Statement:
  
  Exhibit     Description
  -------     -----------
    4.1       2005 Stock Incentive Plan of Gales Industries Incorporated,
              incorporated by reference to Exhibit 10.14 of the Registrant's Form
              8-K report, dated December 6, 2005.
  
    5.1       Opinion of Eaton & Van Winkle LLP, counsel to the Registrant, as to
              the validity of common shares being registered.
  
    23.1      Consent of Independent Accountants Bildner & Giannasco LLP
  
    23.2      Consent of Eaton & Van Winkle LLP (included in Exhibit 5.1)
  
    23.3      Consent of Independent Accountants Goldstein Golub Kessler LLP
  
  Item 9. Undertakings.
  
  The undersigned registrant hereby undertakes:
  
        1.    To file, during any period in which offers or sales are being made,
              a post-effective amendment to this registration statement. To
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration statement
              or any material change to such information in the registration
              statement.
  
        2.    That, for the purpose of determining any liability under the
              Securities Act (the "Securities Act"), each such post-effective
              amendment shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of such
              securities at that time shall be deemed the initial bona fide
              offering thereof.
  
                                         15
  3.    To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.
  
        4.    The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the registrant's annual report pursuant to Sections 13(a) or 15(d)
              of the Exchange Act that is incorporated by reference in this
              registration statement shall be deemed to be a new registration
              statement relating to the securities offered therein, and the
              offering of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.
  
        5.    Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Commission such indemnification is against public
              policy as expressed in the Securities Act and is, therefore,
              unenforceable. In the event that a claim for indemnification against
              such liabilities (other than the payment by the registrant of
              expenses incurred or paid by a director, officer or controlling
              person of the registrant in the successful defense of any action,
              suit or proceeding) is asserted by such director, officer or
              controlling person in connection with the securities being
              registered, the registrant will, unless in the opinion of its
              counsel the matter has been settled by controlling precedent, submit
              to a court of appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in the
              Securities Act and will be governed by the final adjudication of
              such issue.
  
                                         16
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1993, as amended,
  the registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of New York, State of New York, on January 17,
  2007.
  
                                            GALES INDUSTRIES INCORPORATED
  
                                            By: /s/ Michael Gales
                                                ----------------------------------
                                                Name:  Michael Gales
                                                Title: Executive Chairman
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  date indicated.
  
        Signature                Capacities                            Date
  
  /s/ Michael A. Gales           Executive Chairman               January 17, 2007
  -------------------------
  Michael A. Gales
  
  /s/ Louis A. Giusto            Vice Chairman, Chief Financial   January 17, 2007
  -------------------------      Officer and Treasurer
  Louis A. Giusto
  
  /s/ Peter D. Rettaliata        Director, President and Chief    January 17, 2007
  -------------------------      Executive Officer
  Peter D. Rettaliata
  
                                 Director, Executive Vice         January __, 2007
  -------------------------      President
  Dario A. Peragallo
  
  /s/ Seymour G. Siegel          Director                         January 17, 2007
  -------------------------
  Seymour G. Siegel
  
  /s/ Rounsevelle W. Schaum      Director                         January 17, 2007
  -------------------------
  Rounsevelle W. Schaum
  
                                         17
  Director                         January __, 2007
  -------------------------
  Ira A. Hunt Jr.
  
  /s/ Stephen M. Nagler          Director, Secretary              January 17, 2007
  -------------------------
  Stephen M. Nagler
  
                                 Director                         January __, 2007
  -------------------------
  James A. Brown
  
                                      THE PLAN
  
  Pursuant to the requirements of the Securities Act of 1933, the trustee (or
  other persons who administer the Plan) have duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  organized, in the City of Bay Shore, State of New York, on January 17, 2007.
  
  2005 STOCK INCENTIVE PLAN OF GALES INDUSTRIES INCORPORATED
  
                                                  By: /s/ Michael A. Gales
                                                      ----------------------------
                                                      Michael A. Gales
                                                      Executive Chairman
  
                                         18