UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A



(Amendment No. 1)

|(Mark One)                                 
|-------------------------------------------
|x                                          
|For the Fiscal Year Ended December 31, 2013
|or                                         
|                                           



Commission File Number 1-5332

P&F INDUSTRIES, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                            | 22-1657413            
|--------------------------------------------------- | ----------------------
|(State or other jurisdiction of                     | (I.R.S. Employer      
|incorporation or organization)                      | Identification Number)
|                                                    |                       
|445 Broadhollow Road, Suite 100, Melville, New York | 11747                 
|(Address of principal executive offices)            | (Zip Code)            



Registrant’s telephone number, including
area code: (631) 694-9800



Securities registered pursuant to Section
12(b) of the Act:



| | (Title of each class)                 |  | (Name of each exchange on which registered) | 
| | ------------------------------------- |  | ------------------------------------------- | 
| | Class A Common Stock, $1.00 par value |  | The NASDAQ Stock Market LLC                 | 



Securities registered pursuant to Section
12(g) of the Act: NONE



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.



|Large accelerated filer  ̈ | Accelerated filer  ̈ | Non-accelerated
        filer ̈
        (Do not check if a smaller reporting
        company) | Smaller reporting company   x
|------------------------- | ------------------- | -------------------------------------------------------------------------------------------- | -----------------------------



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



The aggregate market value of the registrant’s
Class A Common Stock held by non-affiliates of the registrant, based on the last sale price on June 28, 2013 (the last business
day of the registrant’s most recently completed second fiscal quarter), was approximately $20,859,000.



As of March 27, 2014 there were 3,693,969
shares of the registrant’s Class A Common Stock outstanding.



Documents Incorporated by Reference



Part III of this Annual Report on Form 10-K
incorporates by reference information from the registrant’s definitive Proxy Statement for its 2014 Annual Meeting of Stockholders.











EXPLANATORY NOTE



This Amendment No.1 on Form 10-K/A
(“Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed
by P&F Industries, Inc. (the “Company”) with the Securities and Exchange Commission on March 28, 2014 (the
“Original Form 10-K”), and is being filed in order to amend Item 9A of the Original Form 10-K to provide the
Company’s management’s assessment of the effectiveness of the Company’s internal control over financial
reporting as of the end of the 2013 fiscal year. Except as set forth in Item 9A below, the filing of certifications of the
Company’s Chief Executive and Financial Officers contained in Exhibits 31.1 and 31.2 and updating the exhibit index and
signature page, no other changes are made to the Original Form 10-K. Unless expressly stated, this Amendment No. 1 continues
to describe conditions as of the date of the Original Form 10-K, and the Company has not updated the disclosures contained in
the Original Form 10-K to reflect events that occurred at a later date.





Item 9A.  Controls and Procedures



Evaluation of disclosure controls and procedures



We maintain disclosure
and control procedures that are designed to ensure that information required to be disclosed in reports filed under the Securities
and Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated
to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.



Our management, with
the participation of our CEO and CFO, carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2013.
Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31,
2013.



Management’s Report on Internal
Control over Financial Reporting



Management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
of the Exchange Act). This system is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting
principles.



Our internal control over financial reporting
includes those policies and procedures that:



Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our
assets;



Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance
with the authorizations of our management and directors; and



Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on the consolidated financial statements.



We carried out an evaluation,
under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design
and operation of our internal control over financial reporting, as of December 31, 2013. Management based this assessment on criteria
for effective internal control over financial reporting described in “Internal Control—Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992. Based upon that evaluation, the CEO and
CFO concluded that our internal control over financial reporting was effective as of December 31, 2013.



Because of its inherent
limitations, internal controls may not prevent or detect misstatements. A control system, no matter how well designed and operated,
can only provide reasonable, not absolute, assurance that the control system’s objectives will be met. Also, projections
of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.



This annual report
on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by our independent registered public
accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s
report in this annual report.



Changes in Internal Control over Financial
Reporting



There have been no
significant changes in our internal control over financial reporting during the most recently completed fiscal quarter ended December 31,
2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.















Item 15.  Exhibits and Financial Statement Schedules







|Exhibit |  |                                                                                                                                                                 
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                          
|        |  |                                                                                                                                                                 
|31.1    |  | Certification of Richard A. Horowitz, Principal Executive Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herein).  
|        |  |                                                                                                                                                                 
|31.2    |  | Certification of Joseph A. Molino, Jr., Principal Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herein).

















SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



P&F INDUSTRIES, INC.

(Registrant)



|By: | /s/   Richard A. Horowitz   |  | By: | /s/ Joseph A. Molino, Jr.
|--- | --------------------------- |  | --- | -------------------------
|    | Richard A. Horowitz         |  |     | Joseph A. Molino, Jr.    
|    | Chairman of the Board       |  |     | Vice President           
|    | President                   |  |     | Principal Financial and  
|    | Principal Executive Officer |  |     | Accounting Officer       
|    | Date: January 13, 2015      |  |     | Date: January 13, 2015