UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





_______________





Form
10-K/A


(Amendment
No. 2)





(Mark
One)R
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of
      1934For
      the fiscal year ended December 31, 2008£
            TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period
      from          to





Commission
File Number 001-33604


_______________





LIMCO-PIEDMONT
INC.


(Exact
name of registrant as specified in its charter)





Delaware
            73-1160278(State
      of incorporation)
            (IRS
      Employer Identification No.)1031
      East Mountain Street, Building 320, Kernersville, North
      Carolina
            27824(Address
      of principal executive offices)
            (Zip
      Code)





(918)
445-4300


(Registrant’s
telephone number, including area code)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:





Title
      of each class:
            Name
      of each exchange on which registered:Common
      Stock, par value $0.01 per share
            NASDAQ
      Global Market





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 £     No
R





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  Yes £     No
R





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.  Yes R     No
£





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the 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.  £





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
definition of  “large accelerated filer,” “accelerated filer” and
“small 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 R


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes £     No  R





The
aggregate market value of the shares of common stock and non-voting common stock
held by non-affiliates of the registrant as of June 30, 2008 (the last business
day of the registrant’s most recently completed second fiscal quarter) was
approximately $22,000,000 million computed by reference to the last reported
sale price on the NASDAQ Global Select Market on that date. For purposes of this
calculation, affiliates are considered to be officers, directors and holders of
10% or more of the outstanding common stock of the registrant on that
date.





At April
30, 2009, the aggregate number of shares of the registrant’s common stock and
non-voting common stock outstanding was 13,205,000.





DOCUMENTS
INCORPORATED BY REFERENCE




None.
















LIMCO-PIEDMONT
INC. AND SUBSIDIARIES




TABLE
      OF CONTENTSExplanatory
      NotePagePart
      IIIItem 10
                            Directors,
      Executive Officers and Corporate Governance
                            2Item
      11
                            Executive
      Compensation
                            6Item
      12
                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                            9Item
      13
                            Certain
      Relationships and Related Transactions, and Director
      Independence
                            10Item
      14
                            Principal
      Accounting Fees and Services
                            12Part
      IVItem
      15
                            Exhibits
      and Financial Statement Schedules
                            13








i


Explanatory
Note




This Form
10-K/A (“Amendment No. 2”) is being filed by Limco-Piedmont Inc. (the “Company”)
to amend and supplement its Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities and Exchange Commission on March 9,
2009 as amended and supplemented by Amendment No. 1 filed on March 23, 2009, to
include the information required to be contained in Part III, Items 10, 11, 12,
13 and 14 of Form 10-K. The Company had previously reported that such
information would be incorporated by reference to its definitive proxy statement
to be filed pursuant to Regulation 14A. However, the Company’s definitive
statement will not be filed prior to April 30, 2009, therefore, pursuant to
General Instruction G(3) to Form 10-K, the Company hereby amends its previously
filed Annual Report on Form 10-K to include the required information. Amendment
No. 2 to Annual Report on Form 10-K includes only Items 10, 11, 12, 13 and 14 of
Form 10-K, and the Company is not amending or supplementing any other
information in such previously filed Annual Report on Form 10-K.








1


Part
III.




Item
10. Directors, Executive Officers and Corporate Governance.




Directors





Set forth
below are the names, ages and position of our current directors.





Name
              Age
              PositionDr.
      Shmuel Fledel
              56
              Chairman
      of the Board of DirectorsGiora
      Inbar
              53
              DirectorDr.
      Jacob Gesthalter
              62
              DirectorMichael
      Gorin
              67
              DirectorDr.
      Avraham Ortal
              41
              DirectorEran
      Goren
              50
              Director




Set forth
below are the principal occupations of each director during the last five years
as well as certain other information:




Dr. Shmuel Fledel was elected
as director on July 14, 2008 and as Chairman of the Board of Directors on
October 2, 2008. Dr. Fledel has been the Chief Executive Officer of TAT
Technologies Ltd. (“TAT Technologies”) the direct controlling shareholder of the
Company since May 2008. Prior to joining TAT Technologies, between the years
2005 and 2008, Dr. Fledel served as Vice President, Maintenance and Engineering
of El-Al Israel Airlines Ltd. From 1998 to 2005, Dr. Fledel served as the Chief
Executive Officer of Cyclone Aviation Products Ltd., an Israeli company which
serves as the Elbit Systems Group’s design and production center for metal and
composite structural aircraft components and parts for leading aerospace
companies and OEMs. From 1995 to 1998, Col. (Res.) Fledel served as the Depot
Commander of the Israeli Air Force. Dr. Fledel holds a Ph.D and an M.SC. degree
in Structural Dynamics, both from the University of Maryland, and a B.Sc. degree
in Aeronautical Engineering from the Technion – Israel Institute of
Technology.




Giora Inbar has served as a
director since January 23, 2008. Mr. Inbar currently serves as Chairman of the
Board of TAT Technologies and also serves as Chief Executive Officer of Kaman
Holdings Ltd a public holding company which is the ultimate controlling
stockholder of the Company (“KMN”). Mr. Inbar served in the Israel Defence
Forces for over 25 years and retired as a Brigadier General in 1998. He also
serves as chairman of the Board of a number of companies controlled by KMN,
including TAT Technologies. Mr. Inbar holds M.B.A. and B.A. degrees from Haifa
University and is also a graduate of the U.S. Army War College.




Dr. Jacob Gesthalterhas
served as a director since March 2007. Dr. Gesthalter has served as President of
Vicor Industries, Inc., a distributor of electronics and electrical components,
since 1983 and Vice President of Alliance Technology Corporation, a manufacturer
of military fuses, since 1986. He has also served as a partner of G-Square, LLC
since 1997. Prior to that he was a Professor of Economics at Lehman College in
New York and held teaching positions in the MBA programs of Hofstra and
Fairleigh Dickinson Universities, as well as a research fellowship at the
National Bureau of Economic Research (NBER) in New York. Dr. Gesthalter holds a
Ph.D. degree in Economics from the Graduate Center of the City University of New
York.




Michael Gorinhas served as a
director since March 2007. Mr. Gorin was employed by Aeroflex Incorporated,
which was engaged in the design, engineering, and manufacture of microelectronic
and test solutions to the broadband communications, aerospace, and defense
markets, in various financial executive capacities for over 20 years before
retiring on December 31, 2005. He served as Chief Financial Officer of Aeroflex
from 1988 and as its Vice Chairman and Chief Financial Officer from February
2004 until December 31, 2005. From 1980 through 1985, he was a Senior Vice
President at Republic National Bank of New York and from 1963 to 1980 he was
employed by Arthur Andersen & Co., becoming a partner in 1973. Mr. Gorin
holds a B.B.A. in accounting from Hofstra University and is a C.P.A. in New
York.




Dr. Avraham Ortalhas served
as a director on January 23, 2008. Since February 2008, Dr. Ortal has served as
the Chief Executive Officer of KMN Capital Ltd., a public holding company
controlled by KMN, and also serves as a Vice President of KMN with
responsibility for its U.S. operations. From March 1999 through January 2009,
Dr. Ortal was as a partner in the law firm of Zellermayer, Pelossof & Co. of
Tel Aviv, Israel. While at Zellermayer, Pelossof & Co., Dr. Ortal
specialized in international business and finance transactions. Prior to joining
the Zellermayer firm, Dr. Ortal was employed as an associate with the New York
law firm of Davis Polk & Wardwell and as an Adjunct Lecturer (Mergers &
Acquisitions) at the Duke University School of Law. Dr. Ortal holds an LL.B.
degree from the College of Management, an L.L.M. degree from Duke University
School of Law and a S.J.D. degree from Duke University.




2


Eran Gorenhas served as a director
since March 31, 2009. Mr. Goren has, since March 2008, been Head of Investments
at Ellomay Capital Limited, a public holding company.  Prior to
joining Ellomay, Mr. Goren was founder and Managing Partner of Captsone Finance,
a structured finance origination and management boutique, from 2004 to
2008.  Prior to founding Capstone, Mr. Goren served as the Head of
Global Capital Markets in Leumi & Co. Investment House from 2004 to 2006.
Between 1998 and 2004, Mr. Goren was the CEO of Excellence Nessuah Ltd. a
financial services company.




Independent
Directors




In
general, NASDAQ Marketplace Rules require that a NASDAQ-listed company have a
majority of independent directors on its Board of Directors. Since TAT
Technologies owns more than 50.0% of our common stock, we are considered a
“controlled company” within the meaning of NASDAQ Marketplace Rules.
Accordingly, we are exempt from certain independence requirements under the
NASDAQ listing standards, such as the requirement to have a majority of
independent directors on our Board of Directors.




Since the
controlled company exemption does not extend to our Audit Committee, it must
have at least three members and be comprised only of independent directors each
of whom satisfies the respective “independence” requirements of the Securities
and Exchange Commission and NASDAQ.




Three of
our directors, Messrs. Goren and Gorin and Dr. Gesthalter, are deemed to be
independent under the applicable securities law requirements and the listing
standards of the NASDAQ Global Market. For so long as TAT Technologies owns more
than 50.0% of the total voting power of our common stock, it will have the
ability to direct the election of all the members of our Board of Directors, the
composition of our Board committees and the size of the Board.




Committees




Our
By-Laws authorize our Board of Directors to appoint one or more committees, each
consisting of one or more directors. Our Board of Directors currently has an
Audit Committee and a compensation committee, the composition and
responsibilities of which are described below.




Director
Nominees




Since TAT
Technologies owns more than 50.0% of our common stock and we are a “controlled
company” within the meaning of the corporate governance standards of NASDAQ, we
are neither required to have, nor will we have, a nominating and corporate
governance committee. Accordingly, our shareholders do not have the same
protections afforded to shareholders of companies that are subject to all the
NASDAQ corporate governance requirements.




All of
our directors participate in the consideration of director nominees. Although we
do not have a formal charter or policy with regard to the consideration of any
director candidates recommended by shareholders, the directors will consider
properly submitted shareholder recommendations for candidates for membership on
the Board of Directors.




Our Board
of Directors intends to regularly assess the appropriate size of the Board of
Directors, and whether any vacancies are expected due to retirement or
otherwise. In the event that vacancies are anticipated, or otherwise arise, the
Board of Directors considers various potential candidates for director.
Candidates may come to the attention of the Board of Directors through our
parent company, current members, officers or other persons. These candidates may
be considered at any point during the year. The Board of Directors will also
consider properly submitted shareholder recommendations for candidates for the
Board of Directors.




Audit Committee




The Audit
Committee held five meetings during the 2008 fiscal year at which each member of
the Audit Committee was present. Our Audit Committee is comprised of three
members, all of whom satisfy the respective “independence” requirements of the
Securities and Exchange Commission and NASDAQ and are financially literate. The
current members of our Audit Committee are Eran Goren, Dr. Jacob Gesthalter and
Michael Gorin. Our Board has determined that Michael Gorin qualifies as an Audit
Committee financial expert as defined by rules of the Securities and Exchange
Commission. He serves as chair of the committee. From March 2007 through March
2009, Lawrence W. Findeiss served as a Director of the Company and as a member
of the Audit Committee.




Our Board
of Directors has adopted an Audit Committee charter setting forth the
responsibilities of the Audit Committee consistent with the rules of the
Securities and Exchange Commission (the “SEC”) and the NASDAQ Global Market. The
charter is posted on our website at www.limcopiedmont.com under the Charters
section of our investor relations webpage.




The Audit
Committee is responsible for, among other things:




•
            Appointing,
      evaluating, overseeing the work of, compensating and, if appropriate,
      terminating our regis­tered independent public accounting
      firm;




•
            Reviewing
      and discussing with management and our registered independent public
      accounting firm our quarterly financial statements and our earnings
      releases;




3




•
            Reviewing
      and approving the terms of our registered independent public accounting
      firm’s engagement;




•
            Pre-approving
      all auditing services and permissible non-audit services provided by our
      registered inde­pendent public accounting
  firm;




•
            Engaging
      in a dialogue with our registered independent public accounting firm
      regarding relationships that may adversely affect the independence of the
      registered independent public accounting firm and, based on such review,
      assessing the independence of the registered independent public accounting
      firm;




•
            Providing
      the Audit Committee report to be filed with the SEC in our annual proxy
      statement;




•
            Establishing
      procedures for the receipt, retention and treatment of complaints
      regarding accounting, inter­nal accounting controls or auditing
      matters, including the confidential anonymous submission by our employees
      of concerns regarding questionable accounting or auditing
      matters;




•
            Reviewing
      and pre-approving related-party
transactions;




•
            Reviewing
      and discussing with management and our registered independent accounting
      firm manage­ment’s annual assessment of the effectiveness of the
      internal controls and our registered independent accounting firm’s
      attestation and report about management’s assessment as required by the
      SEC;




•
            Reviewing
      and discussing with management and our registered independent accounting
      firm the adequacy and effectiveness of our internal controls including any
      significant deficiencies in the design or operation of our internal
      controls or material weaknesses and any fraud, whether or not material,
      that involves our management or other employees who have a significant
      role in our internal controls and the adequacy and effectiveness of our
      disclosure controls and procedures;
and




•
            Reviewing
      and assessing annually the adequacy of the Audit Committee
      charter.




Compensation
Committee




The
compensation committee held one meeting during the 2008 fiscal year at which all
members were present. Our compensation committee is comprised of Messrs. Inbar,
Gorin and Dr. Gesthalter. Our Board of Directors has adopted a compensation
committee charter setting forth the responsibilities of the compensation
committee consistent with the rules of the SEC and the NASDAQ Global Market. The
charter is posted on our website at www.limcopiedmont.com under the Charters
section of our investor relations webpage.




The
compensation committee is responsible for assisting the Board of Directors in
overseeing the Company’s management compensation policies and practices
including, among other things:




•
            Reviewing
      and making recommendations on director
  compensation;




•
            Reviewing
      and approving the compensation of
executives;




•
            Reviewing
      and approving management incentive compensation policies and
      procedures;




•
            Reviewing
      and approving equity compensation programs for employees;
    and




•
            Preparing
      the annual report on executive compensation required by the rules and
      regulations of the SEC.




Compensation Committee Interlocks and Insider Participation


·
            none
      of the members of the Compensation Committee was an officer (or former
      officer) or employee of the Company or any of its
      subsidiaries;





·
            none
      of the members of the Compensation Committee had a direct or indirect
      material interest in any transaction in which the Company was a
      participant and the amount involved exceeded $120,000, except that
      commencing January 2009, TAT Technologies, of which Mr. Inbar is a
      director and the Chief Executive Officer of its controlling stockholder,
      is paid management fees by the Company at the rate of $200,000 per
      annum;





·
            none
      of the Company’s executive officers served on the Compensation Committee
      (or another Board committee with similar functions or, if there was no
      such committee, the entire Board of Directors) of another entity where one
      of that entity’s executive officers served on the Company’s Compensation
      Committee;





·
            none
      of the Company’s executive officers was a director of another entity where
      one of that entity’s executive officers served on the Company’s
      Compensation Committee; and






4





·
            none
      of the Company’s executive officers served on the Compensation Committee
      (or another Board committee with similar functions or, if there was no
      such committee, the entire Board of Directors) of another entity where one
      of that entity’s executive officers served as a director on the Company’s
      Board.




Code
of Business Conduct and Ethics




The Board
of Directors adopted a Code of Business Conduct and Ethics to promote honest,
ethical and lawful conduct by all of our employees, officers and directors. The
Code of Business Conduct and Ethics is posted on our website at
www.limcopiedmont.com under the Code of Conduct section of our investor
relations webpage.


Executive
Officers




Set forth
below are the names, ages and positions of our current executive
officers.




Name
                      Age
                      PositionRobert
      Koch
                      61
                      Co-Chief
      Executive OfficerEhud
      Netivi
                      62
                      Co-Chief
      Executive OfficerMary
      Dowdy
                      49
                      Chief
      Financial OfficerBarry
      Orrell
                      55
                      Vice
      President Piedmont Aviation Component servicesDan
      Kraft
                      47
                      Chief
      Operating Officer Limco Airepair,
Inc.




Robert Koch was appointed as
Co-Chief Executive Officer on October 2, 2008 and has served as President of our
subsidiary, Limco Airepair since January 22, 2008. Mr. Koch, a veteran of the
aviation heat transfer industry, has over 20 years of experience in management,
engineering, business development, quality control, operations, supply chain
management, IT and customer support. Mr. Koch was employed for almost 20 years
by the Lori Heat Transfer operations of Honeywell Aerospace and its predecessor
company. Mr. Koch held numerous management positions with Lori and served as its
Business Operations Leader prior to joining the repair division of the NORDAM
Group Inc. in January 2005. Mr. Koch joined NORDAM as Director of Quality and
most recently served as Senior Director of Support Services.




Ehud Netivi was appointed as
Co-Chief Executive Officer on October 2, 2008 and has served as President of our
subsidiary, Piedmont Aviation Component Services LLC since October 18, 2007. Mr.
Netivi has over 30 years experience in the aerospace industry, serving in
various managerial roles with Israel Aircraft Industries. Mr. Netivi served as
Production Manager, Business Development and Marketing Director, and General
Manager of several IAI subsidiaries. Most recently, Mr. Netivi served as
Business Development and Marketing Director of IAI International, located in St.
Louis, Missouri.




Ms. Dowdy was appointed as
Chief Financial Officer on March 31, 2009 and had been the Company’s Controller
since June 2008.  Prior to joining the Company, Ms. Dowdy served as
Controller of Electronic Label Technology, a supplier of shelf labels and signs
for retail and industrial uses from February 2007 thru May 2008. From April 2006
to February 2007, Ms. Dowdy served as Controller of Braden Manufacturing, a
manufacturer of exhaust and inlet systems for gas turbine power generation
systems.  Ms. Dowdy also worked as Controller for USPoly Company, a
manufacturer of polyethylene pipe and fittings in the United States, from July
2005 to April 2006. Prior thereto, Ms. Dowdy worked as Senior Cost Accountant
for Ramsey Industries, a supplier of consumer and industrial winches. Ms. Dowdy
is a Certified Public Accountant in the State of Oklahoma.




Mr. Orrell was appointed Vice
President of Material Services of Piedmont Component Aviation Services, a
wholly-owned subsidiary of the Company, (“Piedmont”) in February, 2004. Mr.
Orrell has served in such capacities as Director of Airline Marketing and
Director of Purchasing before assuming his present position of Vice President of
Material Services. Mr. Orrell has 25 years experience in the aviation
industry.




Mr.
Kraft has been employed with Limco-Airepair since January 1999 and held
executive positions as a vice president Sales & Marketing since 2003 and
vice president COO since March 2008. Mr. Kraft has 27 years experience working
in manufacturing facilities, and in the aviation industry. Prior to joining
Limco-Airepair, Mr. Kraft held managerial positions at Southwest United industry
and Seagate, computer technology






Section
16(a) Beneficial Ownership Reporting Compliance




The
members of our Board of Directors, our executive officers and persons who hold
more than 10% of our outstanding common stock are subject to the reporting
requirements of Section 16(a) of the Exchange Act, which requires them to file
reports with respect to their ownership of our common stock and their
transactions in such common stock. Based solely upon a review of (i) the copies
of Section 16(a) reports which we have received from such persons or entities
for transactions in our common stock and their common stock holdings for year
ending December 31, 2008, and (ii) the written representations received from one
or more of such persons or entities that no annual Form 5 reports were required
to be filed by them for such fiscal year, we believe that all reporting
requirements under Section 16(a) for such fiscal year were met in a timely
manner by our directors, executive officers and beneficial owners of more than
10% of our common stock, except that Dr. Fledel’s report on Form 3 was not
timely filed.




5




Item
11. Executive Compensation.




Summary
Compensation Table




The
following table summarizes the total compensation awarded to our named executive
officers in 2007 and 2008.




Name and principal
      position
              Year
              Salary($)
              Bonus($)
              Stock
                Awards
      ($)
              Option
                Awards($)
              Non-Equity
                Incentive Plan Compensation
      ($)
              Nonqualified Deferred Compensation
      Earnings ($)
              All
      Other
                Compensation
      ($)
              Total
      ($)Robert
      Koch, Co-Chief Executive Officer
              2008
                2007
              147,692
                ___
              8,412
                ___
              ___
                ___
              11,927(7)
                ___
              ___
                ___
              ___
                ___
              ___
                ___
              168,031
                ___Ehud
      Netivi, Co-Chief Executive Officer
              2008
                2007
              120,000
                4,597
              36,936
                ___
              ___
                ___
              11,927(8)
                ___
              ___
                ___
              ___
                ___
              ___
                ___
              168,863
                ___Shaul
      Menachem, Chief Executive Officer(1)
              2008
                2007
              334,290
                195,769
              249,444
                --
              ___
                555,710(2)
              108,911
                112,008(3)
              ___
                599,837(4)
              ___
                --
              ___
                27,776(5)
              692,345
                1,491,000Carla
      S. Covey, Executive Vice President and Chief Financial
      Officer(6)
              2008
                2007
              185,000
                --
              36,385
                --
              ___
                --
              10,825(9)
                1,706(9)
              ___
                --
              ___
                --
              ___
                --
              232,210
                1,706Mary
      Dowdy, Chief Financial Officer
              2008
                2007
              ___
                ___
              ___
                ___
              ___
                ___
              ___
                ___
              ___
                ___
              ___
                ___
              ___
                ___
              ___
                ___




(1)
            Mr.
      Menachem’s employment with the Company was terminated effective December
      31, 2008.




(2)
            This
      amount represents the fair value of Mr. Menachem’s phantom options on the
      ordinary shares of TAT Technologies recognized by our company for
      financial statement reporting purposes and determined in accordance with
      FAS 123R for the year ended December 31,
2007.




(3)
            This
      amount represents the fair value of Mr. Menachem’s 66,000 options granted
      under our 2007 Plan recognized by our company for financial statement
      reporting purposes and determined in accordance with FAS 123R for the year
      ended December 31, 2007.




(4)
            The
      non-equity incentive plan compensation amount for Mr. Menachem includes
      the receipt in 2007 of (i) $20,000 of an $80,000 bonus award given to him
      in 2005; (ii) $330,393 bonus award upon consummation of the initial public
      offering and (iii) $249,444 incentive bonus award based on the Company’s
      consolidated pretax income for the year ended December 31,
      2007.




(5)
            The
      amount of other compensation shown for Mr. Menachem represents housing and
      other living expenses, personal use of a company-owned car, contributions
      to Mr. Menachem’s 401k Plan account, business travel expenses and certain
      personal travel expenses for Mr. Menachem’s
  wife.




(6)
            Ms.
      Covey’s employment with the Company was terminated effective March 31,
      2009.




(7)
            This
      amount represents the fair value of Mr. Koch’s 15,000  options
      granted under our 2007 Plan recognized by our company for financial
      statement reporting purposes and determined in accordance with FAS 123R
      for the year ended December 31,
2008.




(8)
            This
      amount represents the fair value of Mr. Netivi’s 15,000  options
      granted under our 2007 Plan recognized by our company for financial
      statement reporting purposes and determined in accordance with FAS 123R
      for the year ended December 31,
2008.




(9)
            This
      amount represents the fair value of Ms. Covey’s 15,000 options granted
      March 2008, and 15,000, granted July 2008, under our 2007 Plan recognized
      by our company for financial statement reporting purposes and determined
      in accordance with FAS123R for the year ended December 31,
      2008.






Employment
Agreements




The
following paragraphs summarizethe employment-related
agreements for our named executive officers:




Robert Koch. Limco Airepair
entered into an employment agreement with Mr. Koch on January 22, 2008 pursuant
to which he agreed to serve as President. The agreement provides that Mr. Koch
will be paid an annual base salary of $160,000, as well as, an annual bonus
equal to 1.5% of the net profit from the operations of Limco Airepair for 2008
and 1.5% of the net profit of the operations of Limco Airepair for 2009 and
subsequent years. In addition, Limco Airepair will reimburse Mr. Koch for all
reasonable out-of-pocket expenses and provide a company vehicle. Mr. Koch is
also entitled to participate in all employee benefit plans and is considered a
senior employee entitled to stock options in Limco subject to being employed for
at least 12 months. The agreement provides that either party may terminate Mr.
Koch’s employment upon 90 days’ prior written notice. Limco Airepair may
terminate Mr. Koch’s employment prior to such period, but will have to pay him
all of his salary and benefits for the entire 90 days.




6


Ehud Netivi. Piedmont entered
into an employment agreement with Mr. Netivi on December 10, 2007 pursuant to
which he agreed to serve as President. The agreement provides that Mr. Netivi
will be paid an annual base salary of $120,000, as well as, an annual bonus
equal to .75% of the net profit from the operations of Piedmont for 2008 and
1.25% of the net profit of the operations of Piedmont for 2009 and subsequent
years. In addition, Piedmont will reimburse Mr. Netivi for all reasonable
out-of-pocket expenses, provide a company vehicle, pay reasonable travel
expenses for Mr. Netivi and his spouse to Tulsa and Israel and make a one time
payment of $2,500 to cover relocation costs. Mr. Netivi is also entitled to
participate in all employee benefit plans and is considered a senior employee
entitled to stock options in Limco subject to being employed for at least 12
months. The agreement provides that either party may terminate Mr. Netivi’s
employment upon 60 days’ prior written notice. Piedmont may terminate Mr.
Netivi’s employment prior to such period, but will have to pay him all of his
salary and benefits for the entire 60 days.




Outstanding
Equity Awards at Fiscal Year-End




The following table itemizes
outstanding options held by the named executive officers under the 2007 Plan as
of December 31, 2008.




Outstanding
Equity Awards at Fiscal Year-End


Option
      awards
                                                                    Stock
      awardsName
                                                                    Number
      of securities underlying unexercised options (#)
    exercisable
                                                                    Number
      of securities underlying unexercised options (#)
    unexercisable
                                                                    Equity
      incentive plan awards: Number of securities underlying unexercised
      unearned options (#)
                                                                    Option
      exercise price ($)
                                                                    Option
      expiration date
                                                                    Number
      of shares or units of stock that have not vested (#)
                                                                    Market
      value of shares or units of stock that have not vested ($)
                                                                    Equity
      incentive plan awards: Number of unearned shares, units or other rights
      that have not vested (#)
                                                                    Equity
      incentive plan awards: Market or payout value of unearned shares, units or
      other rights that have not vested ($)Robert
      Koch
                                                                    
                                                                    15000
      (a)
                                                                    
                                                                    6.16
                                                                    3/2/201315000
      (b)
                                                                    
                                                                    2.25
                                                                    2/24/2014Ehud
      Netivi
                                                                    5,000
                                                                    15000
      (b)
                                                                    
                                                                    2.25
                                                                    2/24/2014Shaul
      Menacham
                                                                    49,500
                                                                    
                                                                    
                                                                    11
                                                                    7/18/2012Carla
      S. Covey
                                                                    
                                                                    15000
      (c)
                                                                    
                                                                    6.79
                                                                    3/30/201315000
      (c)
                                                                    
                                                                    4.4
                                                                    2/24/2014Mary
      Dowdy
                                                                    0
                                                                    0




(a)
            These
      options will vest as follows:  5,000 on March 31, 2009, 5,000 on
      March 31, 2010, and 5,000 on March 31,
2011.




(b)
            These
      options will vest as follows:  5,000 on February 25, 2010, 5,000
      on February 25, 2011 and 5,000 on February 25
  2012.




(c)
            These
      options will vest on March 31, 2009, and if not exercised, will terminate
      in full on September 30, 2009.




Potential
Payments Upon Termination or Change-in-Control




We have
not formulated a standard policy that provides for payments to our named
executive officers upon a change of control. At the conclusion of his employment
Mr. Menachem received severance equal to six months base salary plus accrued
benefit time for a total of $ 174,629 and reimbursement of up to $10,000 of his
moving expenses to Israel. At the conclusion of her employment, Ms. Covey
received severance equal to six months base salary plus accrued benefit time,
for a total of $117,661 .




Ms. Covey
and Mr. Menachem had confidentiality and non-compete provisions in their
employment agreements whereby each agreed that they will not, either directly or
indirectly, own, manage, operate, control, be employed by, provide consulting
services to or for, or participate in the ownership, management, operation or
control of any manner with any business competitive with us for a period of 12
months following termination for any reason. They also agreed that they will not
disclose any of our confidential information.







7




Director
Compensation




2008
Compensation of Non-Employee Directors




The
following table provides information regarding the compensation of our directors
for the year ended December 31, 2008.




Name
                  Fees
      earned or paid in cash ($)
                  Stock
      awards ($)
                  Option
      awards ($)
                  Non-equity
      Incentive Plan compensation ($)
                  Nonqualified
      deferred compensation earnings ($)
                  All
      other
                    compensation
      ($)
                  Total
      ($)Dr.
      Shmuel FledelGiora
      InbarDr.
      Jacob Gesthalter
                  46,500
                  
                  
                  
                  
                  
                  46,500Michael
      Gorin
                  80,500
                  
                  
                  
                  
                  
                  80,500Dr.
      Avraham OrtalLarry
      Findeiss
                  45,500
                  
                  
                  
                  
                  
                  45,500




Cash
Compensation.  In fiscal year ended December 31, 2008, we paid
each of our directors (other than directors affiliated
with TAT Technologies) an annual fee of $20,000, a per meeting
attendance fee of $1,000 and a special fee of $1,000 for each audit committee
and compensation committee meeting. In addition, in connection with services on
a Special Committee of Independent Directors, Messrs. Gorin, Gesthalter and
Findeiss received fees of $ 30,000, $ 10,000 and $ 10,000 respectively. Our
audit committee chair receives an additional annual fee of $10,000. We also
reimburse each director for travel and related expenses incurred in connection
with attendance at Board and committee meetings.







8




Item
12. Security Ownership of Certain Beneficial Owners and Management and
Related.




The
following table shows the number of shares of the Company’s common stock
beneficially owned as of April 29, 2009 by our officers, our directors, each
person, who, to our knowledge, beneficially owns more than 5.0% of our common
stock and our officers and directors as a group. The table also includes
information about exercisable stock options credited to executive officers under
2007 Incentive Compensation Plan.




Name
      and Address of Beneficial Owner
                        Amount
      and Nature of
                          Beneficial
      Ownership of
                          Common
      Stock
                        Percentage
      of ClassTAT
      Technologies
                          P.O.
      Box 80
                          Gedera,
      L3 70750
                        8,164,256
                        61.8%AM
      Trust Management Company Inc.
                          Leap
      Tide Capital Management, Inc.
                          10451
      Mill Run Circle
                          Owings
      Mills, MD 21117
                        1,089,863(a)
                        8.25%DirectorsDr.
      Shmuel Fledel
                          TAT
      Technologies
                          P.O.
      Box 80
                          Gedera,
      L3 70750
                        -0-(b)(c)
                        *Giora
      Inbar
                          KMN
      Holdings Ltd
                          85
      Medinat Hayehudim, Floor 11,
                          Herzelia
      46140
                          Israel
                        -0-(b)(c)
                        *Dr.
      Jacob Gesthalter
                          225
      Country Rd.
                          Tenafly,
      NJ 07670
                        10,000(c)
                        *Michael
      Gorin
                          133
      The Crescent
                          Roslyn
      Heights, NY  11577
                        10,000(c)
                        *Dr.
      Avraham Ortal
                          KMN
      Holdings Ltd
                          85
      Medinat Hayehudim, Floor 11,
                          Herzelia
      46140
                          Israel
                        -0-(c)
                        *Eran
      Goren
                          330
      Lamerchan Street
                          Ramat-Hasharon
      Israel 47216
                        -0-(c)
                        *Named
      Executive OfficersRobert
      Koch
                          7330
      E. 66th
      Ct
                          Tulsa,
      OK  74133
                        5,000(c)
                        *Ehud
      Netivi
                          1527
      New Garden Road, Apt 2D
                          Greensboro,
      NC  27410
                        5,000(c)
                        *Shaul
      Menachem
                          3
      Hakabaim St
                          Ramat
      Gan, Israel 55255
                        49,500(c)
                        *Carla
      S. Covey
                          11301
      S. Fulton
                          Tulsa,
      OK  74137
                        5,000(c)
                        *Mary
      Dowdy
                          916
      S. Roland
                          Bristow,
      OK  74010
                        -0-(c)
                        *All
      directors and executive officers as a group
                        30,000(d)




* Less
then 1%




9




(a)
            The
      information regarding the beneficial ownership of shares by AM Trust
      Management Company Inc., was obtained from its statement on Schedule 13G,
      filed with the SEC on March 17, 2009. Such statement discloses that AM
      Trust Management Company Inc. possesses sole dispositive voting power over
      1,089,863 shares.




(b)
            Does
      not include shares of common stock beneficially owned by TAT
      Technologies.




(c)
            Includes
      shares of common stock which such individuals have the right to acquire
      through the exercise of stock options within 60 days of April 29, 2009 as
      follows: Dr. Shmuel Fledel -0-, Giora Inbar -0-, Dr. Jacob Gesthalter
      10,000, Michael Gorin 10,000, Dr. Avraham Ortal -0-, Eran Goren -0-,
      Robert Koch 5,000, Ehud Netivi 5,000, Shaul Menachem 49,500, Carla S.
      Covey 5,000, and Mary Dowdy -0-.




(d)
            Includes
      and aggregate of 30,000 shares of common stock which the directors and
      executive officers have the right to acquire through the exercise of stock
      options within 60 days of April 29,
2009.





Item
13. Certain Relationships and Related Transactions, and Director
Independence.




Relationship
with TAT Technologies




TAT
Technologies owns approximately 61.8% of our outstanding shares of common stock.
As a result, TAT Technologies and its ultimate controlling stockholder, KMN, are
able to exercise considerable influence over our operations and business
strategy and control the outcome of all matters involving shareholder
approval.




For so
long as TAT Technologies owns more than 50% of our shares of common stock, it,
and KMN indirectly, will have the power to approve all matters requiring
approval of common shareholders, including the election of all members of our
board of directors, and appointing management.  TAT Technologies will
also exercise a controlling influence over our business and affairs, any
determinations with respect to mergers or other business combinations involving
us, including our acquisition or disposition of assets, and other aspects of our
business and affairs. TAT Technologies also has the ability to control decisions
affecting our capital structure, including issuing additional capital stock,
establishing stock purchase programs and declaring dividends.




Conflicts
of interest may arise between TAT Technologies and us in a number of areas
relating to our ongoing relationships. At present, three of TAT Technologies’
directors serve as directors of the Company. Area in which conflicts of interest
between TAT Technologies and the Company could arise include, but are not
limited to the following:




·
            Cross directorships,
      employment and share ownership. The ongoing relationships of
      certain of our directors and executive officers with TAT Technologies
      and/or their interests in the ordinary shares of TAT Technologies could
      create, or appear to create, conflicts of interest when directors and
      executive officers are faced with decisions that could have different
      implications for the two companies. For example, these decisions could
      relate to disagreements over the desirability of a potential acquisition
      opportunity, or a change in dividend
policy.





·
            Intercompany
      transactions. We expect to continue to enter into transactions with
      TAT Technologies as part of our day-today activities. Although the terms
      of any such transactions will be established based upon negotiations
      between employees of TAT Technologies and us, subject to the approval of
      the independent directors on our board or a committee of disinterested
      directors, there can be no such assurance that the terms of any such
      transaction will be favorable to us as may otherwise be obtained in arm’s
      length negotiations with unaffiliated third
  parties.




Our
policy is to enter into transactions with TAT Technologies on terms that, on the
whole, are no more favorable, or no less favorable, than those available from
unaffiliated third parties. Based on our experience in the business sectors in
which we operate and the terms of our transactions with unaffiliated third
parties, we believe that all of the transactions described below met this policy
standard at the time they occurred.




Manufacturing
License Agreement




In
January 2007, we entered into a manufacturing license agreement with TAT
Technologies, an approved supplier of aircraft heat transfer systems for the
U.S. Armed Services, pursuant to which we subcontracted with TAT Technologies
and granted it a license to use our designs and other technical information to
manufacture and sell us heat exchangers, coolers and other components used in
heat transfer systems to be manufactured or repaired by us for the United States
government, OEMs, commercial airlines and maintenance and repair stations. The
agreement was entered into as required under U.S. government regulations and
pursuant to which the parties agreed to comply with all applicable sections of
the U.S. Department of State’s International Traffic in Arms Regulations
including consent of the Directorate of Defense Trade Control to enter into the
agreement. The agreement expires on August 31, 2016 and requires the prior
written consent of the U.S. government to transfer the licensed article to any
person or government outside of Israel or the United States.




10


Allocation
of Activity Agreement




In March
2007, we entered into a 10-year agreement with TAT Technologies pursuant to
which we allocate responsibility for all MRO services relating to heat
exchangers and product manufacturing services relating to heat exchangers and
air conditioners provided to new and existing customers of TAT Technologies or
our company.




Provided
that we purchase all the core matrices which we may need in order to provide MRO
services with respect to such customers’ heat exchange components from TAT
Technologies (except for those cores we are required to buy pursuant to our
agreement with Hamilton Sundstrand), we will perform all MRO work, except under
the following circumstances:




•
            the customer is an Israeli
      entity or authority;




•
            the
      customer of TAT Technologies demands that the work be performed by TAT
      Technologies;




•
            TAT
      Technologies is the OEM manufacturer of the heat exchanger or component
      which is the subject of the MRO services, except with respect to customers
      in North America for which we are appointed as the exclusive MRO licensee
      for the term of the allocation of activity agreement;
  or




•
            we
      are not qualified to perform the MRO services or our plants are not
      capable of performing such MRO
services.




TAT
Technologies will perform original equipment manufacturing services for heat
transfer components, except under the following circumstances:




•
            the
      customer requests that product manufacturing services be performed in the
      United States;




•
            United
      States federal or state regulations require that the product manufacturing
      services be performed within the United
States;




•
            TAT
      Technologies determines that the product manufacturing services are not
      economically suitable; or




•
            TAT
      Technologies determines that due to political or other anticipated
      long-term relations with the customer, or for any other reason, it is
      preferable that the product manufacturing services be performed by the
      Company.




The
agreement also provides that each party will grant the other a right of first
refusal regarding subcontracting the production of core matrix-related
components, subject to certain royalty payments and sales commission
arrangements.




For the
years ended December 31, 2007 and December 31, 2008, we purchased $5.0 million
and $7.2 million of parts from TAT Technologies, respectively. We intend to
continue to purchase parts from TAT Technologies.







11




Item
14. Principal Accounting Fees and Services.




Fees
Billed by Virchow, Krause & Company, LLP During Fiscal Years 2008 and
2007




Fiscal
      Year2008
                      
                      
                      2007Audit
      Fees
                      
                      $
                      312,445
                      
                      
                      $
                      365,489Audit-Related
      Fees
                      
                      $
                      37,125
                      
                      
                      $
                      27,500Tax
      Fees
                      
                      $
                      --
                      
                      
                      $
                      6,015All
      Other Fees
                      
                      $
                      --
                      
                      
                      
                      --Total
                      
                      $
                      349,570
                      
                      
                      $
                      399,004




“Audit Fees” relate to
assurance and related services for the audits of the annual financial statements
for fiscal years 2008 and 2007, the review of quarterly financial statements,
and for services that are normally provided by the auditor in connection with
statutory and regulatory filings or engagements.  In 2007, $173,124
related to services provided in connection with our initial public offering,
including the filing of our Registration Statement on Form S-1.




“Audit-Related Fees”consists
of assurance and related services that are reasonably related to the performance
of the audit of the Company’s financial statements. These services include due
diligence and various attestation services.




“Tax Fees”consists of
professional services related to tax compliance, tax advice and tax planning
services.




“All Other Fees” consists of
those services permitted to be provided by the independent registered public
accounting firm but not included in the other categories.




Pre-approval
of Services




The Audit
Committee of the Company’s Board of Directors has established a policy to
pre-approve all audit and permitted non-audit services provided by the
independent registered public accounting firm. Prior to engagement of the
accounting firm for the next year’s audit, management and the accounting firm
submit to the Audit Committee a description of the audit and permitted non-audit
services expected to be provided during that year for each of the Company’s
categories of services described above, together with a fee proposal for those
services. Prior to the engagement of the independent registered public
accounting firm, the Audit Committee considers with management and the
accounting firm and approves (or revises) both the description of audit and
permitted non-audit services proposed and the budget for those services. If
circumstances arise during the year when it becomes necessary to engage the firm
for additional services not contemplated in the original pre-approval, the Audit
Committee at its regularly scheduled meetings requires separate pre-approval
before engaging the independent registered public accounting firm. To ensure
prompt handling of unexpected matters, the committee may delegate pre-approval
authority to one or more of its members who report any pre-approval decisions to
the committee at its next scheduled meeting. The Audit Committee has considered
and is satisfied that the provision of the services provided by Virchow, Krause
& Company, LLP represented under the headings “Audit-Related Fees,” “Tax
Fees” and “All Other Fees” is compatible with maintaining the principal
accountants’ independence.




12







PART
IV.




Item
15.   Exhibits and Financial Statement Schedules




(1)          List
      of exhibits required by Item 601 of Regulation
  S-K.




Exhibit No.
              Description of Exhibit31.1
              Certification
      of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-149a) under
      the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.31.2
              Certification
      of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-149a) under
      the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32.1
              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.








13


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 29, 2009.








LIMCO-PIEDMONT
      INC./s/ Robert KochCo-Chief
      Executive Officer/s/ Udi NetiviCo-Chief
      Executive Officer










14