<PAGE>   1
         U.S. Securities and Exchange Commission, Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended October 31, 1996

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
          For the transition period from                 to

                         Commission file number 2-87778A

                      THE FLIGHT INTERNATIONAL GROUP, INC.
        (Exact name of small business issuer as specified in its charter)
          Georgia                                          58-1476225
(State or other jurisdiction of                          (I.R.S.Employer
 incorporation or organization)                         Identification No.)

     Newport News/Williamsburg International Airport, Newport News, VA 23602
                    (Address of principal executive offices)

                                 (804) 886-5500
                            Issuer's telephone number


(Former name, former address and former fiscal year, if changed since last
report)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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       No X
                                                            ---      ---
                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes X       No
                                                                 ---        ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS
         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: As of December 4, 1996, there
were 998,976 shares of the issuer's New Common Stock, par value $.01 per share,
issued and outstanding.

Transitional Small Business Disclosure Format [check one]:    Yes      No X
                                                                 ---     ---
<PAGE>   2
                                     PART 1
                              FINANCIAL INFORMATION

                     ITEM 1. CONDENSED FINANCIAL STATEMENTS

         The Flight International Group, Inc. (the "Company") files herewith
condensed consolidated balance sheets of the Company and its subsidiaries as of
October 31, 1996 (unaudited) and April 30, 1996 (the Company's most recent
fiscal year), unaudited condensed consolidated statements of operations for the
three and six months ended October 31, 1996 and 1995, and unaudited condensed
consolidated statements of cash flows for the six months ended October 31, 1996
and 1995, together with unaudited condensed notes thereto. In the opinion of
management of the Company, the financial statements reflect all adjustments, all
of which are normal recurring adjustments, necessary to fairly present the
financial condition of the Company for the interim periods presented. Operating
results for any quarter are not necessarily indicative of results for any future
period. The financial statements included in this report on Form 10-QSB should
be read in conjunction with the audited financial statements of the Company and
the notes thereto included in the annual report of the Company on Form 10-KSB
for the year ended April 30, 1996.
<PAGE>   3
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS


<TABLE>
<CAPTION>
                                               October 31, 1996    April 30 ,1996
                                                  (Unaudited)
                                               ----------------    --------------

<S>                                               <C>                <C>        
CURRENT ASSETS
  Cash                                            $   319,641        $ 1,178,779
  Accounts Receivable, net                          3,098,893          1,380,803
  Inventories                                       2,010,108          1,729,503
  Prepaid expenses, deposits and other              1,081,264            786,985
                                                  -----------        -----------

Total current assets                                6,509,906          5,076,070

PROPERTY AND EQUIPMENT, NET                         4,464,277          4,532,658

OTHER ASSETS                                           36,966             31,116
                                                  -----------        -----------


                                                  $11,011,149        $ 9,639,844
                                                  ===========        ===========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>   4
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                     October 31, 1996      April 30 ,1996
                                                        (Unaudited)
                                                     ----------------      --------------

<S>                                                    <C>                 <C>         
CURRENT LIABILITIES
  Accounts payable                                     $    678,683        $    174,286
  Deferred revenue                                          663,646             598,145
  Accrued expenses and other liabilities                  1,952,553           1,580,820
  Notes Payable                                             261,849                  --
  Long-term debt due currently                              556,608             599,533
                                                       ------------        ------------

Total current liabilities                                 4,113,339           2,952,784

OTHER NON-CURRENT LIABILITIES                             1,451,632           1,659,855

LONG-TERM DEBT, LESS CURRENT MATURITIES                   3,721,515           4,034,355
                                                       ------------        ------------

Total liabilities                                         9,286,486           8,646,994
                                                       ------------        ------------

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value, 1,000,000 shares
      authorized, 998,976 issued and outstanding              9,990               9,990
  Additional paid in capital                                988,986             988,986
  Treasury stock                                             (1,769)             (1,769)
  Retained Earnings                                         727,456              (4,357)
                                                       ------------        ------------

Total stockholders' equity                                1,724,663             992,850


                                                       $ 11,011,149        $  9,639,844
                                                       ============        ============
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>   5
THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                     For the Three Months Ended                   For the Six Months Ended
                                                October 31, 1996     October 31, 1995      October 31, 1996       October 31, 1995
                                                ----------------     ----------------      ----------------       ----------------

<S>                                                <C>                   <C>                   <C>                   <C>       
REVENUES                                           $4,321,631            $3,758,098            $9,066,457            $7,044,735

OPERATING COSTS AND EXPENSES
  Costs of services                                 3,390,007             2,673,369             6,858,107             5,024,235
  Depreciation and amortization                       155,410               220,412               300,784               425,872
  General, corporate and administrative               486,261               476,948               980,699               972,269
                                                   ----------            ----------            ----------            ----------

Total operating costs and expenses                  4,031,678             3,370,729             8,139,590             6,422,376

INCOME (LOSS) BEFORE OTHER (INCOME)                   289,953               387,369               926,867               622,359
    EXPENSES

OTHER (INCOME) EXPENSES
  Interest expense                                     98,838               151,841               194,787               313,459
  Income tax                                              267                   800                   267                 1,890
                                                   ----------            ----------            ----------            ----------

Total other expenses                                   99,105               152,641               195,054               315,349

NET INCOME (LOSS)                                  $  190,848            $  234,728            $  731,813            $  307,010
                                                   ==========            ==========            ==========            ==========


NET INCOME (LOSS) PER COMMON SHARE                 $     0.19            $     0.24            $     0.73            $     0.31
                                                   ==========            ==========            ==========            ==========

WEIGHTED AVERAGE NUMBER OF SHARES                     998,976               998,976               998,976               998,976
                                                   ==========            ==========            ==========            ==========
</TABLE>



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>   6
THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                    For the Six Months Ended
                                                             October 31, 1996        October 31, 1995
                                                             ----------------        ----------------

<S>                                                            <C>                     <C>        
OPERATING ACTIVITIES
  Net income (loss)                                            $   731,813             $   307,010
  Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating
   activities
    Depreciation and amortization                                  300,784                 425,872
    Engine reserve                                                  93,763                 123,247
    Changes in operating assets and liabilities
      Accounts receivable                                       (1,718,090)               (576,574)
      Inventories                                                 (280,605)                 44,314
      Prepaid expenses                                            (294,279)               (282,998)
      Accounts payable                                             504,397                 100,829
      Accrued expenses and other liabilities                       277,970                 (75,680)
      Deferred revenue                                            (142,722)                515,451
                                                               -----------             -----------

Net cash provided by (used in) operating activities               (526,969)                581,471

INVESTING ACTIVITIES
  Sale (Purchase) of property and equipment                       (232,403)                (75,795)
  Net (increase) decrease in other assets                           (5,850)                (37,245)
                                                               -----------             -----------

Net cash provided by (used in) investing activities               (238,253)               (113,040)

FINANCING ACTIVITIES
  Short Term Borrowing                                             261,849                       0
  Repayment of long-term debt                                     (355,765)               (502,074)
                                                               -----------             -----------

Net cash provided by (used in) financing activities                (93,916)               (502,074)

NET (DECREASE) INCREASE IN CASH AND                               (859,138)                (33,643)
  CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   1,178,779                 601,744

CASH AND CASH EQUIVALENTS, END OF PERIOD                       $   319,641             $   568,101
                                                               ===========             ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                   Interest paid                                   191,723                 314,138
                   Income taxes paid                                   267                   1,890
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



<PAGE>   7
THE FLIGHT INTERNATIONAL GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS




1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Flight International Group, Inc. (the "Company") is an aviation
         services company that performs military training services using
         specially modified commercial aircraft, principally under contracts
         with the United States Department of Defense, other government agencies
         and foreign countries. In addition, the Company has established a
         market for training and testing in the aerospace industry. The Company
         also operates a fixed base operation ("FBO") at the Newport
         News/Williamsburg International Airport.

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiaries. All significant intercompany
         transactions and balances have been eliminated.

         Net income/loss per common share is computed by dividing the net
         income/loss by the weighted average number of shares of common stock
         outstanding during the period.

2.       REORGANIZATION AND EMERGENCE FROM CHAPTER 11

         On February 4, 1994, the Company and three of its affiliates, Flight
         International, Inc. ("FII"), Flight International of Florida, Inc.
         ("FIF"), and Flight International Aviation, Inc. ("FIA") filed
         voluntary petitions in the United States Bankruptcy Court in the
         Eastern District of Virginia (the "Bankruptcy Court") for
         reorganization under Chapter 11 of the United States Bankruptcy Code
         (the "Code"). On December 8, 1994, the Bankruptcy Court entered an
         order confirming the Company's joint plan of reorganization (the
         "Plan"), and the Plan became effective on December 28, 1994 (the
         "Effective Date"). For accounting purposes, the effective date is
         deemed to be December 31, 1994.

         Pursuant to the Plan, a total of 1,000,000 shares of new common stock
         were authorized and 998,976 shares were issued. The 9,899,713 shares of
         common stock previously outstanding were canceled. The shares of new
         common stock were distributed as follows:

         (i) 510,000 shares were issued to holders of allowed general unsecured
         claims;

         (ii) 290,000 shares were issued to members of Flight's management in
         exchange for an equity investment of $290,000 in the reorganized
         company;

         (iii) 100,000 shares were issued to the Company's management as
         compensation; and
<PAGE>   8
         (iv) 98,976 were issued to shareholders of record on December 20, 1994.

         Of the 510,000 shares to be issued to holders of allowed general
         unsecured claims, approximately 51,000 shares are being held by the
         Company to satisfy remaining disputed claims of unsecured creditors. As
         of the date of filing this quarterly report, no claims remain in
         dispute. Certain resolved claims are awaiting final distribution of
         shares. The Company anticipates that a final distribution of the
         remaining shares will be completed by December 31, 1996.

3.       FRESH START ACCOUNTING

         The Company has accounted for the reorganization by using the
         principles of fresh start accounting, as required by SOP 90-7. The
         Company was required to adopt fresh start reporting because holders of
         the existing voting shares immediately prior to filing and confirmation
         of the Plan received less than 50% of the voting shares of the emerging
         entity, and its reorganization value was less than the total of its
         post-petition liabilities and allowed claims. Under the principles of
         fresh start accounting, the Company's total assets were recorded at
         their assumed reorganization value, with the reorganization value
         allocated to identifiable tangible assets on the basis of their
         estimated fair value.

         The Company's net reorganization value was determined to be
         approximately $1,000,000. The net reorganization value was based
         principally on cash infusions received for the issuance of new common
         stock and was approved by the Bankruptcy Court.

         As a result of the implementation of fresh start accounting, the
         financial statements of the Company after consummation of the plan are
         not comparable to the Company's financial statements of prior periods.

4.       INCOME TAXES

         No provision for federal income taxes has been made by the Company, as
         it has substantial Net Operating Loss carry forwards available to
         offset against current income.

5.       NOTES PAYABLE

         On October 16, 1996 the Company entered into a Factoring Agreement (the
         "Agreement") with Heller Small Business Finance, a division of Heller
         Financial, Inc. ("Heller"). The Agreement granted Heller an assignment
         of the CAS-MOS contract accounts receivable and proceeds thereon as
         collateral for a line of credit which is expected not to exceed
         $2,000,000. The term of the Agreement is two years with an option for
         FII to terminate the Agreement after one year if the Company is able to
         obtain traditional bank financing. Heller charges a discount fee of .8%
         of the invoice amount purchased and an interest rate of prime plus 1%
         until the invoice is paid. The Agreement includes a minimum fee to
         Heller, inclusive of all interest charges, of $60,000 per annum. The
         October 31, 1996 balance due Heller of $261,849 is shown in the balance
         sheet as a Notes Payable under Current Liabilities.
<PAGE>   9
                                     ITEM 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BACKGROUND AND GENERAL INFORMATION

         On February 4, 1994 (the "Petition Date"), the Company and certain of
its subsidiaries (the "Chapter 11 Entities") filed a petition for relief under
Chapter 11 of the Federal Bankruptcy Code (the "Code") in the United States
Bankruptcy Court for the Eastern District of Virginia, Newport News Division
(the "Bankruptcy Court").

         On December 28, 1994, a Joint Plan of Reorganization dated August 31,
1994, as amended, confirmed and decreed by order of the Bankruptcy Court (the
"Plan"), became effective. The Plan restructured and satisfied the claims of the
creditors of the Chapter 11 Entities and the interests of shareholders of the
Company.

         The Company accounted for the reorganization effected by the Plan
through the principles of "fresh start" accounting, as required by Statement of
Position ("SOP") 90-7, "Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code", issued by the American Institute of Certified Public
Accountants. As a result, the financial statements of the Company for the post
bankruptcy period are not comparable in all respects to the Company's financial
statements of prior periods.

         In August 1996, the Company was awarded a major government contract.
The Commercial Air Services-Military Operations Support (CAS-MOS) contract is a
derivative of the original government contract won by the Company in 1980 and
operated by the Company until September 1993. The new one year contract, which
can be extended by the government for an additional four years, began October 1,
1996. Annual revenues from this contract are anticipated to be $12 to $22
million; however, CAS-MOS replaces $4.5 million in existing business from the
Sentel and Pax River contracts, which expired September 30, 1996. Therefore, the
net increase in revenue from this contract is estimated to be $7.5 to $17.5
million, or an increase of 60% to 140% over fiscal year 1996 actual revenue, and
is expected to constitute a substantial portion of the Company's revenues. The
large range of revenues from this contract is a result of options available to
the United States Navy. The Company does not anticipate any significant problems
in obtaining the resources necessary to service this contract, although there
can be no assurance thereof. Similarly, there can be no assurance that the
Government will exercise its options on the CAS-MOS contract.


RESULTS OF OPERATIONS

         Revenues

         Total revenues for the three months ended October 31, 1996 and 1995
were $4,321,631 and $3,758,098, respectively. For the six months ended October
31, 1996 and 1995, total revenues were $9,066,457 and $7,044,735, respectively.
<PAGE>   10
         The 15% increase in revenue for the three months ended October 31, 1996
over the comparable prior year period is primarily a result of the first month
of operations under the new CAS-MOS contract. Revenue increased 29% for the six
months ended October 31, 1996, due principally to customer aircraft
modifications completed in the first quarter, and the start of the CAS-MOS
contract in October, 1996.

         Cost of Services

         Cost of services for the three months ended October 31, 1996 and 1995
were $3,390,007 and $2,673,369, respectively. For the six months ended October
31, 1996 and 1995, the cost of services was $6,858,105 and $5,024,236,
respectively.

         The 27% increase for the three months and the 37% increase for the six
months are principally due to the increased revenue as mentioned above. Aircraft
leasing costs also increased for both periods due to the sale and subsequent
lease back of three planes in April 1996. The leasing cost is offset by
decreases in depreciation and interest as discussed below.

         Depreciation and Amortization

         Depreciation and amortization for the three months ended October 31,
1996 and 1995 were $155,410 and $220,412, respectively. For the six months ended
October 31, 1996 and 1995, depreciation and amortization were $300,784 and
$425,872, respectively. The 29% decrease in depreciation for both the three and
six months ended October 31, 1996 over the comparable prior year period is a
result of the sale and subsequent lease back of three planes with a total cost
basis of approximately $2,694,000 in April 1996.

         General Corporate and Administrative

         General corporate and administrative expenses for the three months
ended October 31, 1996 and 1995 were $486,261 and $476,948, respectively. For
the six months ended October 31, 1996 and 1995, general corporate and
administrative expenses were $980,699 and $972,269, respectively. Management
believes that the relative stability of these expenses indicates the Company's
success during this year in containing overhead costs in spite of increasing
revenues.

         Interest

         Interest expense for the three months ended October 31, 1996 and 1995
was $98,838 and $151,841, respectively. For the six months ended October 31,
1996 and 1995, interest expense was $194,787 and $313,459, respectively. The 35%
and 38% decreases in interest expense for the three and six month periods ended
October 31, 1996 over the comparable prior year periods is principally due to
the sale and subsequent lease back of three planes and the related payoff of
approximately $2,164,000 in long term debt in April 1996.
<PAGE>   11
         Net Income (Loss)

         As a result of the foregoing, the Company's net income for the three
months ended October 31, 1996 was $190,848, or $.19 per share of the Company's
common stock, compared with net income of $234,728, or $.24 per share for the
three months ended October 31, 1995. For the six months ended October 1996, the
Company's net income was $731,813, or $.73 per share, compared to $307,010 or
$.31 per share for the six months ended October 31, 1995. The weighted average
number of shares used in computing per share earnings for all periods was
998,976.

         Liquidity and Capital Resources

         The Company has funded its operations primarily through cash flow from
operations, bank indebtedness and a sale-leaseback of certain aircraft effected
in April 1996. The Company's operating activities used cash of $526,969 for the
six months ended October 31, 1996, while providing $581,471 in the comparable
prior year period. The decrease in cash provided by operating activities is
primarily due to an increase in accounts receivable of approximately $1,700,000.
Accounts payable increased $504,397, primarily due to increased cost to service
new contracts. Overall, the decrease in cash for the six months ended October
31, 1996 is due to the increase in accounts receivable, deposits and other costs
needed to start up the new business the Company has experienced since the start
of this fiscal year.

         On October 16, 1996 the Company entered into a Factoring Agreement (the
"Agreement") with Heller Small Business Finance, a division of Heller Financial,
Inc. ("Heller"). The Agreement granted Heller an assignment of the CAS-MOS
contract accounts receivable and proceeds thereon as collateral for a line of
credit which is expected not to exceed $2,000,000. The term of the Agreement is
two years with an option for FII to terminate the Agreement after one year if
the Company is able to obtain traditional bank financing. Heller charges a
discount fee of .8% of the invoice amount purchased and an interest rate of
prime plus 1% until the invoice is paid. The Agreement includes a minimum fee to
Heller, inclusive of all interest charges, of $60,000 per annum. The October 31,
1996 balance due Heller of $261,849 is shown in the balance sheet as a Notes
Payable under Current Liabilities.

         The Company operates in a capital intensive industry. Typically, major
costs are incurred in connection with the initiation of a new contract. These
costs can be reduced through leasing arrangements and advance payments from
customers, if these are obtainable. The Company believes that it will be able to
arrange through available means the financing of these initial contract costs
when necessary, although no assurance can be given.
<PAGE>   12
                           PART II - OTHER INFORMATION


Item 1.         Legal Proceedings. To the best knowledge of the officers and
                directors, neither the Company nor any of its officers and
                directors are party to any legal proceeding or litigation. The
                officers and directors know of no such litigation being
                threatened or contemplated.


Item 2.         Changes in Securities.  None.


Item 3.         Defaults Upon Senior Securities.  None.


Item 4.         Submission of Matters to a Vote of Security Holders.  None.


Item 5.         Other Information.  None.


Item 6.         (a) Exhibits.

                Exhibit Number and Description

                10.1  Agreement between Heller and FII

                27.1  Financial Data Schedule

                (b) Reports on Form 8-K.  None.
<PAGE>   13
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


Dated:  December 10, 1996                THE FLIGHT INTERNATIONAL GROUP, INC.


                                         By: /s/ David E. Sandlin
                                             --------------------------------
                                             David E. Sandlin
                                             Principal Executive Officer

                                         By: /s/ Wayne M. Richmon
                                             --------------------------------
                                             Wayne M. Richmon
                                             Principal Financial Officer
<PAGE>   14
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
  Exhibit
  Number                            Description                                         Page
  -------                           -----------                                         ----

<S>                                 <C>                                                <C>             
  10.1                              Agreement between Heller and FII

  27                                Financial Data Schedule
</TABLE>