SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM 10-K

           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the fiscal year ended SEPTEMBER 30, 1998

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                        Commission file number: 0-6867

                     LYNTON GROUP, INC.
            (Exact name of Registrant as specified in its charter)

DELAWARE                                            13-2688055
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification Number)

9 AIRPORT ROAD
MORRISTOWN MUNICIPAL AIRPORT                        07960
MORRISTOWN, NEW JERSEY                             (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code: (973) 292-9000

       Securities registered pursuant to Section 12(b) of the Act: NONE
          Securities registered pursuant to Section 12(g) of the Act:
                        COMMON STOCK  ($.30 PAR VALUE)

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    X           No

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. [   ]

As of December 31, 1998, the aggregate market value of the Common Stock held by
non-affiliates of the Registrant (1,075,486  shares) was approximately $268,872
(based upon the average bid and asked prices of  such  stock  on  December  15,
1998,  the  most  recent  date on which bid and ask prices were available). The
number of shares outstanding  of  the  Common  Stock  ($.30  par  value) of the
Registrant as of the close of business on January 12, 1999 was 6,394,872.

                      DOCUMENTS INCORPORATED BY REFERENCE



<PAGE>
                                    PART I

ITEM 1. BUSINESS

(a)  General Development of Business

Unless  otherwise indicated by the context, the terms "Company" or "Registrant"
refer to Lynton Group, Inc. and its consolidated subsidiaries.

The Company,  operating  from  its  primary  bases  in  the New York and London
metropolitan regions, performs aviation sales and services for an international
list  of customers.  Services provided by the Company include  the  management,
charter,  maintenance,  hangarage  and  refueling  of corporate helicopters and
fixed  wing  aircraft.  In  addition,  the Company's sales  operations  perform
aircraft  sales  and  brokerage  services  to   customers  located  in  markets
throughout the world.

This report contains certain forward-looking statements that are based upon the
beliefs and assumptions of, and information available to, the management of the
Company at the time such statements are made. In  addition,  other  written  or
oral  statements  which constitute forward-looking statements may be made by or
on behalf of the Company.  Words  such  as "expects", "anticipates", "intends",
"plans", "believes", "seeks", "estimates",  or  variations  of  such  words and
similar  expressions  are intended to identify such forward-looking statements.
The statements are not  guarantees  of  future  performance and involve certain
risks,   uncertainties  and  assumptions  which  are  difficult   to   predict.
Therefore,  actual  outcomes  and  results  may  differ materially from what is
expressed  or  forecasted  in  such  forward-looking statements.   The  Company
undertakes  no obligation to update publicly  any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

Lynton Group,  Inc.  was  incorporated  in the State of Delaware in August 1971
under the name of Decair Corporation.  In  June  1989,  the Company changed its
name  to  Lynton  Group,  Inc.   Prior  to  May 1989, the Company's  operations
consisted  primarily  of  performing  helicopter  maintenance,  management  and
charter services through its subsidiaries  Ramapo Helicopters, Inc. ("Ramapo"),
now  known  as  Lynton  Aircraft Maintenance Services,  Inc.  (and  hereinafter
referred to as "Lynton Maintenance") and Rockland Aviation, Inc. (later renamed
Lynton Aviation Charter,  Inc.  ("Lynton  Aviation  Charter")  and now known as
LynStar Aviation, Inc. ("LynStar")).

In May 1989, the Company acquired (the "Limited Acquisition") all of the issued
and outstanding shares of Lynton Group Limited, a company organized  under  the
laws  of England ("Limited").  Limited, a London based company founded in 1984,
is currently  a  holding company with four wholly owned operating subsidiaries.
Two of such subsidiaries  are  Lynton  Aviation Limited ("Aviation Limited"), a
wholly-owned subsidiary at the time of the  Limited  Acquisition,  and European
Helicopters  Limited ("EHL"), a 40% owned affiliate at the time of the  Limited
Acquisition, each  a  company  organized  under the laws of England.  In August
1990, the Company acquired (the "EHL Acquisition")  the  remaining  60%  of the
capital  stock  of  EHL.   Aviation  Limited is primarily involved in the sale,
management and charter of corporate helicopters  and  fixed wing aircraft while
EHL is primarily involved in the rebuilding, sale and maintenance  of corporate
helicopters.   See  below  for information on Limited's other two wholly  owned
subsidiaries, Magec Aviation Limited ("Magec") and Air Hanson Limited, acquired
in December 1997 and September 1998, respectively.

Simultaneous with the consummation of the EHL Acquisition,  Lynton  Jet  Centre,
Inc. ("Lynton Jet"), a wholly-owned subsidiary  of  the  Company incorporated in
April 1990 under the laws of the State of New Jersey, acquired substantially all
of the assets of  the Linpro Jet Centre (the "Jet Centre"), including its ground
lease  on a hangar  facility  located  at  the  Morristown  Municipal  Airport,
Morristown,  New  Jersey  (the  "Jet Centre Acquisition").  The Jet Centre is a
fixed base operation of approximately  132,000 square feet of hangar and office
space, and provides hangarage and refueling  services  to corporate helicopters
and  fixed  wing aircraft at the Morristown Municipal Airport.   Following  the
acquisition, the Jet Centre was renamed the Lynton Jet Centre.

In August 1990,  the  Company  incorporated  a  wholly-owned subsidiary, Lynton
Aviation,  Inc., a New Jersey corporation ("Lynton  Aviation"),  and  in  April
1992, incorporated a wholly-owned subsidiary, Lynton Aviation Services, Inc., a
New Jersey corporation  ("Lynton  Services"),  to  provide aviation charter and
management  services and corporate aircraft sales services  through  operations
based at the Lynton Jet.

In July 1992,  the  Company  sold  its  interest  in Lynton Aviation Charter to
LynStar Holdings, Inc., a New Jersey corporation which  is  20%  owned  by  the
Company  and  formed for the purpose of effecting the acquisition of all of the
shares of capital  stock  of  Lynton Aviation Charter.  Thereafter, and also in
July 1992, Lynton Aviation Charter changed its name to LynStar Aviation, Inc.

In January 1994, the Company acquired (the "Dollar Air Acquisition") all of the
issued  and  outstanding shares of  Dollar  Air  Services  Limited,  a  company
organized under  the  laws of England ("Dollar Air"). At the time of the Dollar
Air  Acquisition, Dollar  Air  owned  a  75%  equity  interest  in  Black  Isle
Helicopters  Limited,  a  company  organized under the laws of Scotland ("Black
Isle"). In September 1994, the remaining  25% of Black Isle's capital stock was
acquired by the Company.

In March 1994, the Company incorporated Lynton  Properties,  Inc., a New Jersey
corporation  and  a  special  purpose  wholly  owned  subsidiary of Lynton  Jet
("Lynton  Properties"),  in  order  to  effect  a leasehold mortgage  financing
transaction.

In  August  1995,  substantially all the business, assets  and  liabilities  of
Dollar Air and Black  Isle  were  transferred  to  a  newly formed company, PLM
Dollar Group Limited ("PDG"), a company organized under  the  laws of Scotland,
in  exchange  for  50%  of  the capital stock of PDG. Simultaneously  with  the
consummation of the transaction,  substantially all of the business, assets and
liabilities of P.L.M. Helicopters Limited  ("PLM")  were transferred to PDG and
the shareholders of PLM were issued the remaining 50%  of  the capital stock of
PDG. PDG operates a fleet of helicopters from bases primarily  in  Scotland and
England,  and  provides helicopter support services for industrial and  utility
applications in  the United Kingdom.  In October 1997, the Company sold its 50%
share of the capital  stock  in  PDG  to the remaining 50% shareholders of PDG.
All monies due and payable as a result  of  the  sale have been received by the
Company.

In fiscal 1997, the Company agreed to dissolve Lynton  Aviation  which had been
in  the  business  of  providing aviation management services to HM Industries,
Inc., an affiliate of HM  Holdings,  Inc.   Such  services  terminated with the
completion of the Debt Discharge Transaction in November 1996.

In  July  1997, the Company incorporated Lynton Aircraft Maintenance  Services,
Inc.,  a  New   Jersey   corporation   ("Lynton   Maintenance"),  in  order  to
reincorporate Ramapo in the State of New Jersey (from  the  State  of New York)
and  change its name to Lynton Maintenance.  Such was effected in October  1998
pursuant  to a merger of Ramapo into Lynton Maintenance with Lynton Maintenance
being the surviving entity.

In  December   1997,   the   Company   acquired  through  Limited  (the  "Magec
Acquisition")  all  of  the issued and outstanding  shares  of  Magec  Aviation
Limited,  a company organized  under  the  laws  of  England  ("Magec").  Magec
provides hangarage and refueling, charter, management, and maintenance services
for corporate  aircraft from its own exclusive terminal at London Luton Airport
located in the London, England metropolitan area.

In February 1998, the Company acquired through Lynton Jet, substantially all of
the assets of Jet  Systems (the "Jet Systems Acquisition") including its ground
lease on a hangar facility located at Morristown Municipal Airport, Morristown,
New Jersey in order  to  supplement its then existing Jet Centre facility.  Jet
Systems provides hangarage and refueling services for corporate aircraft.

In  September 1998, the Company  acquired  through  Limited  (the  "Air  Hanson
Acquisition") all of the issued and outstanding shares of Air Hanson Limited, a
company  organized  under  the  laws of England.  At the time of the Air Hanson
Acquisition, Air Hanson Limited owned  Air  Hanson  Engineering  Limited  ("Air
Hanson Engineering") and Air Hanson Aircraft Sales Limited ("Air Hanson Sales")
both companies organized under the laws of England.  Unless otherwise indicated
by  the context, the term "Air Hanson" refers to Air Hanson Limited, Air Hanson
Engineering  and Air Hanson Sales. Air Hanson is based at Blackbushe Airport in
the United Kingdom  where it occupies a facility of approximately 60,000 square
feet and is principally  engaged  in  the  provision  of the maintenance, sale,
charter and management of corporate turbine helicopters  and  light  fixed wing
aircraft.

(b) Financial Information About Industry Segments

The  Company  primarily  operates  in  one industry segment, i.e. aviation  and
aviation related services.

(c) Narrative Description of Business

FLIGHT OPERATIONS

In the United Kingdom, the Company, through  Aviation  Limited,  Magec  and Air
Hanson, performs charter and management services for corporate helicopters  and
fixed wing aircraft.  A typical management contract will require the Company to
staff an aircraft with a crew and arrange for maintenance of the aircraft for a
management fee.  The Company in turn charters the aircraft to outside customers
and  pays  to  the owner of the aircraft a percentage of the revenues received.
Contracts for management  and  general services may be canceled on a short-term
basis. Management believes that  the  loss of any single management contract or
charter customer in the United Kingdom  would not have a material effect on the
Company.

In the United States, the Company performs aircraft management services through
its subsidiaries Lynton Jet  and Lynton Services.

MAINTENANCE OPERATIONS

The  Company  operates  3  helicopter  maintenance   facilities   through   its
subsidiaries   EHL,   located   in   Denham,  Middlesex,  England;  Air  Hanson
Engineering,  located at Blackbushe Airport  England  and  Lynton  Maintenance,
located at the  Morristown  Municipal  Airport,  Morristown,  New  Jersey.  The
principal  maintenance  activities  consist  of  routine  and  major helicopter
maintenance,  component overhaul, and aircraft parts sales.  The  Company  also
operates one fixed  wing  maintenance  facility  through  its subsidiary Magec,
located at London Luton Airport, England.

EHL and Air Hanson Engineering are two of a limited number of facilities in the
United  Kingdom licensed by the Civil Aviation Authority ("CAA")  as  a  Repair
Station entitled to maintain, overhaul and repair helicopters.  The maintenance
operations   are   based  in  part  on  certificates  from  certain  helicopter
manufacturers. These certificates are of indefinite duration but are subject to
cancellation, suspension  or  revocation  if, in the case of the manufacturer's
certificate,  EHL  or Air Hanson Engineering   fails  to  provide  satisfactory
maintenance facilities  and  levels  of  service  or,  in  the  case of the CAA
certificate,  EHL  or  Air Hanson Engineering fails to meet Joint Airworthiness
Requirements as mandated by the Joint Airworthiness Authorities of the European
Community  and administered  by  the  CAA.   EHL  and  Air  Hanson  Engineering
currently meet  all  requirements  for  both  the  CAA  and  the manufacturer's
certificates.   Management  believes  that  the  loss  of any of the  foregoing
certificates or licenses could have a material effect on the Company.

Magec is one of a number of facilities in the United Kingdom  licensed  by  the
CAA as a repair station entitled to repair fixed wing aircraft. The maintenance
operations   are   based   in   part  on  certificates  from  certain  aircraft
manufacturers. These certificates are of indefinite duration but are subject to
cancellation, suspension or revocation  if,  in  the case of the manufacturer's
certificate,  Magec  fails to provide satisfactory maintenance  facilities  and
levels of service or,  in  the case of the CAA certificate, Magec fails to meet
Joint  Airworthiness  Requirements  as  mandated  by  the  Joint  Airworthiness
Authorities of the European  Community  and  administered  by  the  CAA.  Magec
currently  meet  all  requirements  for  both  the  CAA  and the manufacturer's
certificates.   Management  believes  that  the  loss of any of  the  foregoing
certificates or licenses could have a material effect on the Company



<PAGE>

Lynton Maintenance is one of numerous facilities in  the United States licensed
by the Federal Aviation Administration ("FAA") as a Repair  Station entitled to
maintain, overhaul and repair all helicopter models with a gross  weight  under
12,500  pounds.   Lynton  Maintenance is also one of numerous facilities in the
United States licensed by the  FAA as a Repair Station entitled to maintain and
repair  all  fixed wing King-Air models  manufactured  by  Beechcraft.   Lynton
Maintenance's  maintenance operation is based in part on certificates from Bell
Helicopter/Textron for the 206 and 222 Series helicopters and certificates from
American  Eurocopter   Corporation  for  the  AS350,  AS355  and  AS365  Series
helicopters.  These certificates  are of indefinite duration but are subject to
cancellation, suspension or revocation  if,  in  the case of the manufacturers'
certificate,  Lynton  Maintenance  fails  to  provide satisfactory  maintenance
facilities and levels of service or, in the case of the FAA certificate, Lynton
Maintenance fails to meet FAA maintenance and employment  requirements.  Lynton
Maintenance   currently   meets   all   requirements  for  both  the  FAA   and
manufacturers' certificates.  Management  believes  that the loss of any of the
foregoing certificates, licenses or any single maintenance  customer  would not
have a material effect on the Company.

AIRCRAFT SALES OPERATIONS

The  Company,  through  both its United States and United Kingdom subsidiaries,
performs sales and brokerage  services  related  to  the  purchase  and sale of
corporate helicopters and fixed wing aircraft between owners and buyers of such
aircraft  located  throughout the world.  The Company will generally receive  a
fixed commission or  a  percentage  of the amount of such transactions from the
buyer and/or seller of the aircraft.   The  Company also purchases aircraft for
resale in instances where it believes the aircraft  may  be resold at a profit.
For  aircraft sales transactions in which the Company acts  as  principal,  the
Company records the full sales price of the aircraft as revenue and the cost of
the aircraft  as  a charge to direct costs, resulting in a relatively low gross
margin percentage.   In  other  transactions, the Company may act strictly as a
broker and record as revenue only  the commissions on these sales transactions,
generating  a  relatively  high  gross margin  percentage.   Consequently,  the
performance  of these operations can  best  be  gauged  by  the  gross  margins
achieved for each period.  Gross margins generated by aircraft sales operations
can have a material  impact  on  the  operating results of the Company and have
historically varied significantly from period to period.  The level of aircraft
sales transactions is, to a significant  degree, reflective of overall economic
conditions.

FIXED BASE OPERATIONS

The  Company  through  Lynton Jet and Lynton  Properties,  is  engaged  in  the
operation of aviation fixed  base operation ("FBO") at the Morristown Municipal
Airport, Morristown, New Jersey.   Services performed at the FBO consist of the
hangarage and refueling of aircraft  operated  primarily  by  corporate  flight
departments  located  in the New York/New Jersey metropolitan area, as well  as
refueling of transient  customers  stopping  at  the  airport.   The  facility,
including the facility acquired in the Jet Systems Acquisition, has 40  tenants
of  which 20 have  non-cancelable operating leases with terms remaining ranging
from  one  to  eleven  years.   The  remaining tenants rent on a month to month
basis.  The loss of either of the largest two tenants (with leases which expire
in  February 2006 and June 1999 for the  largest  and  second  largest  tenant,
respectively) could have a material effect on the Company.




<PAGE>

As a  result  of  the Magec Acquisition completed in December 1997, the Company
now operates an additional  FBO  at London Luton Airport located in the London,
England metropolitan area.  Services  performed  at  the  FBO  consist  of  the
hangarage  and refueling of aircraft operated from London Luton Airport as well
as providing  handling  and  refueling  services to transient customers passing
through the airport.  The facility has tenants  on  terms which vary from month
to month to periods of up to one year.

COMPETITION

The Company generally experiences significant competition  in  all areas of its
business  from  a  number  of  domestic  and  international  competitors.   The
acquisitions during fiscal 1998 have had the effect of reducing  competition in
certain areas of the Company's business.

The Company competes both in the United States and United Kingdom with numerous
other  organizations which perform similar services related to the  management,
charter,  and  sales  of corporate helicopters and fixed wing aircraft, some of
which are larger than the  Company  in  terms  of  the number of aircraft under
management and some of which have greater financial resources than those of the
Company.  The effect of this competition has been reduced  to  a certain degree
due  to  the Air Hanson Acquisition, which was a company previously  in  direct
competition  to  Aviation  Limited  in  the United Kingdom.  Competition in the
industry is principally affected by quality  of service and price.  The Company
has,  in  the  opinion of management, maintained  a  reputation  for  excellent
service in the management,  charter,  and  sales  of  aircraft and has remained
price competitive for the comparative level of service.

The Company's maintenance operations in the United States  and  United  Kingdom
each   compete  with  several  other  maintenance  organizations  within  their
geographic   regions,   ranging  from  small  sole  proprietorships  to  larger
facilities, several of which  are  as large or larger than the Company in terms
of the number of helicopters under maintenance,  several  of which have greater
financial resources than those of the Company, and most of  which  compete with
the Company in its major services.  Competition has been reduced to some degree
by  the Air Hanson Acquisition which resulted in the acquisition of Air  Hanson
Engineering  which  was  previously a direct competitor for certain maintenance
services  to  EHL  in  the United  Kingdom.   In  addition,  the  manufacturers
themselves and certain corporate  aircraft owners operate their own maintenance
facilities.  Competition in the industry  is  principally  based upon price and
the  quality  of  the  services  provided.   The  Company  has  remained  price
competitive  and  in  the  opinion of management has historically maintained  a
reputation for excellence in its maintenance work.

As a result of the Jet Systems  Acquisition, the Company's FBO operation in the
United  States  is  the only FBO currently  at  Morristown  Municipal  Airport,
Morristown, New Jersey,  but  competes  with  numerous  other  FBO's located at
several   airports   within   the  New  York/New  Jersey  metropolitan  region.
Competition consists primarily  of  obtaining  tenants  for  the  facility  and
attracting  transient  customers  to  use the facility primarily for refueling.
Many of the Company's competitors are as  large  or larger than the Company and
several  have  financial  resources  as  great  or greater  than  the  Company.
Competition in the industry is principally based  upon price and the quality of
accommodation  and  service at the facility.  The Company  has  remained  price
competitive with the  other  FBO's  in  the  area  and  has,  in the opinion of
management, maintained a level of accommodation and service that  is as good or
better than its competitors.



<PAGE>

BACKLOG

The  Company, through Aviation Limited and EHL, have entered into contracts  to
provide  certain aviation support services to customers.  Such contracts expire
at various  dates  in  fiscal  1999  and  have provisions which allow for early
termination on a short-term basis.

A portion of  Lynton Jet's and Lynton Properties' operating revenue is obtained
from  tenants  through  rental  payments  provided   for  under  non-cancelable
operating leases.  The leases typically provide for guaranteed  minimum rentals
and other charges to cover certain operating costs in excess of base amounts.

The  following  is  a  schedule  of  minimum  future  rentals on non-cancelable
operating leases, including the lease agreement with Hanson North America, Inc.
and Millennium America Holdings, Inc. as of September 30,  1998  (thousands  of
dollars):

<TABLE>
<S>                              <C>
1999                              $3,028
2000                               1,954
2001                               1,824
2002                               1,386
2003                               1,386
Thereafter                         1,732
Total                            $11,310
</TABLE>

GOVERNMENT REGULATION

The  Company is subject to the jurisdiction of the FAA in the United States and
the CAA  in the United Kingdom related to its authorization to operate aircraft
maintenance  facilities  and to operate as an air carrier.  No assurance can be
given that the authorizations mentioned above will be maintained in the future.
Management believes that the  loss  of the above mentioned authorization in the
United States would not have a material effect on the Company while the loss of
any of the United Kingdom authorizations  could  have  a material effect on the
Company.

HAZARDS AND INSURANCE

The  operation  of helicopters and fixed wing aircraft involves  a  substantial
level of risk.  Hazards  such  as  aircraft  accidents, collisions and fire are
inherent in the providing of aviation services  and  may  result  in  losses of
life, equipment and revenues.

The  Company  maintains  insurance  of types customary to the aviation services
industry and in amounts deemed adequate  by  the Company to protect the Company
and  its  property.   These  policies  include  aircraft   liability,  aviation
spares/equipment,   all   risks,  hull,  products  liability,  hangar   keepers
liability, property and casualty,  automobile  and  workers' compensation.  The
Company has not experienced significant difficulty in  obtaining  insurance and
has  not  incurred  any  insured losses in excess of its property and liability
coverage.  While the Company  believes  that its insurance coverage is adequate
for its operations, there can be no assurance  that  such insurance coverage is
now, or will be, adequate to cover any claims to which  it  may  be  subject or
that  such  levels  of  insurance  may  be  obtained at comparable rates in the
future.



<PAGE>

ENVIRONMENTAL MATTERS

The Company's operations are subject to numerous  laws and regulations designed
to protect the environment.  The Company believes that  it is in compliance, in
all  material  respects, with applicable environmental requirements.   Although
future environmental  obligations are not expected to have a material impact on
the consolidated results  of  operations or the consolidated financial position
of the Company, there can be no  assurance  that future developments, including
increasingly  stringent environmental laws or  enforcement  thereof,  will  not
cause the Company to incur material environmental liabilities or costs.

PERSONNEL

In addition to  its  principal officers, the Company, as of September 30, 1998,
has approximately 75 employees  in  the  United  States  and  approximately 250
employees  in  the United Kingdom, consisting principally of managers,  pilots,
mechanics, aviation  services  personnel and administrative staff and which are
primarily employed on a full-time basis.

ITEM 2. PROPERTIES

The Company operates the Lynton   Jet  business  primarily out of the Company's
hangar/office  facility  of approximately 132,000 square  feet,  owned  by  the
Company, located at the Morristown  Municipal  Airport, Morristown, New Jersey,
on a site leased pursuant to a ground lease with  an  initial  term expiring on
December  31,  2010 and with options to extend the term of the lease  for  five
additional terms  of  five years each.  The rental payments due under the lease
are generally based upon increases in the consumer price index through the year
2020 and based upon fair  market  value  thereafter.  The Company maintains its
executive offices at the Jet Centre facility.   As  a result of the Jet Systems
Acquisition completed in February 1998, Lynton  Jet also  operates  out  of  an
additional  hangar/office  facility  of  approximately 53,000 square feet, on a
site  leased  pursuant  to a ground lease with  an  initial  term  expiring  on
December 31, 1999.  Although  there can be no assurance, it is anticipated that
during 1999 Lynton Jet will enter into a new ground lease for  a  period  of 25
years on this site.    

The Company leases an additional facility  of  approximately 36,000 square feet
at the Morristown Municipal Airport, Morristown,  New  Jersey,  with an initial
term  that  expired on May 31, 1998, with an option to renew for an  additional
three years.   The  Company  exercised  its option to renew for such additional
three  years,  expiring  May  31,  2001.   Lynton   Maintenance   conducts  its
maintenance  operation from this facility, in addition to providing  additional
FBO facilities.

The Company operates  Aviation  Limited  and  EHL  principally  out of a hangar
facility  of  approximately  20,000  square  feet located in Denham, Middlesex,
which is located outside of London.  The hangar  is owned by the Company and is
located on a site leased pursuant to a ground lease, which expires in 2012.  In
addition,  the  Company  leases  on  a  month-to-month basis  office  space  of
approximately 2,000 square feet from a company,  which  is  wholly-owned by the
Company's Chief Executive Officer.

The Company, as a result of the Magec Acquisition completed in  December  1997,
now  operates  an  additional  FBO  out  of  hangar  and  office  facilities of
approximately  65,000  square  feet,  at  London  Luton Airport located in  the
London,  England metropolitan area.  Magec leases the  facilities  from  London
Luton Airport  pursuant to lease agreements which expire in 2035 and 2045.  The
rental payments  due under the leases are generally based upon increases in the
consumer price index,  the  next  such  reviews being December 2003 and January
2000.

The Company, as a result of the Air Hanson  Acquisition  completed in September
1998, now operates out of hangar and office facilities of  approximately 60,000
square feet at Blackbushe Airport pursuant to a lease agreement  which  expires
in 2001.

Management  believes that the current facilities are sufficient to operate  the
Company's business at its current level.



<PAGE>

ITEM 3. LEGAL PROCEEDINGS

Dollar Air is  a  defendant in an action pending in the United Kingdom relating
to certain actions  taken  by  Dollar  Air  in  connection with its acting as a
broker in the sale of a certain helicopter at a time  when Dollar Air was owned
by  the  Company.   In  such action, the plaintiff is seeking  damages  in  the
approximate amount of 170,000 Pounds Sterling (approximately $250,000).  Dollar
Air has denied the allegations therein and the Company has defended and intends
to continue to defend this matter vigorously.  While the Company cannot predict
the outcome of such litigation,  it  does  not  expect,  based  upon  advice of
counsel,  that  damages,  if  any,  will  be  awarded  to  the  full  extent of
plaintiff's claim.

Other  than  the foregoing, there are no material pending legal proceedings  to
which the Company is a party or to which any of its property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security holders.  See Part II, Item 7 for information
or actions proposed to be submitted to stockholders during fiscal 1999.



<PAGE>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The Company's  Common Stock is traded in the over-the-counter market and is
quoted in the "pink  sheets" promulgated by the National Quotation Bureau, Inc.
and is qualified for listing on the OTC Bulletin Board under the symbol "LYNG".
Until October 20, 1995,  the  Company's  Common  Stock was listed on the Nasdaq
Small-Cap  Market.   Trading  in  the Company's stock  has  been  sporadic  and
relatively inactive since October 20, 1995.

The following chart sets forth the range of the high and low bid quotations for
the Company's Common Stock for each  period indicated. The quotations represent
prices  between  dealers  and  do  not  include   retail   markups,  markdowns,
commissions or other adjustments and may not represent actual transactions.
BID PRICES
PERIOD                                      HIGH          LOW
Fiscal year ended September 30, 1998:
Oct. 1, 1997 to Dec. 31, 1997              1-3/4          3/4
Jan. 1, 1998 to Mar. 31, 1998                1/2          1/2
Apr. 1, 1998 to Jun. 30, 1998                1/2          1/2
Jul. 1, 1998 to Sept. 30, 1998              9/16          1/2

Fiscal year ended September 30, 1997:
Oct. 1, 1996 to Dec. 31, 1996                1/8          1/8
Jan. 1, 1997 to March 31,1997                1/8          1/8
April l, 1997 to June 30, 1997               1/8          1/8
July 1, 1997 to Sept. 30, 1997               7/8          1/8


(b) As of December 31, 1998, there were approximately 525 record holders of the
Company's Common Stock.

(c) The Company has never declared any cash dividends on its  Common  Stock and
does not anticipate declaring cash dividends in the foreseeable future.



<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

            The following table sets forth selected consolidated financial data
of  the  Company for the periods indicated. The selected consolidated financial
data for and as of the end of the years in the five-year period ended September
30, 1998 are derived from the Consolidated Financial Statements of the Company.
The  information   set   forth   below  should  be  read  in  conjunction  with
"Management's Discussion and Analysis  of  Financial  Condition  and Results of
Operations"  and  the  Consolidated  Financial  Statements  and notes appearing
elsewhere in this report.


               SELECTED FINANCIAL DATA
              (000'S EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
                                     Fiscal year ended September 30:
                                1998      1997      1996      1995      1994
<S>                          <C>       <C>       <C>       <C>       <C>
Net Revenues                  $46,926   $25,585   $22,786   $27,221   $27,361
Net income (loss) before
 extraordinary item               126     1,046       119    (2,320)   (1,231)
Extraordinary item - gain
 (loss) related to early
 extinguishment of debt             -        47       287         -      (166)
Net income (loss)                 126     1,092       406    (2,320)   (1,397)
Net income (loss) per share
 before extraordinary item        .02       .16       .06     (1.30)     (.72)
Extraordinary item                  -       .01       .15         -      (.09)
Net income (loss) per common
 share (1) - Basic                .02       .17       .21     (1.30)     (.81)
           - Diluted              .02       .17       .21     (1.30)     (.81)


BALANCE SHEET DATA
 SEPTEMBER 30,                  1998      1997      1996      1995      1994
Working capital (deficit)      (1,647)   (1,051)   (2,159)   (2,748)   (3,790)
Total assets                   65,083    26,223    24,373    23,912    31,725
Long term debt, net of
 current portion               35,794    13,529    12,873    17,411    18,332
</TABLE>

(1) Adjusted for the one-for-six reverse stock split effected in June 1994.



<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

Pursuant  to  a  Share Sale and Purchase Agreement dated December 5, 1997 among
the Company, Limited, and The General Electric Company p.l.c., the owner of all
the shares of capital  stock  of Magec, the Company through Limited acquired on
December 23, 1997 all of the issued  and outstanding shares of capital stock of
Magec.  The purchase price for Magec was  17,000,000  Pounds Sterling (equal to
approximately $28,288,000) paid in cash (see Liquidity  and  Capital  Resources
for  details  of  financing)  and  has been accounted for as a purchase.  Magec
operates from hangars, workshops and  office facilities of approximately 65,000
square feet at London Luton Airport, England.   Magec  provides a full range of
services  for  users  of corporate aircraft including refueling  and  handling,
charter,  engineering,  management   and  maintenance  services  for  corporate
aircraft.   The acquisition more than doubled  the  total  asset  base  of  the
Company since September 30, 1997.  The purpose of the acquisition is to enhance
the long-term  earnings  ability  of the Company by enlarging the asset base of
the UK operations.  The acquisition  has  resulted  in  the  expansion  of  the
Company's  fixed  wing aviation capability as well as providing a complementary
facility to the fixed  base  operation  at  Morristown  Municipal  Airport, New
Jersey.


On February 27, 1998 the Company, through Lynton Jet acquired for $1,864,000 in
cash (including acquisition costs) substantially all the assets of Jet Systems,
including  its  ground  lease  on  a  hangar  facility,  located  at Morristown
Municipal  Airport,  Morristown,  New  Jersey  (the  "Jet System Acquisition"),
pursuant to an Asset Purchase Agreement between 41 North 73 West Inc. d/b/a Jet
Systems  and  Lynton  Jet.  The  purchase  will enable Lynton  Jet  to  provide
additional FBO facilities for corporate aircraft  users of Morristown Municipal
Airport.

On September 3, 1998 the Company, through Limited,  pursuant  to  two  Aircraft
Sales  Agreements  acquired  two helicopters owned by Air Hanson Limited for  a
total consideration of  $4,168,000.   Furthermore, pursuant to a Share Sale and
Purchase Agreement dated September 3, 1998  (the  "Air  Hanson  Share  Sale and
Purchase  Agreement")  among Limited, Hanson Funding (G) Limited (the owner  of
the shares of capital stock  of  Air  Hanson),  and Hanson Finance PLC, Limited
acquired on September 3, 1998 all of the issued and  outstanding  capital stock
of Air Hanson (the "Air Hanson Shares").  The purchase price for the Air Hanson
Shares  will  be  calculated by reference to the net asset value of Air  Hanson
following the issuance of audited completion accounts.  The price to be paid is
subject to a maximum  purchase  consideration  of  500,000 Pounds Sterling, and
although no assurances can be given management believes  that  the issue of the
audited completion accounts will result in a repayment to Limited  when the net
asset values are compared to the warranted net asset value as stated in the Air
Hanson Share Sale and Purchase Agreement.

During the fourth quarter of fiscal 1997, the Company filed with the Securities
and Exchange Commission (the "Commission") a Preliminary Information  Statement
in  connection  with  action  proposed  to  be  taken  by  written  consent  of
stockholders with respect to certain matters including a reverse stock split of
the Company's Common Stock.  The Company has filed amendments to such materials
as a result of comments received from the Commission.  Subsequent to the filing
of  this report, the Company anticipates filing an additional amendment to such
Information  Statement  during the second quarter of fiscal 1999 and is hopeful
that a definitive Information  Statement  can  be mailed to stockholders during
said quarter.  If the proposed reverse stock split  is  effected,  the  Company
expects  to  have  fewer  than  300  stockholders  and  the  Company expects to
terminate  the  registration of its Common Stock under the Securities  Exchange
Act of 1934 and cease the filing of certain reports with the Commission.  There
can be no assurance, however, that the actions contemplated by said Information
Statement will be  undertaken.  In addition, in the event the Company completes
the proposed reverse  stock  split,  the Company may change the Company's legal
domicile to outside the United States,  attempt  to effect a public offering in
the United Kingdom and have its securities listed on The London Stock Exchange.
There can be no assurance that the Company will attempt to effect any or all of
the foregoing transactions or, if attempted, that any of such transactions will
be successfully completed.



<PAGE>

RESULTS OF OPERATIONS

  The  table below sets forth operating results information  for  each  of  the
Company's  operations  and  on  a  consolidated basis for the three years ended
September 30, 1998 (thousands of dollars):

<TABLE>
<CAPTION>
                                            Year ended September 30,
                                      1998            1997            1996
<S>                                <C>              <C>             <C>
Flight operations revenues          $18,031          $9,004          $7,894
   Gross margin                      $3,190          $1,259            $931
   Gross margin %                      17.7%           14.0%           11.8%

Maintenance operations revenues      $9,234          $5,990          $6,238
   Gross margin                        $781            $999            $924
   Gross margin %                       8.5%           16.7%           14.8%

Aircraft sales operations revenues   $1,029            $984            $834
   Gross margin                        $628            $655            $466
   Gross margin %                      61.0%           66.6%           55.9%

Fixed base operations revenues      $18,632          $9,607          $7,820
   Gross margin                      $6,200          $3,443          $2,836
   Gross margin %                      33.3%           35.8%           36.3%


Consolidated revenues               $46,926         $25,585         $22,786
Consolidated direct costs            36,127          19,229          17,629
Consolidated gross margin            10,799           6,356           5,157
Selling, general &
 administrative expenses              5,313           3,016           2,432
Depreciation                          1,692             689             662
Amortization of goodwill &
 intangible assets                      575             128             127
Restructuring costs                     416               -               -
Operating income                      2,803           2,523           1,936
Amortization of debt discount
 & issuance costs                       111              77             139
Interest expense                      2,399           1,162           1,336
Write-off of amount due from
 affiliate                                -               -             191
Gain related to sale of
 PDG investment                         (75)              -               -
Income before tax provision
 and extraordinary item                 368           1,284             270
Income tax provision                    242             238             151
Income before extraordinary item        126           1,046             119
Extraordinary item - Gain related
 to early extinguishment of debt          -              46             287
Net income                             $126          $1,092            $406
</TABLE>



<PAGE>

The  following  discussions  of  results  of operations for the Company include
results of operations for United Kingdom ("UK")  subsidiaries  translated  from
pounds  sterling  ("sterling")  to U.S. dollars at the average rate of exchange
during the respective periods.  The  average  value  of  sterling  increased by
approximately  2% in fiscal 1998 compared to fiscal 1997 and 6% in fiscal  1997
compared to fiscal  1996.   The  effect  on  consolidated results of operations
resulting  from  changes in the exchange rate of  sterling  as  compared  to  a
constant exchange  rate from period to period has been to report lower revenues
and expenses for UK  subsidiaries  when  the value of sterling decreased and to
report  higher revenues and expenses for UK  subsidiaries  when  the  value  of
sterling  increased.   Fluctuations  in  the value of sterling will continue to
have an effect on the results of operations  for UK subsidiaries as reported in
U.S.  dollars  and the resulting consolidated results  of  operations  for  the
Company.

1998 COMPARED TO 1997 ($000'S)

Revenues for fiscal 1998 increased to $46,926 as compared to revenues in fiscal
1997 of $25,585  an  increase  of  $21,341  or  83.4%.  This  increase resulted
primarily  from  the  acquisitions  in  fiscal  1998  (see discussion  of  each
operational area below).

The Company reported operating income for fiscal 1998 of  $2,803 as compared to
$2,523  in  fiscal  1997,  an  increase of $280 or 11.1%. This change  resulted
primarily  from  increased operating  income  from  the  Company's  fixed  base
operations in the  US  and the newly acquired Magec FBO in the UK along with an
increase in  UK flight operations.

Interest expense for fiscal  1998 increased to $2,399 as compared to $1,162 for
fiscal 1997, an increase of $1,237  or  106.5%.   This  increase  is due to the
acquisitions financed during fiscal 1998.

In fiscal 1998, the Company sold, for cash, its 50% share of the capital  stock
in  PDG  to the remaining 50% shareholders of PDG.  The Company realized a gain
on the sale of $75.

The Company  had a net income of $126 for fiscal 1998 as compared to net income
of $1,092 for fiscal  1997.   This change was primarily caused by the increased
interest expense due to the acquisitions financed  and  restructuring  costs of
$416 relating to the acquisitions in fiscal 1998.

The  Company's  ability to improve  earnings  is  primarily  dependent  on  the
enhancement of revenues and margins from its operations, along with a reduction
in its interest expense.   The  performance  of  each  operation is affected by
different  market  conditions  and  varies  as  to  stability  and   degree  of
predictability.  Below is a discussion of each of the Company's operating areas
and  the  factors  which  have  historically,  and  will  continue,  to  affect
performance.



<PAGE>
FLIGHT OPERATIONS

Revenues  from  flight  operations  overall  increased  by $9,027 or 100.3% for
fiscal 1998 as compared to fiscal 1997. This improvement  was  primarily due to
the  Magec  Acquisition which increased revenues by $5,604 and the  Air  Hanson
Acquisition  which   increased  revenues  by  $838.   Additionally  there  were
increased revenues from  Aviation  Limited  in the UK due to an increase in the
charter of long range corporate jet aircraft  and  an  increase  in  US charter
revenues  due to an increase in management contract customers.  The performance
of these operations  has  been  and  will  continue to be primarily affected by
demand for both helicopter and fixed-wing charter  within  the  UK  market  and
between   the   UK  and  international  destinations.   Such  demand  may  vary
significantly from period to period.

MAINTENANCE OPERATIONS

Revenues from maintenance  operations  increased  by  $3,244 or 54.2% in fiscal
1998  as  compared to fiscal 1997, primarily due to an increase  in  fixed-wing
maintenance  as a consequence of the Magec Acquisition which increased revenues
by $3,457 offset by a reduction in UK helicopter maintenance revenues in fiscal
1998.  Gross margin percentage from these operations declined in fiscal 1998 as
compared to fiscal  1997  due  to  the inclusion of the Magec Acquisition which
produced a high revenue volume but a  lower  gross margin percentage.  Although
no assurances can be given, it is the intention  of  management  to  attempt to
improve  this  area of the business by focusing on more profitable installation
projects as well  as  improving  pricing on current ad hoc work.  Revenues from
maintenance operations are affected  by  both  the  number  of  hours flown per
aircraft and changes made by either the FAA or CAA to component parts lives and
inspection  intervals.   Additionally,  gross  margins are dependent  upon  the
levels of installation projects completed during the year.

AIRCRAFT SALES OPERATIONS

Revenues from aircraft sales operations increased by $45 or 4.6% in fiscal 1998
as compared to fiscal 1997.  Significant fluctuations  in  revenues  and  gross
margin  percentages  from  aircraft  sales  operations may occur from period to
period based upon the role the Company takes  in  such transactions in which it
is  involved.  For aircraft sales transactions in which  the  Company  acts  as
principal, the Company  records the full sales price of the aircraft as revenue
and the cost of the aircraft  as  a  charge  to  direct  costs,  resulting in a
relatively low gross margin percentage.  In other transactions, the Company may
act  strictly as a broker and record as revenue only the commissions  on  these
sales  transactions,  generating  a  relatively  high  gross margin percentage.
Consequently, the performance of these operations can best  be  gauged  by  the
gross  margins  achieved  for each period.  Gross margins generated by aircraft
sales operations have historically  had  a  material  impact  on  the operating
results  of the Company and can vary significantly from period to period.   The
level of aircraft sales transactions is, to a significant degree, reflective of
overall economic conditions.

FIXED BASE OPERATIONS

Revenues from fixed base operations increased by $9,025 or 94.0% in fiscal 1998
as compared to fiscal 1997.  This change is primarily attributable to the Magec
Acquisition  in  the  UK  which  has  led to increased revenues of $7,388.  The
remainder of the improvement is a result  of  the Jet Systems Acquisition along
with  the  Company's  increased  presence  at  Morristown   Municipal  Airport,
Morristown, New Jersey.  The performance of these operations  to  a significant
degree  is based upon the level of tenant occupancy with tenant leases  ranging
in term from  one  year  to  eleven  years.   High  occupancy  levels  for such
facilities  in  the  New  York/New  Jersey  metropolitan  area have allowed the
financial  performance of these operations to consistently improve  during  the
last several years.



<PAGE>


1997 COMPARED TO 1996 ($000'S)

Revenues for fiscal 1997 increased to $25,585 as compared to revenues in fiscal
1996 of $22,786,  an  increase  of  $2,799  or  12.3%.  This  increase consists
primarily from increased revenues from the Company's fixed base  operations  of
$1,787  and  UK  flight  operations of $851 (see discussion of each operational
area below).

The Company reported operating  income for fiscal 1997 of $2,523 as compared to
$1,936 in fiscal 1996, an increase  of  $587  or  30.3%.  This  change resulted
primarily  from  increased  operating  income  from  the  Company's fixed  base
operations and UK flight operations.

Interest expense for fiscal 1997 decreased to $1,162 as compared  to $1,336 for
fiscal  1996, a decrease of $174 or 13.0%.  This decrease primarily  represents
interest paid on the reduced average level of outstanding borrowings.

In  fiscal   1997,  the  Company  repurchased  a  portion  of  its  10%  Senior
Subordinated Convertible Debentures due December 31, 1998 (the "Debentures") in
the principal  amount  of  $100  for  cash  payments  totaling $50. The Company
realized  a gain on redemption of $47 net of related debt  issuance  costs,  on
these repurchases.   In  fiscal  1996, the Company repurchased a portion of its
10% Senior Subordinated Convertible  Debentures  due  December  31,  1998  (the
"Debentures")  in the principal amount of $540 for cash payments totaling $162.
The Company realized  a gain on redemption of $287 net of related debt issuance
costs, on these repurchases.

The Company had net income  of  $ 1,092 for fiscal 1997 as compared to $406 for
fiscal 1996, an increase in profit  of  $686 or 169.7%.  The primary causes for
this increase were increased operating income  from  the  Company's  fixed base
operations  and UK flight operations and reduced interest costs on the  reduced
average level of outstanding borrowings offset by a reduction in gains realized
by the Company on the redemption of a portion of its Debentures, net of related
debt issuance costs.

The Company's  ability  to  improve  earnings  is  primarily  dependent  on the
enhancement  of  revenues and margins from its operations.  The performance  of
each operation is  affected  by  different  market  conditions and varies as to
stability and degree of predictability.  Below is a discussion  of  each of the
Company's  operating  areas  and the factors which have historically, and  will
continue, to affect performance.



<PAGE>
FLIGHT OPERATIONS

Revenues from flight operations overall increased by $1,110 or 14.1% for fiscal
1997  as  compared  to fiscal 1996.  This  improvement  was  primarily  due  to
increased fixed-wing  charter  revenues  in  the UK, partly offset by a reduced
level of helicopter charter in the UK. The performance  of these operations has
been and will continue to be primarily affected by demand  for  both helicopter
and   fixed-wing   charter  within  the  UK  market  and  between  the  UK  and
international destinations.   Such demand may vary significantly from period to
period.

In August 1995, pursuant to a Business Transfer Agreement with PLM Dollar Group
Limited ("PDG"), a company organized  under the laws of Scotland, substantially
all the business, assets and liabilities  of  Dollar  Air  and  Black Isle were
transferred  to  PDG  in  exchange  for  50%  of  the  capital  stock  of  PDG.
Simultaneously  with  the consummation of the transaction, substantially all of
the business, assets and  liabilities  of P.L.M. Helicopters Limited, a company
organized under the laws of Scotland ("PLM")  were  transferred  to PDG and the
shareholders of PLM were issued the remaining 50% of the capital stock  of PDG.
Accordingly,  the Company accounts for their investment under the equity method
of accounting.  During fiscal 1996, the asset was reclassified as investment in
jointly-owned company  held  for  resale, and therefore, the Company's share of
the gain or loss in the jointly-owned  company  was no longer  recognized under
the equity method of accounting. The Company's equity  in  the loss of jointly-
owned company was immaterial in fiscal 1996.  In October 1997, the Company sold
its 50% share of the capital stock in PDG to the remaining 50%  shareholders of
PDG  for  approximately  $1,298.   Under the purchase agreement, the  aggregate
purchase price was payable in two payments.  The first payment of approximately
$323  was  received in November 1997 and  the  second  and  final  payment  was
received by  the  company in August 1998.  The company recognized a gain on the
sale of $75.

MAINTENANCE OPERATIONS

Revenues from maintenance  operations  decreased by $248 or 4.0% in fiscal 1997
as compared to fiscal 1996, primarily due  to a decreased volume of maintenance
sales related to customer aircraft in the UK.   Gross  margin  percentage  from
these  operations  declined  in  fiscal  1997 as compared to fiscal 1996 due to
increased market competitiveness in the helicopter  maintenance area.  Revenues
from maintenance operations are affected by both the  number of hours flown per
aircraft and changes made by either the FAA or CAA to component parts lives and
inspection intervals.  Additionally, revenues are dependent  upon the levels of
installation projects completed during the year.

AIRCRAFT SALES OPERATIONS

Revenues  from aircraft sales operations increased by $150 or 18.0%  in  fiscal
1997 as compared  to  fiscal  1996.   Significant  fluctuations in revenues and
gross margin percentages from aircraft sales operations  may  occur from period
to period based upon the role the Company takes in such transactions  in  which
it  is  involved.  For aircraft sales transactions in which the Company acts as
principal, the Company  records the full sales price of the aircraft as revenue
and the cost of the aircraft  as  a  charge  to  direct  costs,  resulting in a
relatively low gross margin percentage.  In other transactions, the Company may
act  strictly as a broker and record as revenue only the commissions  on  these
sales  transactions,  generating  a  relatively  high  gross margin percentage.
Consequently, the performance of these operations can best  be  gauged  by  the
gross  margins  achieved  for each period.  Gross margins generated by aircraft
sales operations have a material impact on the operating results of the Company
and have historically varied significantly from period to period.  The level of
aircraft sales transactions  is, to a significant degree, reflective of overall
economic conditions.

FIXED BASE OPERATIONS

Revenues from fixed base operations increased by $1,787 or 22.8% in fiscal 1997
as  compared to fiscal 1996.  This  change  is  primarily  attributable  to  an
increase  in  the  level  of  fuel  sales  volume  and  tenant occupancy at the
Company's fixed base operations in Morristown, New Jersey.   The performance of
these  operations  to  a significant degree is based upon the level  of  tenant
occupancy with tenant leases  ranging  in  term  from one year to eleven years.
High  occupancy  levels  for  such  facilities  in  the  New   York/New  Jersey
metropolitan area have allowed the financial performance of these operations to
consistently improve during the last several years.



LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1998,  the Company had a working capital deficit of $1,647 and
stockholders' equity of $4,871.  The Company had net cash provided by operating
activities  of  $2,357  in fiscal 1998 compared to $969  in fiscal  1997.   The
Company had an overall increase  in  cash  and  cash  equivalents  of $2,369 in
fiscal  1998  compared to a decrease of $542 in fiscal 1997.  This increase  in
cash flow from  operating activities is primarily due to the effect of the cash
received from the sale of aircraft held for resale.

On  November  8,  1996,  a  Debt  Discharge  Agreement   (the  "Debt  Discharge
Agreement") was entered  into by and among Hanson North America, Inc.  ("Hanson
North America"),  Millennium  America Inc. (formerly named Hanson America Inc.)
("Millennium America"), and the  Company,  Lynton  Jet  and  Lynton Properties.
Prior  thereto,  Hanson  North America had succeeded to HM Holdings, Inc.  ("HM
Holdings"), as lender under a Credit Agreement and had acquired certain  assets
of HM Holdings including  the  equity  securities  described  below.   Pursuant
to the  Debt Discharge Agreement and on November 13, 1996, Hanson North America
was  paid  the  sum  of  $3,500,  and  in  consideration  thereof  (plus  other
consideration  described  below),  (i)  cancelled  the Loans and discharged all
obligations  under  the Credit Agreement  except  for  certain  indemnification
obligations stated therein to survive termination of the Loans, (ii) surrendered
to the  Company  848,454 shares  of common stock, par value $.30 per share (the
"Common Stock"),  of  the  Company,  (iii) surrendered Warrants to purchase  an
aggregate of 247,513 shares of Common Stock of the Company, and (iv) surrendered
2,000 shares of Series D Preferred  Stock  of the  Company (the "Debt Discharge
Transaction").   The  foregoing  shares  and  Warrants represented Hanson North
America's  entire equity interest in the Company.   As  provided  in  the  Debt
Discharge Agreement, the foregoing transactions were deemed to have occurred as
of September 30, 1996.

In connection with the Debt Discharge Transaction,  Hanson  North  America also
released all security and liens under the Credit Agreement, including its First
Leasehold  Mortgage (the "Leasehold Mortgage") and Assignment of Rents  on  the
Jet Centre facility operated by Lynton Jet at the Morristown Municipal Airport,
Morristown,  New  Jersey.   In  addition,  Millennium America, which previously
guaranteed certain obligations of Lynton Jet  which  were  also  secured by the
First  Leasehold  Mortgage,  terminated  and  released  its  interests  in  the
Leasehold   Mortgage.   Millennium   America  continues  to  guarantee  certain
obligations of Lynton Jet  to Massachusetts  Mutual Life Insurance Company (see
discussion below under this heading).

Simultaneously with the completion of the Debt  Discharge  Transaction,  and in
order to pay Hanson North America $3,500 in connection therewith, Lynton Jet  ,
as borrower, entered into a Loan and Security Agreement dated November 13, 1996
with Finova Capital Corporation ("Finova"), as Lender, pursuant to which Finova
made  a secured loan to Lynton Jet in the principal amount of $4,000 (the "1996
Finova Loan").

The 1996  Finova  Loan,  together with interest thereon at the interest rate of
10.7%  per annum shall be repaid  in  96  equal  consecutive  monthly  payments
consisting  of (a) principal and interest in an amount that will fully amortize
65% of the 1996   Finova  Loan  plus (b) interest only, on the remaining 35% of
the principal balance of the 1996  Finova  Loan  calculated at 10.7% per annum.
The remaining unpaid principal balance ($1,400) of  the  1996 Finova Loan shall
be payable on December 1, 2004. The 1996 Finova Loan requires  compliance  with
certain  covenants,  financial and otherwise, as defined in the loan agreement,
including maintaining  a  minimum  tangible  net  worth and a minimum earnings,
before interest, taxes, depreciation and amortization,  coverage  ratio by both
Lynton Jet as borrower and Lynton Group, Inc. as guarantor.

In  December  1993,  the  Company  completed  an  off-shore placement of $2,500
principal amount of 10% Senior Subordinated Convertible Debentures due December
31,  1998 (the "Debentures"). The Debentures were originally  convertible  into
shares  of  the  Company's Common Stock at the option of the holder at any time
prior to maturity  at a price of $3.75 per share.  Prior to December 31 of each
of the years from 1996 to 1998, inclusive, the Company has agreed to pay to the
trustee for the Debentures,  as  a  sinking fund payment, cash in the amount of
1/3 of the aggregate principal amount  of  the issued Debentures, provided that
Debentures converted or reacquired or redeemed  by  the Company may be used, at
the principal amount thereof, to reduce the amount of any sinking fund payment.
In  fiscal  1997,  the  Company  repurchased a portion of  its  Debentures  due
December 31, 1998 in the principal  amount  of  $100 for cash payments totaling
$50. The Company realized a gain on redemption of  $47,  net  of  related  debt
issuance  costs, on these repurchases.  In fiscal 1996, the Company repurchased
a portion of  its  Debentures  in the amount of $540 for cash payments totaling
$162. The Company realized a gain  on  redemption  of $287, net of related debt
issuance costs, on these repurchases. In addition, during  a  limited period of
time during fiscal 1997, the remaining holders of the Debentures had been given
the opportunity to convert the Debentures into shares of Common  Stock  of  the
Company  at  a  conversion price of $.33 per share.  Prior to completion of the
Debt Discharge Transaction and refinancing of the Jet Centre facility described
above, there were  Debentures  in  the  principal amount of $1,960 outstanding.
Two holders of the Debentures, who are affiliates  of the Company, issued their
consent  to  convert the Debentures held by them (in the  principal  amount  of
$1,065) into 3,227,273  shares  of  Common  Stock  (effective  at September 30,
1996).  The Debentures acquired in the above transactions were applied  against
the sinking fund obligations for December 31, 1996, 1997 and 1998.  At December
31, 1997, the Company has satisfied its sinking fund requirement (see Note 5 to
the  Company's  consolidated  financial  statements),  and  Debentures  in  the
principal  amount  of $795 remained outstanding.  In December 1998 an amount of
$795 , plus remaining  accrued  interest,  was  paid  to  the  trustee  for the
Debentures,  such  funds  to  be  utilized  to  pay the remaining principal and
interest on the Debentures which matured on December 31, 1998.

In October 1997, the Company sold its 50% share of  the capital stock in PDG to
the  remaining  50% shareholders of PDG for approximately  $1,307.   Under  the
purchase  agreement,   the   aggregate   purchase  price  was  payable  in  two
installments, the first of which was received  in November 1997, and the second
and final payment was received by the Company in August 1998.

In connection with the acquisition of Magec, the  consideration paid was 17,000
Pounds Sterling (equal to approximately $28,288) paid  in cash.  The funds used
to purchase Magec (including acquisition costs) included  bank financing in the
principal  amount  of  12,827 Pounds Sterling (equal to approximately  $21,344)
with the balance of the  purchase  price  from  debt  financing as follows: (i)
promissory notes (the "December 1999 Notes") in the aggregate  principal amount
of  $1,664  due on December 23, 1999, with interest at 12.0% per annum,  issued
and sold to entities  which  may  be  deemed  affiliates  of Paul R. Dupee Jr.,
Chairman  of  the  Board and a director of the Company;  (ii)  a  non  interest
bearing loan in the  principal  amount  of  $1,353  due  on  December 23, 1998,
pursuant  to  an Option Agreement entered into between Magec and  an  unrelated
party to acquire a certain aircraft owned by Magec, and (iii) 8.0% Subordinated
Convertible Debentures  due December 31, 2007 in the aggregate principal amount
of $5,816 (the "8.0% Debentures")  issued  and  sold  to  certain directors and
principal  stockholders  of the Company, and/or their affiliates,  as  well  as
other third parties.  The  8.0%  Debentures  will be convertible into shares of
the Company's Common Stock at the option of the  holder  at  any  time prior to
maturity  at  an  initial  conversion price of $1.00 per share (the "Conversion
Price") once the Certificate  of  Incorporation  is  modified  to  increase the
number  of  authorized shares of Common Stock (the "Capitalization Amendment").
In addition,  the  8.0% Debentures are automatically convertible into shares of
the Company's Common  Stock  upon  the  date,  if any, that the Company, or any
successor, completes a bona fide public offering  of  its  securities,  and the
shares of Common Stock of the Company, or any successor, becomes listed on  the
London Stock Exchange.  The Conversion Price will be subject to adjustment upon
the  occurrence  of  certain  events,  which  include,  among other things, the
issuance  of  Common  Stock or the issuance of securities convertible  into  or
exchangeable for shares  of  Common Stock (with certain exceptions as set forth
in the 8.0% Debentures) at less  than  the  then  current  market  price of the
Common  Stock,  in  which  event  the  Conversion  Price  will  be  reduced (i)
proportionately by the difference between the then current market price and the
offering price if such offering price is greater than the then Conversion Price
or  (ii)  to  equal the offering price if such offering price is less than  the
then Conversion  Price.   In addition, the Company may from time to time reduce
the Conversion Price by any  amount  for any period of time if the period is at
least 20 days and if the reduction is  irrevocable  during the period, provided
that in no event may the Conversion Price be less than the par value of a share
of Common Stock.  The 8.0% Debentures bear interest at  the  rate  of  8.0% per
annum payable semi-annually on the first day of June and December of each  year
with  the  first  such  payment due on June 1, 1998, provided, however, that in
lieu of paying such interest  in  cash,  the  Company  may,  at its option, pay
interest for any interest payment date occurring before December  23,  1999  by
adding  the  amount  of  such  interest to the outstanding principal amount due
thereunder (the "PIK Interest").   In such event, any such PIK Interest when so
added shall be deemed part of the principal  indebtedness  for  the purposes of
determining amounts which may be convertible into shares of Common  Stock.  The
Company  has  exercised  this option with respect to the interest payments  due
June 1, 1998 and December  1, 1998 so such PIK Interest resulting therefrom has
been  added and is now deemed  part  of  the  principal  indebtedness  for  the
purposes  of determining amounts which may be convertible into shares of Common
Stock.

               In connection with the Magec Acquisition, Limited entered into a
facilities  agreement  with Bank of Scotland Limited ("Bank of Scotland") which
provided bank financing  in  the  principal  amount  of  12,827 Pounds Sterling
(equal  to approximately $21,344). The facility consists of  term  debt  at  an
interest  rate of 2.25% above the Sterling LIBOR rate repayable in installments
through to  September  30,  2002  and a term overdraft facility of 2,000 Pounds
Sterling (equal to approximately $3,328) repayable in two equal installments on
September 30, 2001 and September 30,  2002.  The facilities are collaterized on
certain aircraft owned by Magec and further collaterized  by  a floating charge
over  the assets of all the UK subsidiaries. The facilities agreement  requires
compliance,  by  Limited,  with  certain  covenants,  financial  and otherwise,
including  maintaining a minimum adjusted net worth, a minimum senior  interest
coverage ratio,  a  minimum  senior debt service cash cover ratio and a maximum
loan to value coverage ratio for the aircraft financing.

In April 1998, the December 1999 Notes (in the principal amount of $1,664) were
repaid in full as a result of  the  sale of a certain aircraft by Magec for the
purchase  price  of  $7,250.   In  connection  therewith,  certain  other  bank
indebtedness in the amount of $4,998  was repaid, and Westbury Properties Corp.
(which may be deemed an affiliate of the company's Chairman of the Board) which
entity  held  an  option  to acquire said aircraft  for  the  price  of  $6,664
surrendered its option over  said  aircraft  in  return  for a sum equal to the
difference between the purchase price ($7,250) and the option price ($6,664).

      In  June  1998, the terms of the Option Agreement between  Magec  and  an
unrelated party were  amended  to allow for a further initial advance of $1,500
to be followed by further advances  on certain payment dates in accordance with
the payment schedule included in the  Option  Agreement.   The further advances
will  be  utilized  to  repay  certain bank borrowings of Limited.   The  first
further advance under the Option  Agreement  of $1,500, and subsequent advances
have been received by Magec in accordance with  the revised terms of the Option
Agreement and were immediately utilized to repay  certain  bank  borrowings  of
Limited.

In  connection  with  the  Jet Systems Acquisition a loan agreement was entered
into with Finova on February 27, 1998 (the "1998 Finova Loan") in the principal
amount of $1,625. The 1998 Finova  Loan which bears interest at a rate of 10.1%
per annum shall be repaid in 60 equal  consecutive  monthly payments consisting
of (a) principal and interest that will fully amortize  65%  of the 1998 Finova
Loan plus (b) interest only, on the remaining 35% of the principal  balance  of
the  1998  Finova  Loan  calculated  at  10.1%  per annum. The remaining unpaid
principal balance ($569) of the 1998 Finova Loan  shall  be payable on March 1,
2003.  The  1998  Finova  Loan  requires  compliance  with  certain  covenants,
financial   and   otherwise,  as  defined  in  the  loan  agreement,  including
maintaining a minimum  tangible  net worth, a minimum earnings before interest,
taxes, depreciation and amortization, coverage ratio and a total liabilities to
consolidated net worth ratio by both  Lynton  Jet as borrower and Lynton Group,
Inc. as guarantor.

In connection with the acquisition of Air Hanson,  consideration  of $4,168 was
paid in cash.  The funds used to purchase Air Hanson included bank financing in
the principal amount of $2,500 with the balance of the purchase price from debt
financing  through  the issue of 8.0% Subordinated Convertible Debentures  (the
"Additional 8.0% Debentures")  due December 31, 2007 in the aggregate principal
amount  of $4,623 issued and sold  to  certain  institutional  investors.   The
Additional  8.0% Debentures are convertible into shares of the Company's Common
Stock at the  option  of  the  holder  at any time following the Capitalization
Amendment and prior to maturity at conversion  ratios  starting  at  $1.35  per
share  until  June 30, 1999; $1.25 from July 1, 1999 to July 31, 1999; and then
decreasing monthly  thereafter  by  $.05  per  month   until  December  1, 1999
whereupon  the  conversion  ratio  shall  thereafter  be  $1.00 per share.  The
conversion  ratios  provided  above  shall  be subject to adjustment  upon  the
occurrence  of  certain  events  as provided in the  8.0%  Debentures  and  the
Additional 8.0% Debentures. In addition,  the   Additional  8.0% Debentures are
automatically convertible into shares of the Company's Common  Stock  upon  the
date,  if any, that the Company, or any successor, completes a bona fide public
offering of its securities, and  the shares of the Common Stock of the Company,
or any successor,  become  listed on The London Stock Exchange.  The Additional
8.0% Debentures bear interest  at  the  rate  of  8.0% per annum, payable semi-
annually in arrears on the first day of June and December of each year with the
first such payment due on December 31, 1998.  However,  (i)  in  the  event the
Company provides any  holder of the Additional 8.0% Debentures with a notice of
redemption  (which  as  provided  in  the Additional 8.0% Debentures can be  no
sooner  than  June  1, 2000) and such redemption  is  rejected  by  the  holder
thereof, then and in  such  event,  in  lieu of paying interest in cash for any
interest payment date occurring thereafter,  or  (ii) if at any other time, and
at  least 30 days prior to any interest payment date,  a  holder  provides  the
Company  with  a  written  request  that  interest  due  to the holder for such
interest payment date be paid in the form of PIK Interest,  then,  the  Company
may,  at  its  sole  option,  with regard to the preceding clauses (i) or (ii),
whichever is applicable, pay PIK  Interest  for  any such interest payment date
whereupon  any such PIK Interest when so added shall  be  deemed  part  of  the
principal indebtedness  for  purposes  of  determining  amounts  which  may  be
convertible  into  shares  of  Common  Stock.   No  holder  has as of this date
requested PIK Interest in lieu of cash interest with regard to  the  Additional
8.0% Debentures.

The  Company  expects to continue meeting all of its obligations in the  coming
year  by  focusing  on  its  established  operations.  Cash  flows  from  these
operations  are  expected  to  be  sufficient  to  meet  all  of  its operating
requirements, and debt service requirements.

Aircraft are financed primarily through short and medium term notes payable  to
banks  and  financing  companies  and  are  generally  collateralized  by  such
aircraft.   In  April  1997, the Company purchased a new helicopter for $1,870,
for the sole purpose of  selling  in  a  joint  ownership  program  the Company
introduced in January 1997.  Due to a longer time than was anticipated,  by the
Company,  to  sell  the helicopter under a joint ownership program, the Company
decided to sell the aircraft  to  a  single  purchaser.   The  Company sold the
aircraft in April 1998 for $1,900.  Under the terms of the sales  agreement the
Company  is  obliged to sell a certain number of charter hours on the  aircraft
within the first  twelve  months.   Although  no  assurances  can be given, the
Company believes it will not sustain a loss on this commitment.   The  proceeds
of  the  sale  were  used  to repay the debt to G.E. Capital Corporation, which
financed the purchase of the aircraft.

The Company has a contracted  capital  expenditure  commitment  of  165  Pounds
Sterling (equal to approximately $281) for fiscal 1999.  In addition, there can
be  no  assurance that the Company will not incur substantial costs related  to
the year 2000 compliance issue, as discussed below under "Other Matters".

In June 1994,  Lynton  Properties  issued  to Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") a $9,000 mortgage  note  at 6.69% due January 3,
2006  (the "Mortgage Note") with scheduled monthly payments  of  principal  and
interest.  The  Mortgage  Note  is secured by a Leasehold Mortgage and Security
Agreement and an Assignment of Leases  and  Rents  on a lease between a certain
tenant and Lynton Properties relating to a hangar and  office  facility located
at the Lynton Jet.  Massachusetts Mutual Life Insurance Company ("Mass Mutual")
is  an  assignee  of  Connecticut  Mutual  under  this loan.  In addition,  the
obligations  of Lynton Properties under the Mortgage  Note  are  guaranteed  by
Lynton Jet pursuant to a Guaranty Agreement dated June 22, 1994, between Lynton
Jet  and  Connecticut   Mutual  (the  "Jet  Centre  Guaranty").   Further,  the
obligations of Lynton Jet  under  the  Jet  Centre Guaranty, other than certain
environmental and related obligations, are, and  continue  to be, guaranteed by
Millennium  America,  pursuant to a Guaranty Agreement, dated  June  22,  1994,
between Millennium America  and  Connecticut  Mutual  (the  "Millennium America
Guaranty").

The  Company  has  unused U.S. Federal tax net operating loss carryforwards  at
September 30, 1998 of  approximately $1,035, which expire through September 30,
2010.  As a result of the  Jet  Centre  acquisition,  the related issuance of a
warrant to HM Holdings and the conversion of the Debentures and Preferred Stock
into  common  stock referred to above, utilization of the  net  operating  loss
carryforwards is  substantially  restricted  under  Section 382 of the Internal
Revenue   Code  of  1986,  as  amended,  to  a  specified  maximum   percentage
(approximately 5.8%) of the fair market value of the Company at the time of the
ownership change.   For  purposes  of this limitation, management has estimated
that the value of the Company was in  excess  of  $3,800  at  the  time  of the
ownership change.

Inflation has not significantly impacted the Company's operations.


IMPACT OF RECENTLY ISSUED  ACCOUNTING STANDARDS NOT YET ADOPTED

In  June 1997, the Financial Accounting Standards Board (FASB) issued Statement
No. 130,  "Reporting Comprehensive Income", ("FAS 130")  which is effective for
fiscal years  beginning  after  December 15, 1997.  The Statement addresses the
reporting  and displaying of comprehensive  income  and  its  components.   The
adoption of  FAS  No. 130 relates to disclosure within the financial statements
and is not expected  to  have  a  material  effect  on  the Company's financial
statements.

In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an  Enterprise and Related Information", which is effective  for  fiscal  years
beginning  after  December  15,  1997.   The  Statement  changes the way public
companies report information about segments of their business  in  their annual
financial  statements  and requires them to report selected segment information
in their quarterly reports.   Adoption  of   FAS  131 is not expected to have a
material effect on the Company's financial statements.

               In June 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("FAS  133").  The  new standard
requires  companies  to  record  derivatives on the balance sheet as assets  or
liabilities, measured at fair value.  Gains or losses resulting from changes in
the  values  of  those  derivatives  will be  reported  in  the  statement   of
operations or as a deferred item, depending  on  the  use  of  derivatives  and
whether  they  qualify  for  hedge  accounting.  The  key  criterion  for hedge
accounting  is  that  the  derivative  must  be  highly  effective in achieving
offsetting changes in fair value or cash flows of the hedged  items  during the
term of the hedge. The Company has not yet determined the impact, if any,  that
the adoption of FAS 133 will have on the consolidated financial statements.

OTHER MATTERS

The  Year  2000  ("Y2K")  issue is the result of computer programs using a two-
digit format, as opposed to  four  digits,  to indicate the year. Such computer
systems will be unable to interpret data beyond  the  year  1999,  which  could
cause  a  system  failure  or  other computer errors, leading to disruptions in
operations.  In fiscal 1998, the  Company  began  to  methodically  review  its
current computer  systems  in  order to (a) identify those systems that are not
Y2K compliant; (b) identify the  costs of repairs and modifications required to
existing systems in order to ensure  Y2K  compliance; and (c) estimate the cost
of replacement for those systems that were  not  capable of being modified to a
Y2K  compliant  state.  The  Company  has  identified that  its  financial  and
informational  systems are the most critical  systems  that  will  require  Y2K
modifications. The internal review identified certain computer hardware systems
that  were  not Y2K  compliant  and  a  replacement  and  modification  program
commenced in  the latter half of fiscal 1998, which is scheduled to be complete
during the third quarter of fiscal 1999. Additionally certain computer software
programs were also  found  not to be Y2K compliant. The Company, largely due to
the acquisitions during fiscal  1998,  is currently in the process of upgrading
its software programs and is ensuring that  new  software  is Y2K compliant. As
the  Company  is  continually upgrading and improving systems in  the  ordinary
course of business,  the  cost  of  ensuring  the  Company  is Y2K compliant is
estimated  to  be $250 of which approximately $50 has been expensed  in  fiscal
1998. Although no assurances can be given that there will be no interruption of
operations in the  year  2000  the  Company  believes  that  it  has reasonably
assessed all of its systems in order to ensure that the Company will not suffer
any material adverse effect of not being Y2K compliant.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  financial  information  required by Item 8 is included elsewhere  in  this
report (see Part IV, Item 14).

ITEM  9.  CHANGES  IN AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

The information required  by  Item 9 has been reported in the Company's Current
Report on Form 8-K, dated January 12, 1999.



                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There is incorporated by reference  herein  information which will be contained
in the Registrant's definitive proxy statement  to  be filed within 120 days of
the  Registrant's  year  end  in  connection with the 1999  Annual  Meeting  of
Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

There is incorporated by reference  herein  information which will be contained
in the Registrant's definitive proxy statement  to  be filed within 120 days of
the  Registrant's  year  end  in  connection with the 1999  Annual  Meeting  of
Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There is incorporated by reference  herein  information which will be contained
in the Registrant's definitive proxy statement  to  be filed within 120 days of
the  Registrant's  year  end  in  connection with the 1999  Annual  Meeting  of
Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is incorporated by reference  herein  information which will be contained
in the Registrant's definitive proxy statement  to  be filed within 120 days of
the  Registrant's  year  end  in  connection with the 1999  Annual  Meeting  of
Stockholders.


                                    PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL  STATEMENT  SCHEDULES, AND REPORTS ON
FORM 8-K

(a) (1)(2) Consolidated Financial Statements and Financial Statement Schedules.

The  Consolidated  Financial Statements and Schedules filed  as  part  of  this
report  are listed in  the  Index  to  Consolidated  Financial  Statements  and
Schedules annexed hereto and made a part hereof.

(a) (3) Exhibits.

3.1 Registrant's restated certificate of incorporation (7)

3.2 Registrant's by-laws (1)

4.1 Indenture dated as of December 21, 1993 between the Registrant and American
Stock Transfer & Trust Company, as Trustee, relating to Registrant's 10% Senior
Subordinated Convertible Debentures due December 31, 1998, together with form
of Debenture (6)

10.1 Ground Lease for premises at Morristown Municipal Airport, Morristown, New
Jersey (4)

10.2 Employment Agreement dated August 5, 1998 with Christopher Tennant

10.3 1993 Stock Option Plan (5)

21.0 Lynton Group, Inc., parent and subsidiaries

99.1 Stockholders' Agreement dated as of August 14, 1990 by and among the
Registrant, HM Holdings, Inc. and Christopher Tennant (3)

99.2 First Amendment to Stockholders' Agreement dated December 22, 1992 by and
among Lynton Group, Inc., HM Holdings, Inc., Brae Group, Inc., James Niven and
Task Holdings, Inc. (2)

99.3 Note Agreement dated as of June 22, 1994 between Lynton Properties, Inc.
and Connecticut Mutual Life Insurance Company relating to a $9.0 million 6.69%
mortgage note due January 3, 2006 (6)

99.4 Business Acquisition Agreement between Dollar Air Services Limited and PLM
Dollar Group Limited (7)

99.5 Debt  Discharge  Agreement dated as of November 8, 1996 by and among Hanson
North America, Inc., Millennium  America  Inc., Lynton Group, Inc., Lynton Jet,
Inc. and Lynton Properties, Inc. (8)

99.6 Loan and Security Agreement dated November  13,  1996 by and between Lynton
Jet, Inc., as Borrower, and Finova Capital Corporation, as Lender (8)

99.7 Agreement  dated  December  5, 1997 between The General  Electric  Company,
p.l.c., Lynton Group Limited and Lynton Group, Inc. (9)

99.8 Form of Share and Purchase Agreement  among  Lynton  Group  Limited, Hanson
Funding (G) Limited and Hanson Finance p.l.c. (10)


(1) Filed as  an  exhibit to the Company's Annual Report on Form 10-K  for  the
fiscal year ended September 30, 1991, and incorporated by reference herein.

(2) Filed as an exhibit  to  the  Company's  Current  Report  on Form 8-K, dated
December 22, 1992, and incorporated by reference herein.

(3) Filed  as  an  exhibit  to the Company's Current Report on Form  8-K,  dated
August 14, 1990, and incorporated by reference herein.

(4) Filed as an exhibit to the  Company's  Annual  Report  on  Form 10-K for the
fiscal year ended September 30, 1990, and incorporated by reference herein.

(5) Filed  as  an  exhibit to the Company's Annual Report on Form 10-K  for  the
fiscal year ended September 30, 1993, and incorporated by reference herein.

(6) Filed as an exhibit  to  the  Company's  Annual  Report on Form 10-K for the
fiscal year ended September 30, 1994, and incorporated by reference herein.

(7) Filed as an exhibit to the Company's Annual Report  on  Form  10-K  for  the
fiscal year ended September 30, 1995, and incorporated by reference herein.

(8) Filed  as  an  exhibit  to  the  Company's Current Report on Form 8-K, dated
November 13, 1996, and incorporated by reference herein.

(9) Filed as  an  exhibit  to  the  Company's  Current Report on Form 8-K, dated
December 23, 1997, as amended, and incorporated by reference herein.

(10) Filed as  an exhibit to the Company's Current  Report  on  Form  8-K, dated
September 3, 1998, and incorporated by reference  herein.


(b) Reports on Form 8-K.

Listed below are  reports  on  Form  8-K  filed  during the last quarter of the
period covered by this report:

ITEMS REPORTED             FINANCIAL STATEMENTS FILED      DATE OF REPORT

Acquisition of Air Hanson            None                  September 3, 1998


(c) Exhibits.

See Item 14(a)(3) above.

(d) See Index to Consolidated Financial Statements and Schedules annexed hereto
and made a part hereof.



<PAGE>
                                  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.

                                   LYNTON GROUP, INC.
                                   (Registrant)


                                   By: /s/ CHRISTOPHER TENNANT
                                   Christopher Tennant,
                                   President, Chief Executive Officer

                                   Date: 01/13/99

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, this
report  has  been  signed  below by the following  persons  on  behalf  of  the
Registrant, and in the capacities and on the dates indicated:

SIGNATURE                         TITLE                         DATE



/s/ CHRISTOPHER TENNANT           President, Chief Executive    01/13/99
Christopher Tennant               Officer, Director
                                  (Principal Executive Officer)


/s/ PAUL R. DUPEE, JR.            Chairman of the Board         01/13/99
Paul R. Dupee, Jr.                Director


/s/ RICHARD HAMBRO                Director                      01/13/99
Richard Hambro


/s/ JAMES G. NIVEN                Director                      01/13/99
James G. Niven


/s/ NIGEL PILKINGTON              Director                      01/13/99
Nigel Pilkington


/s/ DAVID HARLAND                 Deputy Chief Executive        01/13/99
David Harland                     Officer, Director


/s/ PAUL A. BOYD                  Secretary, Treasurer and      01/13/99
Paul A. Boyd                      Chief Financial Officer
                                  (Principal Financial Officer)





<PAGE>
                      Lynton Group, Inc. and Subsidiaries

            Index to Consolidated Financial Statements and Schedule

                              September 30, 1998






Report of Independent Auditors                        F-1
Report of Independent Certified Public Accountants    F-2

Consolidated Financial Statements

Consolidated Balance Sheets                           F-3
Consolidated Statements of Income                     F-5
Consolidated Statements of Stockholders' Equity       F-6
Consolidated Statements of Cash Flows                 F-8
Notes to Consolidated Financial Statements            F-9

Schedules

Report of Independent Auditors                        F-29
Report of Independent Certified Public Accountants    F-30
Schedule II - Valuation and Qualifying Accounts       F-31


Schedules other than those listed above are omitted since they are not
required, are not applicable or the information is included in the consolidated
financial statements and notes thereto.





<PAGE>









                        Report of Independent Auditors


The Board of Directors and Stockholders
Lynton Group, Inc.

We have audited the accompanying consolidated balance sheet of Lynton Group,
Inc. and subsidiaries as of September 30, 1998 and the related consolidated
statements of income,  stockholders' equity and cash flows for the year ended
September 30, 1998.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Lynton
Group, Inc. and subsidiaries as of September 30, 1998, and the consolidated
results of their operations and their consolidated cash flows for the year
ended September 30, 1998, in conformity with generally accepted accounting
principles.


/s/ Grant Thornton



London, England
December 18, 1998











                             F-1


<PAGE>


              Report of Independent Certified Public Accountants


The Board of Directors and Stockholders
Lynton Group, Inc.

We have audited the accompanying consolidated balance sheet of Lynton Group,
Inc. and subsidiaries as of September 30, 1997 and the related consolidated
statements of income,  stockholders' equity and cash flows for the years ended
September 30, 1997 and 1996.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation.  We
believe that our audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Lynton
Group, Inc. and subsidiaries as of September 30, 1997, and the consolidated
results of their operations and their consolidated cash flows for the years
ended September 30, 1997 and 1996, in conformity with generally accepted
accounting principles.


/s/ Grant Thornton LLP



New York, New York
January 13, 1998

                                    F-2

<PAGE>

                        Lynton Group, Inc and Subsidiaries

                            Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                      SEPTEMBER 30,
                                               1998                   1997
<S>                                        <C>                  <C>
ASSETS
Current assets:
Cash and cash equivalents                   $3,095,662            $   726,645
Accounts receivable (net of allowance
 for doubtful accounts of $77,000 in
 1998 and $22,000 in 1997)                   6,587,563              3,268,879
Investment in jointly-owned company
 held for resale                                     -              1,222,620
Inventories                                  6,206,249                803,677
Prepaids and other current assets            1,536,170                214,124
Total current assets                        17,425,644              6,235,945

Property, plant and equipment:
Aircraft                                     9,840,087              1,414,673
Buildings                                   20,884,114             14,133,096
Furniture and equipment                      2,257,339              1,352,370
Motor vehicles                                 766,391                379,660
Leasehold improvements                         807,752                766,136
                                            34,555,683             18,045,935
Less accumulated depreciation and
 amortization                                6,424,635              4,652,703
                                            28,131,048             13,393,232

Funds held in escrow                           150,000                150,000
Aircraft held for resale                     5,150,000              1,870,233
Long-term ground leases, less
 accumulated amortization of
 $592,000 in 1998 and $416,000 in 1997       2,158,449              1,933,861
Cost in excess of assets acquired,
 less accumulated amortization of
 $939,000 in 1998 and $530,000 in 1997      11,404,791              2,155,007
Other assets and deferred charges, less
 accumulated amortization of
 $332,000 in 1998 and $221,000 in 1997         662,978                484,970
Total assets                               $65,082,910            $26,223,248
</TABLE>

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

                                         F-3

<PAGE>

                        Lynton Group, Inc and Subsidiaries

                            Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                      SEPTEMBER 30,
<S>                                       <C>                   <C>
                                               1998                   1997
Liabilities and stockholders' equity
Current liabilities:
Current portion of capital lease
 obligations                               $    54,119            $    38,480
Current portion of long-term debt            6,153,354              1,285,364
Accounts payable                             4,637,544              2,717,602
Accrued expenses                             4,429,635              1,215,747
Accrued income taxes                         1,000,438                268,159
Advances from customers                        208,196                245,102
Deferred revenue                             1,794,250              1,516,848
Total current liabilities                   18,277,536              7,287,302

Obligations under capital leases,
 less current portion                           56,396                 69,071
Deferred revenue, less current portion         480,000                720,000
Long-term debt, less current portion        25,149,670             12,664,832
Convertible Debentures                      11,439,499                795,000
Deferred income taxes                        4,809,236                163,183
Commitments and contingencies

Stockholders' equity:
Common Stock, par value $.30 a share:
 authorized 10,000,000 shares; issued
 6,394,872 shares in 1998 and 1997           1,918,462              1,918,462
Additional paid-in capital                   9,779,823              9,779,823
Accumulated deficit                         (7,014,742)            (7,141,115)
Cumulative foreign currency
 translation adjustment                        198,378                (21,962)
                                             4,881,921              4,535,208
Common stock held in Treasury at cost;
 850,454 shares in 1998 and 1997               (11,348)               (11,348)
Total stockholders' equity                   4,870,573              4,523,860
Total liabilities and
 stockholders' equity                      $65,082,910            $26,223,248
</TABLE>

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

                                         F-4

<PAGE>

                        Lynton Group, Inc and Subsidiaries

                         Consolidated Statements of Income



<TABLE>
<CAPTION>
                                           YEARS ENDED SEPTEMBER 30,
                                      1998            1997            1996
<S>                             <C>              <C>             <C>
Net revenue:
 Flight operations                $18,030,805      $9,004,333      $7,894,484
 Maintenance operations             9,234,418       5,990,233       6,237,913
 Aircraft sales operations          1,029,047         983,723         833,781
 Fixed base operations             18,631,760       9,606,813       7,820,148
                                   46,926,030      25,585,102      22,786,326
Direct costs of operations:
  Flight operations                14,840,536       7,745,471       6,963,692
  Maintenance operations            8,453,789       4,990,984       5,313,666
  Aircraft sales operations           401,231         329,038         367,819
  Fixed base operations            12,432,028       6,163,540       4,984,026
                                   36,127,584      19,229,033      17,629,203
Operating expenses:
 Selling, general and
  administrative                    5,313,009       3,016,468       2,432,063
 Depreciation                       1,691,810         689,170         661,572
 Amortization of ground lease
  and goodwill                        575,214         127,646         126,960
 Restructuring costs                  415,750               -               -
Income from operations              2,802,663       2,522,785       1,936,528

Amortization of debt discount
 and issuance costs                   111,068          77,347         139,475
Interest expense                    2,399,293       1,161,549       1,336,137
Write-off of amount due
 from affiliate                             -               -         191,308
Gain on sale of investment            (75,632)              -               -
Income before income tax
 provision and extraordinary item     367,934       1,283,889         269,608
Income tax provision                  241,561         238,393         151,206
Income before extraordinary item      126,373       1,045,496         118,402
Extraordinary item-early
 extinguishment of debt, net of tax         -          46,864         287,408
Net income                           $126,373      $1,092,360        $405,810

Net income per share before
 extraordinary item                      0.02             .16             .06
Extraordinary item                          -             .01             .15
Net income per share-Basic               0.02             .17             .21
Net income per share-Diluted             0.02             .17             .21
Weighted average number of shares
 outstanding-Basic                  6,394,872       6,394,872       1,961,760
Weighted average number of shares
 outstanding-Diluted                6,598,159       6,394,872       1,961,760
</TABLE>


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



                                F-5

<PAGE>


                      Lynton Group, Inc. and Subsidiaries

                Consolidated Statements of Stockholders' Equity

                 YEAR ENDED SEPTEMBER 30, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
            Series C
           Convertible      Series D
         Preferred Stock Preferred Stock      Common Stock      Treasury stock
          Shares  Amount  Shares  Amount    Shares    Amount    Shares  Amount
<S>      <C>      <C>    <C>      <C>   <C>          <C>       <C>    <C>
Balance at -----   ---    -----    ---   ---------   --------    ----- ---------
 9/30/95   1,000   $10    2,000    $20   1,957,177   $587,153    2,000 $(10,500)

Issuance of shares of Common Stock related to acquisition of Dollar Air Services
 Limited       -     -        -      -       5,000      1,500        -        -

Net income for year ended 9/30/96
               -     -        -      -           -          -        -        -

Underaccrual of prior years dividends
               -     -        -      -           -          -        -        -

Issuance of shares of Common Stock in exchange for Series C Preferred Stock
          (1,000)  (10)       -      -   2,053,876    616,163        -        -

Surrender of Series D Preferred Stock
               -     -   (2,000)   (20)          -          -        -        -

Issuance of shares of Common Stock related to redemption of convertible
 debentures    -     -        -      -   3,227,273    968,182        -        -

Surrender of shares of Common Stock to Company
               -     -        -      -    (848,454)  (254,536) 848,454     (848)

Discharge of debt due HM Industries, net of related taxes and costs
               -     -        -      -           -          -        -        -

Translation adjustment at 9/30/96
               -     -        -      -           -          -        -        -

Balance at    --    --       --     --   ---------  ---------  -------  --------
 9/30/96       0     0        0      0   6,394,872  1,918,462  850,454  (11,348)

Net income for year ended 9/30/97
               -     -        -      -           -          -        -        -

Translation adjustment at 9/30/97
               -     -        -      -           -          -        -        -

Balance at    --    --       --     --   ---------  ---------  -------  --------
 9/30/97       0     0        0      0   6,394,872  1,918,462  850,454  (11,348)

Net income for year ended 9/30/98
               -     -        -      -           -          -        -        -

Translation adjustment at 9/30/98
               -     -        -      -           -          -        -        -

Balance at    --    --       --     --   --------- ----------  ------- ---------
 9/30/98       0    $0        0     $0   6,394,872 $1,918,462  850,454 $(11,348)
</TABLE>

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





                            F-6

<PAGE>



                      Lynton Group, Inc. and Subsidiaries

         Consolidated Statements of  Stockholders' Equity (Continued)

                 YEAR ENDED SEPTEMBER 30, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                  Cumulative
                  Additional                       Currency         Total
                    Paid-In       Accumulated    Translation     Stockholders'
                    Capital         Deficit       Adjustment        Equity
<S>               <C>            <C>            <C>             <C>
Balance at        ----------     ------------      ---------        ---------
 9/30/95          $8,321,055     $(8,624,285)      $(80,709)         $192,744

Issuance of shares of Common Stock related to acquisition of Dollar Air Services
 Limited               3,500               -              -             5,000

Net income for year ended 9/30/96
                           -         405,810              -           405,810

Underaccrual of prior years dividends
                           -         (15,000)             -           (15,000)

Issuance of shares of Common Stock in exchange for Series C Preferred Stock
                    (616,153)              -              -                 -

Surrender of Series D Preferred Stock
                          20               -              -                 -

Issuance of shares of Common Stock related to redemption of convertible
 debentures          100,045               -              -         1,068,227

Surrender of shares of Common Stock to Company
                     255,384               -              -                 -

Discharge of debt due HM Industries, net of related taxes and costs
                   1,715,972               -              -         1,715,972

Translation adjustment at 9/30/96
                           -               -         26,117            26,117

Balance at         ---------      -----------       --------        ---------
 9/30/96           9,779,823      (8,233,475)       (54,592)        3,398,870

Net income for year ended 9/30/97
                           -       1,092,360              -         1,092,360

Translation adjustment at 9/30/97
                           -               -         32,630            32,630

Balance at         ---------      -----------       --------        ---------
 9/30/97           9,779,823      (7,141,115)       (21,962)        4,523,860

Net income for year ended 9/30/98
                           -         126,373              -           126,373

Translation adjustment at 9/30/98
                           -               -        220,340           220,340

Balance at        ----------     ------------      --------        ----------
 9/30/98          $9,779,823     $(7,014,742)      $198,378        $4,870,573
</TABLE>

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

                                        F-7

<PAGE>

                        Lynton Group, Inc. and Subsidiaries

                       Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                 YEAR ENDED SEPTEMBER 30,
                                              1998         1997        1996
<S>                                      <C>            <C>           <C>
Cash flows from operating activities
Net income                               $  126,373    $1,092,360    $405,810
Adjustments to reconcile net income
 to net cash provided by
 operating activities:
Depreciation and amortization             2,378,092       894,163     928,007
Profit on disposal of investment            (75,632)            -           -
Provision for deferred taxes                      -             -     151,206
Write-off of amount due from affiliate            -             -     191,308
Gain on early extinguishment of debt              -       (46,864)   (287,408)
Changes in certain assets and liabilities,
 excluding effect from acquisitions:
Accounts receivable                         901,002      (909,177)   (405,409)
Due (to) from affiliates                          -       (23,153)     44,775
Investment held for resale                1,298,252             -           -
Inventories                                (345,858)       18,622     182,479
Prepaids and other current assets          (399,197)      182,481     116,960
Accounts payable and accrued expenses    (1,416,138)      (47,968)    114,342
Advances from customers and deferred
 revenue                                   (109,542)     (191,087)    319,084
Net cash provided by operating activitie  2,357,352       969,377   1,761,154

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for Magec Aviation,
 net of cash acquired                   (29,693,138)            -           -
Cash paid for Jet Systems,
 net of cash acquired                    (1,864,076)            -           -
Cash paid for Air Hanson,
 net of cash acquired                    (4,185,567)            -           -
Aircraft held for resale                  8,564,000             -           -
Capital expenditures                       (444,446)     (652,160)   (273,263)
Disposal of fixed assets                          -        40,376      52,472
Net cash used in investing activities   (27,623,227)     (611,784)   (220,791)

CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of senior subordinated
 convertible debt                                 -       (50,000)   (162,000)
Proceeds of borrowings from finance
 company, net of issuance costs                   -             -   3,850,000
Repayment to HM Holdings, Inc.                    -             -  (3,500,000)
Repayment of long-term debt             (12,741,367)     (900,034)   (610,868)
Proceeds from notes payable               1,540,789        84,000      34,700
Proceeds from Magec Aviation
 acquisition                             30,177,450             -           -
Proceeds from Jet Systems acquisition     1,625,000             -           -
Proceeds from Air Hanson acquisition      7,123,000             -           -
Reduction of capital lease obligations       (1,966)      (47,226)    (28,592)
Net cash provided by (used in)
 financing activities                    27,722,906      (913,260)   (416,760)
Effect of exchange rate changes on cash     (88,014)       13,837       7,550
INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                              2,369,017      (541,830)  1,131,153
Cash and cash equivalents,
 beginning of year                          726,645     1,268,475     137,322
Cash and cash equivalents, end of year    3,095,662      $726,645  $1,268,475
</TABLE>

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



                          F-8

<PAGE>

                        Lynton Group, Inc. and Subsidiaries

                    Notes to Consolidated Financial Statements

                         September 30, 1998, 1997 and 1996



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements  include  the  accounts  of Lynton Group,
Inc. and its directly and indirectly wholly-owned subsidiaries (the "Company"),
Lynton  Jet,  Inc.  ("Lynton  Jet");  Lynton  Aviation,  Inc.;  Lynton Aviation
Services,  Inc.;  Ramapo  Helicopters,  Inc.  ("Ramapo")  now  known as  Lynton
Aircraft   Maintenance   Services,   Inc.;  Lynton  Properties,  Inc.  ("Lynton
Properties");  Lynton  Group  Limited  ("Limited");   Lynton  Aviation  Limited
("Lynton Aviation"); European Helicopters Limited ("EHL");  Air  Hanson Limited
("Air  Hanson");  Magec  Aviation  Limited ("Magec");  Jet Systems; Dollar  Air
Services Limited ("Dollar Air") (see  Note  3);  Black Isle Helicopters Limited
("Black  Isle"); LynStar Aviation, Inc. ("LynStar"),  wholly-owned  by  LynStar
Holdings Inc.,  which  is  20% owned by the Company, has been consolidated as a
wholly-owned subsidiary in the  accompanying consolidated financial statements.
The difference in consolidating the  financial  statements  of  LynStar, rather
than  accounting  for  the  Company's  investment  using  the equity method  of
accounting, is immaterial to the accompanying consolidated financial statements
All significant intercompany accounts and transactions have  been eliminated in
consolidation.

PRINCIPAL BUSINESS ACTIVITY

The  Company and its subsidiaries are engaged primarily in the  performance  of
aviation  sales  and  services in the United States and the United Kingdom (see
Note 6).  Services include  the,  management  charter and operation of aircraft
for  corporate,  industrial  and  utility applications  ("flight  operations");
maintenance  of aircraft ("maintenance  operations");  sale  and  brokerage  of
aircraft ("aircraft sales operations"); and hangarage and refueling of aircraft
("fixed base operations").

REVENUE RECOGNITION

Revenues for maintenance  and  flight  operations  are recognized when services
have been performed.  Revenues related to aircraft sales  and  commissions  are
recognized at the time title is transferred.  Rental revenues related to tenant
leases are recognized pursuant to the terms of the respective leases.

INVENTORIES AND AIRCRAFT HELD FOR RESALE

Inventories  (principally  aircraft  maintenance  parts)  and aircraft held for
resale are valued at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation and  amortization  are
computed  on the straight-line method over the estimated useful lives indicated
below.

<TABLE>
<CAPTION>
<S>                                                 <C>
Aircraft                                              10-15 years
Buildings                                                40 years
Furniture and equipment                                   5 years
Motor vehicles                                            5 years
Leasehold improvements                             Term of leases
</TABLE>

GROUND LEASE, DEFERRED CHARGES

Ground lease  and  deferred  charges, in connection with the acquisition of the
assets  of the Linpro Jet Centre  in  1990  and  its  related  refinancing  (as
described  in Note 5), are being amortized on a straight-line basis over a term
of 40 years.

The ground lease  in  connection  with  the  acquisition  of  the assets of Jet
Systems is being amortized on a straight line basis through December 1999.
The Company operates the Lynton Jet business out of the Company's hangar/office
facility of approximately 132,000 square feet, owned by the Company, located at
the  Morristown  Municipal  Airport, Morristown, New Jersey, on a  site  leased
pursuant to a ground lease with  an  initial term expiring on December 31, 2010
and with options to extend the term of  the  lease for five additional terms of
five years each.  The rental payments due under  the  lease are generally based
upon increases in the consumer price index through the year 2020 and based upon
fair  market  value  thereafter.  As  a  result  of the Jet Systems acquisition
completed  in  February  1998,  Lynton  Jet  also operates out of an additional
hangar/office facility of approximately 53,000 square feet, on a site  pursuant
to a ground lease with an initial term expiring on December 31, 1999.  Although
there can be no assurance, it is anticipated that during 1999 Lynton  Jet  will
enter into a new ground lease for a period of 25 years on this site.

The Company operates Aviation  Limited  and  EHL principally  out of  a  hangar
facility of approximately 20,000 square feet located in Denham, Middlesex, which
is located outside of London.  The hangar is owned by the Company and is located
on a site leased pursuant to a ground lease, which expires in 2012.

The  Company  leases an additional facility of approximately 36,000 square feet
at the Morristown  Municipal  Airport,  Morristown, New Jersey, with an initial
term that expired on May 31, 1998, with an  option  to  renew for an additional
three  years.   The Company exercised its option to renew for  such  additional
three  years,  expiring   May   31,  2001.   Lynton  Maintenance  conducts  its
maintenance  operation  from  this  facility,  in  addition  to  the  providing
additional FBO facilities.

The Company, as a result of the Magec  Acquisition  completed in December 1997,
now  operates  an  additional  FBO  out  of  hangar  and office  facilities  of
approximately  65,000  square  feet,  at London Luton Airport  located  in  the
London, England metropolitan area.  Magec  leases  the  facilities  from London
Luton Airport pursuant to lease agreements which expire in 2035 and 2045.   The
rental  payments due under the leases are generally based upon increases in the
consumer  price  index,  the  next such reviews being December 2003 and January
2000.

The Company, as a result of the  Air  Hanson Acquisition completed in September
1998, now operates out of hangar and office  facilities of approximately 60,000
square feet at Blackbushe Airport pursuant to  a  lease agreement which expires
in 2001.

COST IN EXCESS OF NET ASSETS ACQUIRED AND COVENANT NOT TO COMPETE

Cost in excess of net assets acquired resulting from the excess of the purchase
price  over the net assets of businesses acquired is  being  amortized  over  a
period of between twenty and forty years on the straight-line method.

The covenant  not to compete is being amortized over 10 years which is the term
of the agreement.

The carrying value  of  the  long-lived  assets  are  reviewed if the facts and
circumstances suggest that it may be permanently impaired,  in  accordance with
Statement of Financial Accounting Standards No. 121, "Impairment  of Long-Lived
Assets and Long-Lived Assets to be Disposed of". Such review is based  upon the
undiscounted expected future operating cash flows derived from such assets and,
in  the  event  such  result  is less than the carrying value of the long lived
assets, including goodwill, the  carrying value of such assets would be reduced
to an amount that reflects the expected future benefit.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting  Standard  ("SFAS") No. 109  "Accounting  for  Income  Taxes"  which
requires the use of the  liability  method,  whereby  deferred  tax  assets and
liabilities  are  recognized  for  the future tax consequences attributable  to
differences  between  the financial statements  carrying  amounts  of  existing
assets and liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured  using  enacted tax rates expected to apply to taxable
income in the years in which those  temporary  differences  are  expected to be
recovered and settled.  The effect on deferred tax assets and liabilities  of a
change  in  tax  rates  is recognized in income in the period that includes the
enactment date.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of  foreign  subsidiaries  are  translated  at  rates of
exchange  in  effect  at  the  close  of the period.  Revenues and expenses are
translated at the weighted average of exchange rates in effect during the year.
The  effects  of exchange rate fluctuations  on  translating  foreign  currency
assets and liabilities into U.S. dollars are included as part of the cumulative
foreign currency translation adjustment component of stockholders' equity.

EARNINGS PER SHARE

In the first quarter of 1998, the Company adopted the provisions of SFAS No.
128, "Earnings per Share." The Company therefore changed the method used to
compute earnings per share and restated all prior periods in accordance with
SFAS No. 128. Basic earnings (loss) per share reflect the weighed-average
number of common shares outstanding during each period. Diluted earnings per
share reflect the impact of potential common shares from options and
convertible debentures, using the treasury-stock method. Stock options to
purchase common stock of the Company are antidilutive for the year ended
September 30, 1998 due to the net loss in the year and are therefore excluded
from the calculation of diluted earnings per share. For the years ended
September 30, 1998 and 1997 stock options issued carried exercise prices in
excess of the average market prices of the common stock in each of the
respective years and are therefore excluded from the calculation of diluted
earnings per share. Average market price has been computed using the weighted
average market price of shares traded for each of the respective years ended.

Convertible debentures of the Company, when calculated on an "if-converted"
basis, would be antidilutive for each of the three years in the period ended
September 30, 1998 and are therefore excluded from the calculation of diluted
earnings per share.

The incremental dilutive effect  of share options was 203,287 for the year
ended September 30, 1998.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount  of cash and receivables approximates fair value because of
their short-term nature.   The fair value of long-term debt is based on current
rates  at  which  the  Company  could   borrow  funds  with  similar  remaining
maturities.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
130, "Reporting Comprehensive Income", which  is  effective  for  fiscal  years
beginning  after  December 15, 1997.  The Statement addresses the reporting and
displaying of comprehensive  income  and  its components.  The adoption of SFAS
No.  130  relates  to disclosure within the financial  statements  and  is  not
expected to have a material effect on the Company's financial statements.

In June 1997, the FASB  issued  SFAS No. 131, "Disclosures about Segments of an
Enterprise  and Related Information",  which  is  effective  for  fiscal  years
beginning after  December  15,  1997.   The  Statement  changes  the way public
companies  report information about segments of their business in their  annual
financial statements  and  requires them to report selected segment information
in their quarterly reports.  Adoption of SFAS No. 131 is not expected to have a
material effect on the Company's financial statements.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," effective for fiscal years beginning after
June 15, 1999. The new standard requires that all companies record derivatives
on the balance sheet as assets or liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. Management is currently assessing whether there will be
any impact of SFAS No. 133 on the Company's consolidated financial statements
upon adoption, which is required in October 1999.

USING ESTIMATES IN FINANCIAL STATEMENTS

In  preparing  financial  statements  in  conformity  with  generally  accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts  of  assets and liabilities and the disclosure
of contingent assets and liabilities at  the  date  of the financial statements
and revenues and expenses during the reporting period.   Among  the significant
estimates   made   by  management  included  in  these  Consolidated  Financial
Statements are the useful  lives  of  long-lived  assets,  the  fair  value  of
financial  instruments,  the  fair  value  of  the  Company's Common Stock, the
realizable value of inventories and the aircraft held for resale, the estimated
fair value of the aircraft at the end of the lease-which  is  guaranteed by the
Company,  the  undiscounted expected future operating cash flows  used  in  the
review for testing  the impairment of long-lived assets, allowance for doubtful
accounts and the adequacy of the insurance coverage.  Actual results may differ
significantly from those estimates.

STOCK BASED COMPENSATION

The Company accounts for employee stock based compensation in accordance with
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to
Employees" (APB 25) and provides the disclosure required in SFAS No. 123
"Accounting for Stock Based Compensation".

RECLASSIFICATIONS

As a result of the increase in Convertible Debentures during the year, the
prior years' figure of $795,000 has been reclassified and is now shown
separately to long-term debt.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents  include  investments  in  highly  liquid  securities
having an original maturity date of three months or less.

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially subject the Company to significant
levels of credit risk are accounts receivable. The Company extends credit based
on the evaluation of its clients' financial condition. The Company's historical
credit losses have not been significant.

2.  STOCKHOLDERS' EQUITY

RECAPITALIZATION AGREEMENT

Pursuant to a Recapitalization Agreement, dated as of December 22, 1992,  among
the  Company,  Lynton  Jet,  HM  Holdings,  a  director of the Company, and two
additional investors, (i) the Company sold in aggregate to the director and two
additional investors 1,000 shares of Series C Convertible  Preferred  Stock  of
the Company for $1,000,000 in cash, (ii) HM Holdings (a) purchased 2,000 shares
of  Series  D  Preferred  Stock of the Company for $2,000,000 in cash which was
applied to reduce the Company's  indebtedness  to  HM Holdings, (b) exercised a
portion  of  its Original Warrant for 848,454 shares of  Common  Stock  of  the
Company for an  exercise  price of $851,577 in cash which was applied to reduce
the Company's indebtedness  to HM Holdings, and (c) was issued a New Warrant to
purchase up to an additional  99,634  shares of Common Stock of the Company for
$.30 per share at any time. The number  of shares of Common Stock for which the
New Warrant, and the price at which such  shares  were  to  be  purchased,  was
subject to adjustment upon the occurrence of certain events.

Effective  September  30,  1996,  Hanson  North  America  (as  successor  to HM
Holdings)  surrendered  to the Company 2,000 shares of Series D Preferred Stock
of  the  Company as part of  the  discharge  settlement  (the  "Debt  Discharge
Agreement").

The four holders  of  all  of  the  outstanding  shares of Series C Convertible
Preferred  Stock  (the "Series C Preferred Stock") have  been  offered  by  the
Company and have agreed  (effective  September  30, 1996) to convert all of the
Series C Preferred Stock into an aggregate of 2,053,876 shares of Common Stock.
Two of such holders are James G. Niven, a director  of  the  Company, and J. O.
Hambro  Nominees  Limited,  which  may  be deemed to be controlled  by  Richard
Hambro, a director of the Company. This transaction  has  been accounted for as
an exchange of equity instruments with no gain or loss recognized.

3.  ACQUISITION AND TRANSFER

ACQUISITION OF MAGEC AVIATION LIMITED

In December 1997, the Company acquired through Limited all of the issued and
outstanding shares of Magec, a company organized under the laws of England in a
business combination which has been accounted for as a purchase and the
accounts of Magec have been included in the accompanying consolidated financial
statements for the period December 23, 1997 through September 30, 1998.  Magec
provides hangarage and refueling, charter, management, and maintenance services
for corporate aircraft from its own exclusive terminal at London Luton Airport,
England.  The purchase price (including acquisition costs totaling $2,069,000)
of $29,693,000 exceeded the estimated fair value of the net assets of Magec by
$9,642,000, which is being amortized over twenty years.

The consideration paid was 17,000,000 Pounds Sterling (equal  to  approximately
$28,288,000)  paid  in  cash  at  closing.   The  funds  used to purchase Magec
(including acquisition costs) included bank financing in the  principal  amount
of 12,827,000 Pounds Sterling with the balance of the purchase price from  debt
financing  as  follows: (i) promissory notes (the "December 1999 Notes") in the
aggregate principal  amount  of  $1,664,000  due  on  December  23,  1999, with
interest  at  12.0% per annum, issued and sold to entities which may be  deemed
affiliates of Paul  R.  Dupee, Jr., Chairman of the Board and a director of the
Company, and (ii) a non interest  bearing  loan  in  the  principal  amount  of
$1,353,000  due  on  December 23, 1998, pursuant to an Option Agreement entered
into between Magec and  an  unrelated party to acquire a certain aircraft owned
by Magec, and (iii) 8.0% Subordinated  Convertible  Debentures due December 31,
2007 in the aggregate principal amount of $5,816,000  (the "Debentures") issued
and sold to certain directors and principal stockholders of the Company, and/or
their affiliates, as well as other third parties.  (See  note  5).  On June 19,
1998  the  terms  of the Option Agreement were amended to allow for  a  further
advance of $1,500,000  followed by additional further advances on certain dates
in accordance with the payment  schedule included in the Option Agreement.  The
further advances will be utilized  to  repay  certain bank borrowings of Lynton
Group  Limited.   The  first  further advance under  the  Option  Agreement  of
$1,500,000 was received by Magec  in  accordance  with the revised terms of the
Option Agreement and was immediately utilized to repay  certain bank borrowings
of Lynton Group Limited. Both the aircraft and the associated  liabilities  are
included on the consolidated balance sheet.

In  connection  with  the  aforesaid financing, an Option Agreement was entered
into between Magec and Westbury  Properties Corporation ("Westbury"), which may
be deemed an affiliate of Paul R.  Dupee,  Jr.,  Chairman  of  the  Board and a
director  of  the  Company,  whereby  Westbury  was  granted an option expiring
December 23, 1999 to acquire a certain aircraft owned by Magec for the purchase
price of $6,664,000.  During the quarter ended June 30,  1998 the said aircraft
was  sold  by  Magec  for  the  purchase  price  of $7,250,000.  In  connection
therewith, the December 1999 Notes including accrued interest thereon were paid
in full, in addition certain other indebtedness in the amount of $4,998,000 was
repaid and Westbury surrendered its option over said  aircraft  in return for a
sum  equal  to the difference between the purchase price ($7,250,000)  and  the
option exercise price ($6,664,000).

The following unaudited proforma consolidated results of operations assume that
the Magec purchase occurred on October 1, 1996:

<TABLE>
<CAPTION>
                                         Year Ended September, 30
                                            1998             1997
<S>                                      <C>            <C>
Revenue                               $52,200,000          $47,500,000
Net income                               $445,000           $1,393,000
Basic income per common share               $0.07                $0.11
Diluted income per common share             $0.07                $0.11
</TABLE>

ACQUISITION OF THE ASSETS OF JET SYSTEMS

On  February  27, 1998 the Company, through Lynton Jet, acquired for $1,864,000
in cash (including  acquisition  costs)  substantially  all  the  assets of Jet
Systems,  a  company  whose trading activities are consistent with Lynton  Jet.
The acquisition has been  accounted  for  as a purchase and the accounts of Jet
Systems have been included in the accompanying  financial  statements  for  the
period February 27, 1998 through September 30, 1998.  The results of operations
from October 1, 1997 would not materially effect revenue or earnings.

ACQUISITION OF AIR HANSON LIMITED

Pursuant to two Aircraft Sales Agreements among Limited and Air Hanson, Limited
acquired  on  September 3, 1998 two helicopters owned by Air Hanson for a total
consideration of $4,168,000.

In September 1998,  the  Company  acquired  through  Limited  (the  "Air Hanson
Acquisition") all of the issued and outstanding shares of Air Hanson Limited, a
company  organized  under  the laws of England.  At the time of the Air  Hanson
Acquisition, Air Hanson Limited  owned  Air  Hanson  Engineering  Limited ("Air
Hanson Engineering") and Air Hanson Aircraft Sales Limited ("Air Hanson Sales")
both companies organized under the laws of England.  Unless otherwise indicated
by the context, the term "Air Hanson" refers to Air Hanson Limited,  Air Hanson
Engineering and Air Hanson Sales. Air Hanson is based at Blackbushe airport  in
the  United Kingdom where it occupies a facility of approximately 60,000 square
feet and  is  principally  engaged  in  the provision of the maintenance, sale,
charter and management of corporate turbine  helicopters  and  light fixed wing
aircraft.

The purchase price for the Air Hanson Shares will be calculated by reference to
the net asset value of Air Hanson following the issuance of audited  completion
accounts.   The price to be paid is subject to a maximum purchase consideration
of 500,000 Pounds  Sterling,  (equal  to approximately 850,000 Pounds Sterling)
and although no assurances can be given  management  believes that the issue of
the audited completion accounts will result in a repayment  to Limited when the
net asset values are compared to the warranted net asset value as stated in the
Air Hanson Share Sale and Purchase Agreement. Included in the  results  of  the
Company  is  an  accrual of $416,000 for restructuring costs incurred post year
end.

TRANSFER OF DOLLAR AIR SERVICES LIMITED

In August 1995, pursuant to a Business Transfer Agreement with PLM Dollar Group
Limited ("PDG"), a  company organized under the laws of Scotland, substantially
all the business, assets  and  liabilities  of  Dollar  Air and Black Isle were
transferred  to  PDG  in  exchange  for  50%  of  the  capital  stock  of  PDG.
Simultaneously with the consummation of the transaction, substantially  all  of
the  business,  assets and liabilities of P.L.M. Helicopters Limited, a company
organized under the  laws  of  Scotland ("PLM") were transferred to PDG and the
shareholders of PLM were issued  the remaining 50% of the capital stock of PDG.
Accordingly, the Company accounts  for their investment under the equity method
of accounting.

During fiscal 1996, the asset was reclassified  as  investment in jointly-owned
company held for resale, and therefore, the Company's share of the gain or loss
in the jointly-owned company was no longer  recognized  under the equity method
of  accounting. The Company's equity in the loss of jointly-owned  company  was
immaterial in fiscal 1996.

In October  1997, the Company sold its 50% share of the capital stock in PDG to
the remaining  50% shareholders of PDG for approximately $1,298,000.  Under the
purchase agreement,  the  aggregate purchase price was payable in two payments.
The first payment of approximately  $323,000  was received in November 1997 and
the second and final payment was received by the  company  in August 1998.  The
company recognized a gain on the sale of $75,632.

COST IN EXCESS OF NET ASSETS ACQUIRED

Movements in the cost in excess of net assets acquired for the three years
ending September 30, 1998, are as follows:

<TABLE>
<CAPTION>
<S>                                           <C>
Balance at  October 1, 1995                     $2,284,000
Amortization expense                               (70,000)
                                                -----------
Balance at September 30, 1996                    2,214,000
Amortization expense                               (69,000)
Foreign exchange movement                           10,000
                                                -----------
Balance at September 30, 1997                    2,155,000
Additions in the year                            9,642,000
Amortization expense                              (409,000)
Foreign exchange movement                           17,000
                                               ------------
Balance at September 30, 1998                  $11,405,000
</TABLE>

5.  LONG TERM DEBT

Long-term debt at September 30, 1998 and 1997 consists of the following:

<TABLE>
<CAPTION>
                                                        1998           1997
<S>                                                  <C>          <C>
Mortgage due to bank with interest at Sterling
 LIBOR rate (7.19% at September 30, 1997) plus 2.0%,
 paid in full during 1998.                                    $-     $210,866
Mortgage Note payable to Massachusetts Mutual Life
 Insurance Company with an interest rate of 6.69%
 due in monthly installments through
 January 3, 2006.                                      6,882,109    7,485,990
Mortgage Note payable to Finova Capital Corp. with
 an interest rate of 10.7% due in monthly installments
 through December 1, 2004, with a final installment
 payment of $1,400,000 due December 1, 2004.           3,603,802    3,820,525
Mortgage Note payable to Finova Capital Corp. with
 an interest rate of 10.1% due in monthly installments
 through February 1, 2003, with a final installment
 payment of $568,750 due March 1, 2003.                1,541,639            -
Note payable to finance company with interest at
 Sterling LIBOR rate (7.5% at September 30, 1998)
 plus 3.5% payable in monthly installments through
 August 2000.                                            357,126      536,597
Aircraft financing note payable to G.E. Capital
 Corp. with an interest rate of 10.0% with principal
 due every six months and interest due every four
 months; paid in full during 1998.                             -    1,870,233
Notes payable to Bank of Scotland with interest at
 Sterling LIBOR rate (7.5% at September 30, 1998)
 plus 2.25% payable in installments through
 September 2002.                                      15,877,806            -
Loan note payable to third party at zero interest,
 pursuant to an option agreement to purchase an
 aircraft.                                             2,987,500            -
Notes payable due to finance company with an
 interest rate of 10.5%, due in monthly installments
 through February, 2000.                                  53,042       25,985
                                                     $31,303,024  $13,950,196
Less:
Amount due within one year                            (6,153,354)  (1,285,364)
                                                     $25,149,670  $12,664,832
</TABLE>

Maturities of long-term debt for the fiscal years ending September 30 are as
follows:

<TABLE>
<CAPTION>
<S>                                                           <C>
1999                                                            $6,153,354
2000                                                             6,662,498
2001                                                             5,100,821
2002                                                             6,634,853
2003                                                             2,145,498
Thereafter                                                       4,606,009
                                                               $31,303,024
</TABLE>

At September 30, 1998 and 1997, the weighted average interest  rates  on short-
term borrowings was 9.6% and 9.7%, respectively.

FINANCE COMPANY NOTE

Note  payable  due to finance company of $357,000 is collateralized by aircraft
with an aggregate book value of approximately $718,000.

HM HOLDINGS DEBT

Simultaneous with the acquisition of the Jet Centre in 1990 the Company entered
into a Credit Agreement,  dated  August 14, 1990 ("the Credit Agreement"), with
HM Holdings in order to provide the  Company  and  Lynton  Jet with funds to be
used in part to finance the Jet Centre Acquisition and to finance  a portion of
the  ongoing  working  capital  needs  of the Company and the Jet Centre.   The
Credit Agreement financing consisted of  term loans in the amount of $2,000,000
and $10,800,000 to the Company and Lynton  Jet,  respectively,  and a revolving
credit facility to Lynton Jet which provided for up to $4,200,000 in borrowings
(together, the "Loans").

In  connection  with the June 22, 1994 issuance of the Mortgage Note  discussed
below, $8,000,000  of  the net proceeds therefrom were applied to the repayment
of the Loans.  The Company's  term  loan  was  repaid in full together with all
principal payments on the Lynton Jet term loan except  for the final payment in
the principal amount of $2,905,923 which would be due on  September  30,  1997.
The  Credit  Agreement  also  provided  that  the  revolving  credit  loans  of
$3,200,000  would  also  be  due on September 30, 1997. The Company recorded an
extraordinary charge during the  year  ended  September  30,  1994 of $166,000,
representing  the unamortized debt discount and issuance costs related  to  the
repaid portion of the Loans. In October 1994, HM Holdings loaned the Company an
additional $500,000  under  an additional revolving credit facility, increasing
the aggregate amount of the revolving  credit  facility  to  $3,700,000.  As  a
result, prior to the completion of the Debt Discharge Transaction (as described
below),  the  principal amount owing to HM Holdings at September 30, 1996 under
the Loans was $6,605,923.

On  November  8,  1996,  a  Debt  Discharge  Agreement   (the  "Debt  Discharge
Agreement") was  signed  by and among Hanson North America, Inc. ("Hanson North
America"),  Millennium  America  Inc.  (formerly  named  Hanson  America  Inc.)
("Millennium America"), and  the  Company,  Lynton  Jet  and Lynton Properties.
Prior  thereto,  Hanson  North America had succeeded to HM Holdings  as  lender
under the Credit Agreement  and  had  acquired  certain  assets of HM Holdings,
including  the  equity  securities  described  below.   Pursuant  to  the  Debt
Discharge Agreement and on November 13, 1996, Hanson North America was paid the
sum  of  $3,500,000,  and  in  consideration thereof (plus other  consideration
described below and in Note 9),  (i)  cancelled  the  Loans  and discharged all
obligations  under  the  Credit  Agreement  except  for certain indemnification
obligations  stated  therein  to  survive  termination  of   the   Loans,  (ii)
surrendered to the Company 848,454 shares of Common Stock of the Company, (iii)
surrendered Warrants to purchase an aggregate of 247,513 shares of Common Stock
of  the Company, and (iv) surrendered 2,000 shares of Series D Preferred  Stock
of the  Company  (the  "Debt Discharge Transaction").  The foregoing shares and
Warrants represented Hanson  North  America's  entire  equity  interest  in the
Company.    As   provided  in  the  Debt  Discharge  Agreement,  the  foregoing
transactions were  deemed  to  have occurred at September 30, 1996, and the net
amount of debt discharged ($6,605,923),  less consideration given, was recorded
as a credit to Additional Paid-In Capital.

In connection with the Debt Discharge Transaction,  Hanson  North  America also
released all security and liens under the Credit Agreement, including its First
Leasehold  Mortgage (the "Leasehold Mortgage") and Assignment of Rents  on  the
Jet Centre facility operated by Lynton Jet at the Morristown Municipal Airport,
Morristown,  New  Jersey.   In  addition,  Millennium America, which previously
guaranteed certain obligations of Lynton Jet  to  MassMutual,  which  were also
secured  by the First Leasehold Mortgage, terminated and released its interests
in the Leasehold Mortgage. Millennium America continues to guarantee certain of
such obligations of Lynton Jet to MassMutual.

Interest expense  relating to the borrowings from HM Holdings was approximately
$455,000 for the year ended September 30, 1996.

On January 12, 1995,  in  connection  with  the  minimum net worth requirements
under the Credit Agreement, HM Holdings agreed to  waive  any  and all such net
worth requirements for fiscal 1994, fiscal 1995 and the first quarter of fiscal
1996.  On January 5, 1996, in connection with these requirements,  HM  Holdings
agreed to  waive  any  and all such net worth requirements for the remainder of
fiscal 1996 and the first  quarter of fiscal 1997. The Company received waivers
of the interest coverage ratio requirements under the Credit Agreement for each
quarter of the fiscal years  ended  September  30,  1995 and 1996 and the first
quarter of fiscal 1997.

1996 FINOVA LOAN

Simultaneously with the completion of a Debt Discharge Agreement on November 8,
1996 signed by and among Hanson North America, Inc, Millennium  America Inc and
the Company, and in order to pay Hanson North America $3,500,000  in connection
therewith, Lynton Jet, as borrower, entered into a Loan and Security  Agreement
dated November 13, 1996 with Finova Capital Corporation ("Finova"), as  Lender,
pursuant  to  which  Finova  made a secured loan to Lynton Jet in the principal
amount of $4,000,000 (the "1996 Finova Loan").

The 1996 Finova Loan is collateralized  by a security interest in substantially
all of the assets and properties of Lynton  Jet, including a Leasehold Mortgage
on the Jet Centre facility (excluding the portion  of the facility subject to a
Leasehold  Mortgage held by Massachusetts Mutual Life  Insurance  Company).  In
addition, the  obligations  of  Lynton  Jet  under  the  Finova  Loan have been
guaranteed by the Company and certain other subsidiaries of the Company.

The  1996 Finova Loan, together with interest thereon at the interest  rate  of
10.7%  per  annum  shall  be  repaid  in  96 equal consecutive monthly payments
consisting of (a) principal and interest in  an amount that will fully amortize
65% of the 1996 Finova Loan plus (b) interest only, on the remaining 35% of the
principal balance of the 1996 Finova Loan calculated  at  10.7% per annum.  The
remaining unpaid principal balance ($1,400,000) of the 1996  Finova  Loan shall
be  payable on December 1, 2004. The 1996 Finova Loan requires compliance  with
certain  covenants,  financial and otherwise, as defined in the loan agreement,
including maintaining  a  minimum  tangible  net  worth and a minimum earnings,
before interest, taxes, depreciation and amortization,  coverage  ratio by both
Lynton Jet  as borrower and Lynton Group, Inc. as guarantor.

1998 FINOVA LOAN

In  connection  with  the Jet Systems Acquisition a loan agreement was  entered
into with Finova on February 27, 1998 (the "1998 Finova Loan") in the principal
amount of $1,625,000. The  1998  Finova  Loan which bears interest at a rate of
10.1%  per  annum  shall  be repaid in 60 equal  consecutive  monthly  payments
consisting of (a) principal  and  interest  that will fully amortize 65% of the
1998 Finova Loan plus (b) interest only, on the  remaining 35% of the principal
balance of the 1998 Finova Loan calculated at 10.1%  per  annum.  The remaining
unpaid principal balance ($568,750) of the 1998 Finova Loan shall be payable on
March 1, 2003. The 1998 Finova Loan requires compliance with certain covenants,
financial   and   otherwise,  as  defined  in  the  loan  agreement,  including
maintaining a minimum  tangible  net worth, a minimum earnings before interest,
taxes, depreciation and amortization, coverage ratio and a total liabilities to
consolidated net worth ratio by both  Lynton  Jet as borrower and Lynton Group,
Inc. as guarantor.

THE MASSMUTUAL MORTGAGE NOTE

On June 22, 1994, Lynton Properties issued to Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") a $9,000,000, 6.69% mortgage note due January 3,
2006 (the "Mortgage Note") with varying scheduled monthly payments of principal
and interest. The Mortgage Note is collateralized  by  a Leasehold Mortgage and
Security Agreement and an Assignment of Leases and Rents,  each  dated June 22,
1994, on a lease between a certain tenant and Lynton Properties relating  to  a
hangar  and  office  facility  located  on  the  property  at  the  Jet Centre.
Massachusetts  Mutual  Life Insurance Company ("MassMutual") is an assignee  of
Connecticut Mutual under this loan.

In addition, the obligations  of  Lynton Properties under the Mortgage Note are
guaranteed by Lynton Jet pursuant to  a Guaranty Agreement dated June 22, 1994,
between  Lynton  Jet  and  Connecticut  Mutual  (the  "Jet  Centre  Guaranty").
Further, the obligations of Lynton Jet under  the  Jet  Centre  Guaranty, other
than  certain environmental and related obligations, are, and continue  to  be,
guaranteed  by Millennium America, pursuant to a Guaranty Agreement, dated June
22, 1994, between  Millennium  America  and Connecticut Mutual (the "Millennium
America Guaranty").  Further, Millennium  America  received  a  one-time fee of
$100,000,  in  1994, in connection with the issuance of the Millennium  America
Guaranty. MassMutual is the assignee of Connecticut Mutual.

At September 30,  1998  and  1997, the Company had $150,000 in interest-bearing
funds, accruing to the Company,  held  in escrow, as additional security to the
Mortgage Note.

BANK OF SCOTLAND LOAN

In connection with the Magec Acquisition,  Limited  entered  into  a facilities
agreement  with  Bank  of  Scotland Limited ("Bank of Scotland") which provided
bank financing in the principal  amount of 12,827,000 Pounds Sterling (equal to
approximately $21,344,000). The facility  consists  of term debt at an interest
rate of 2.25% above the Sterling LIBOR rate repayable  in  installments through
to September 30, 2002 and a term overdraft facility of 2,000,000 Pound Sterling
(equal  to  approximately  $3,328,000)  repayable in two equal installments  on
September 30, 2001 and September 30, 2002.  The mortgage of $211,000 was repaid
as  part  of  the financing arrangement. The  facilities  are  collaterized  on
certain aircraft  owned  by Magec and further collaterized by a floating charge
over the assets of all the  UK  subsidiaries. The facilities agreement requires
compliance,  by  Limited,  with certain  covenants,  financial  and  otherwise,
including maintaining a minimum  adjusted  net worth, a minimum senior interest
coverage ratio, a minimum senior debt service  cash  cover  ratio and a maximum
loan to value coverage ratio for the aircraft financing.

CONVERTIBLE DEBENTURES

<TABLE>
<CAPTION>
                                                    1998               1997
<S>                                            <C>                <C>
Senior  Subordinated  Convertible  Debentures
 with interest at 10%, payable in the  amount
 of 1/3  of the  aggregate  prinicpal  amount 
 prior to  December  31  of each of the years     $795,000           $795,000
 from 1996 to 1998.
8% Subordinated Convertible Debentures due
 December 31, 2007.                              6,021,499                  -
Additional 8% Subordinated Convertible
 Debentures due December 31, 2007.               4,623,000                  -
                                               $11,439,499           $795,000
</TABLE>

10% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES

In  December  1993,  the Company completed an off-shore placement of $2,500,000
principal amount of 10% Senior Subordinated Convertible Debentures due December
31, 1998 (the "Debentures").  The  Debentures  were originally convertible into
shares of the Company's Common Stock at the option  of  the  holder at any time
prior to maturity at a price of $3.75 per share.  Prior to December  31 of each
of the years from 1996 to 1998, inclusive, the Company has agreed to pay to the
trustee  for  the Debentures, as a sinking fund payment, cash in the amount  of
1/3 of the aggregate  principal  amount of the issued Debentures, provided that
Debentures converted or reacquired  or  redeemed by the Company may be used, at
the principal amount thereof, to reduce the amount of any sinking fund payment.
In  fiscal  1997,  the Company repurchased a  portion  of  its  Debentures  due
December 31, 1998 in  the  principal  amount  of  $100,000  for  cash  payments
totaling $50,000. The Company realized a gain on redemption of $47,000,  net of
related debt issuance costs, on these repurchases.  In fiscal 1996, the Company
repurchased  a  portion  of  its  Debentures in the amount of $540,000 for cash
payments  totaling $162,000. The Company  realized  a  gain  on  redemption  of
$287,000, net  of  related  debt  issuance  costs,  on  these  repurchases.  In
addition,  during  a  limited  period of time during fiscal 1997, the remaining
holders  of  the Debentures had been  given  the  opportunity  to  convert  the
Debentures into  shares of Common Stock of the Company at a conversion price of
$.33 per share.  Prior  to  completion  of  the  Debt Discharge Transaction and
refinancing of the Jet Centre facility described above,  there  were Debentures
in  the  principal  amount  of  $1,960,000  outstanding.   Two  holders of  the
Debentures, who are affiliates of the Company, issued their consent  to convert
the  Debentures  held  by  them  (in  the  principal amount of $1,065,000) into
3,227,273  shares  of  Common Stock (effective  at  September  30,  1996).  The
Debentures acquired in the  above transactions were applied against the sinking
fund obligations for December  31,  1996, 1997 and 1998.  At December 31, 1997,
the Company has satisfied its sinking  fund  requirement  and Debentures in the
principal amount of $795,000 remained outstanding.  In December  1998 an amount
of $795,000, plus remaining accrued interest, was paid to the trustee  for  the
Debentures,  such  funds  to  be  utilized  to  pay the remaining principal and
interest on the Debentures which matured on December 31, 1998.

8% SUBORDINATED CONVERTIBLE DEBENTURES

In connection with the acquisition of Magec, part  of  the  debt finance raised
were  8.0%  Subordinated Convertible Debentures due December 31,  2007  in  the
aggregate principal  amount  of  $5,816,000  (the "8.0% Debentures") issued and
sold to certain directors and principal stockholders  of  the  Company,  and/or
their affiliates, as well as other third parties.  The 8.0% Debentures will  be
convertible  into  shares  of  the  Company's Common Stock at the option of the
holder at any time prior to maturity  at  an  initial conversion price of $1.00
per  share (the "Conversion Price") once the Certificate  of  Incorporation  is
modified  to  increase  the  number  of  authorized shares of Common Stock (the
"Capitalization   Amendment").    In  addition,   the   8.0%   Debentures   are
automatically convertible into shares  of  the  Company's Common Stock upon the
date, if any, that the Company, or any successor,  completes a bona fide public
offering of its securities, and the shares of Common  Stock  of the Company, or
any  successor,  becomes  listed on the London Stock Exchange.  The  Conversion
Price will be subject to adjustment  upon  the  occurrence  of  certain events,
which include, among other things, the issuance of Common Stock or the issuance
of securities convertible into or exchangeable for shares of Common Stock (with
certain exceptions as set forth in the 8.0% Debentures) at less than  the  then
current  market  price of the Common Stock, in which event the Conversion Price
will be reduced (i)  proportionately by the difference between the then current
market price and the offering  price if such offering price is greater than the
then Conversion Price or (ii) to  equal  the  offering  price  if such offering
price  is  less than the then Conversion Price.  In addition, the  Company  may
from time to  time  reduce the Conversion Price by any amount for any period of
time if the period is  at  least  20  days  and if the reduction is irrevocable
during the period, provided that in no event  may  the Conversion Price be less
than  the  par  value  of a share of Common Stock.  The  8.0%  Debentures  bear
interest at the rate of  8.0%  per annum payable semi-annually on the first day
of June and December of each year  with  the  first such payment due on June 1,
1998, provided, however, that in lieu of paying  such  interest  in  cash,  the
Company  may,  at  its  option,  pay  interest  for  any  interest payment date
occurring before December 23, 1999 by adding the amount of such interest to the
outstanding  principal  amount  due thereunder (the "PIK Interest").   In  such
event,  any such PIK Interest when  so  added  shall  be  deemed  part  of  the
principal  indebtedness  for  the  purposes of determining amounts which may be
convertible into shares of Common Stock.  The Company has exercised this option
with respect to the interest payments  due June 1, 1998 and December 1, 1998 so
such PIK Interest resulting therefrom has  been added and is now deemed part of
the principal indebtedness for the purposes of determining amounts which may be
convertible into shares of Common Stock.

ADDITIONAL 8% SUBORDINATED CONVERTIBLE DEBENTURES

In connection with the acquisition of Air Hanson,  the  balance of the purchase
price  was  financed  through  the  issue  of  8.0%  Subordinated   Convertible
Debentures  (the  "Additional  8.0%  Debentures") due December 31, 2007 in  the
aggregate  principal  amount  of  $4,623,000   issued   and   sold  to  certain
institutional  investors.  The Additional 8.0% Debentures are convertible  into
shares of the Company's  Common  Stock  at the option of the holder at any time
following the Capitalization Amendment and  prior  to  maturity  at  conversion
ratios starting at $1.35 per share until June 30, 1999; $1.25 from July 1, 1999
to  July  31,  1999;  and  then decreasing monthly thereafter by $.05 per month
until December 1, 1999 whereupon the conversion ratio shall thereafter be $1.00
per share.  The conversion ratios provided above shall be subject to adjustment
upon the occurrence of certain  events  as  provided in the 8.0% Debentures and
the Additional 8.0% Debentures. In addition, the Additional 8.0% Debentures are
automatically convertible into shares of the  Company's  Common  Stock upon the
date, if any, that the Company, or any successor, completes a bona  fide public
offering of its securities, and  the shares of the Common Stock of the Company,
or  any  successor, become listed on The London Stock Exchange.  The Additional
8.0% Debentures  bear  interest  at  the  rate of 8.0% per annum, payable semi-
annually in arrears on the first day of June and December of each year with the
first such payment due on December 31, 1998.   However,  (i)  in  the event the
Company provides any  holder of the Additional 8.0% Debentures with a notice of
redemption  (which  as  provided  in the Additional 8.0% Debentures can  be  no
sooner  than  June 1, 2000) and such  redemption  is  rejected  by  the  holder
thereof, then and  in  such  event,  in lieu of paying interest in cash for any
interest payment date occurring thereafter,  or  (ii) if at any other time, and
at  least 30 days prior to any interest payment date,  a  holder  provides  the
Company  with  a  written  request  that  interest  due  to the holder for such
interest payment date be paid in the form of PIK Interest,  then,  the  Company
may,  at  its  sole  option,  with regard to the preceding clauses (i) or (ii),
whichever is applicable, pay PIK  Interest  for  any such interest payment date
whereupon  any such PIK Interest when so added shall  be  deemed  part  of  the
principal indebtedness  for  purposes  of  determining  amounts  which  may  be
convertible  into  shares  of  Common  Stock.   No  holder  has as of this date
requested PIK Interest in lieu of cash interest with regard to  the  Additional
8.0% Debentures.

7.  GEOGRAPHIC AREA AND INDUSTRY SEGMENT INFORMATION

Following  is a summary of the consolidated financial position at September 30,
1998 and 1997  and  consolidated  results  of  operations for each of the three
years  ended September 30, 1998, 1997 and 1996 of  the  Company's  wholly-owned
foreign   subsidiary,   Limited,   located  in  the  United  Kingdom,  and  its
subsidiaries.

The Company is principally engaged in  one industry segment, the performance of
aviation sales and services.  The Company  markets  it's services in the United
States, United Kingdom and other European countries.

Revenues from foreign subsidiaries represented 68%, 51% and 55% of consolidated
net revenues in 1998, 1997 and 1996, respectively, and were derived from
geographic regions as specified below:

<TABLE>
<CAPTION>
                                     Years ended September 30,
                                1998             1997              1996
<S>                       <C>              <C>              <C>
Net revenues:
United States               $14,975,869      $12,568,159       $10,192,128
United Kingdom and other
 European countries          31,950,161       13,016,943        12,594,198
                            $46,926,030      $25,585,102       $22,786,326

Income (loss) before income
 tax provision and extraordinary item:
United States                  $361,360         $527,535         $(273,537)
United Kingdom and other
 European countries               6,574          756,354           543,145
                               $367,934       $1,283,889          $269,608
</TABLE>

<TABLE>
<CAPTION>
                                            1998                  1997
<S>                                              <C>                   <C>
Total assets:
United States                               $22,951,400           $19,575,500
United Kingdom and other
 European countries                          42,131,510             6,647,748
                                            $65,082,910           $26,223,248
</TABLE>

THERE WERE NO DIVIDENDS FROM FOREIGN SUBSIDIARIES DURING 1998, 1997 OR 1996.

8.  COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company operates the Lynton Jet business out of the Company's hangar/office
facility of approximately 132,000 square feet, owned by the Company, located at
the  Morristown Municipal Airport, Morristown, New Jersey,  on  a  site  leased
pursuant  to  a ground lease with an initial term expiring on December 31, 2010
and with options  to  extend the term of the lease for five additional terms of
five years each.  The rental  payments  due under the lease are generally based
upon increases in the consumer price index through the year 2020 and based upon
fair  market  value  thereafter.  As  a  result  of  the Jet System acquisition
completed in February 1998, Lynton Jet also operates out of an additional hangar
/office  facility  of approximately 53,000 square feet, on a site persuant to a
ground lease with an initial term expiring on December 31, 1999.  Although there
can  be  no assurance, it is anticipated that during 1999 Lynton Jet will enter
into a new ground lease for a period of 25 years on this site.

The Company leases an additional facility  of  approximately 36,000 square feet
at the Morristown Municipal Airport, Morristown,  New  Jersey,  with an initial
term  that  expired on May 31, 1998, with an option to renew for an  additional
three years.   The  Company  exercised  its option to renew for such additional
three  years,  expiring  May  31,  2001.   Lynton   Maintenance   conducts  its
maintenance  operation  from  this  facility,  in  addition  to  the  providing
additional FBO facilities.

In  addition  to  the  above  facility  leases, the Company leases automobiles,
various office equipment and the helicopter  currently being flown for the U.S.
flight operations.

Minimum future obligations under operating leases in effect at September 30,
1998 are as follows:

<TABLE>
<CAPTION>
Year Ending September 30:
<S>                                                      <C>
1999                                                        $618,772
2000                                                         524,368
2001                                                         407,589
2002                                                         248,317
2003                                                         248,317
Thereafter                                                 1,259,104
Total minimum lease payments                              $3,306,467
</TABLE>

Rental expense for the years ended September 30, 1998, 1997 and 1996 was
approximately $738,000, $510,000 and $486,000, respectively.

CAPITAL LEASES

The Company leases 5 motor vehicles, which have been accounted for as capital
leases.  Following is a summary of property held under capital leases:

<TABLE>
<CAPTION>
                                               1998                   1997
<S>                                         <C>                    <C>
Motor vehicles                               $237,255               $185,489
Less: Accumulated depreciation                (79,010)               (25,897)
                                             $158,245               $159,592
</TABLE>

Aggregate future minimum lease payments under capital leases at September 30,
1998, by fiscal year, are as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
1999                                           $54,119
2000                                            44,962
2001                                             9,967
2002                                             1,467
Thereafter                                           -
Total minimum lease payments                   110,515
Less interest portion                          (16,146)
Present value of net minimum lease payments    $94,369
</TABLE>

HAZARDS AND INSURANCE

The  operation of helicopters and fixed wing aircraft  involves  a  substantial
level  of  risk.   Hazards  such as aircraft accidents, collisions and fire are
inherent in the providing of  aviation  services  and  may  result in losses of
life, equipment and revenues.

The  Company  maintains  insurance of types customary to the aviation  services
industry and in amounts deemed  adequate  by the Company to protect the Company
and  its  property.   These  policies  include  aircraft   liability,  aviation
spares/equipment,   all   risks,  hull,  products  liability,  hangar   keepers
liability, property and casualty,  automobile  and  workers' compensation.  The
Company has not experienced significant difficulty in  obtaining  insurance and
has  not  incurred  any  insured losses in excess of its property and liability
coverage.  While the Company  believes  that its insurance coverage is adequate
for its operations, there can be no assurance  that  such insurance coverage is
now, or will be, adequate to cover any claims to which  it  may  be  subject or
that  such  levels  of  insurance  may  be  obtained at comparable rates in the
future.

ENVIRONMENTAL MATTERS

The Company's operations are subject to numerous  laws and regulations designed
to protect the environment.  The Company believes that  it is in compliance, in
all  material  respects, with applicable environmental requirements.   Although
future environmental  obligations  are  not expected to have material impact on
the consolidated results of operations or  the  consolidated financial position
of the Company, there can be no assurance that future  developments,  including
increasingly  stringent  environmental  laws  or enforcement thereof, will  not
cause the Company to incur material environmental liabilities or costs.

GOVERNMENT REGULATION

The Company is subject to the jurisdiction of the  FAA in the United States and
the CAA in the United Kingdom related to its authorization  to operate aircraft
maintenance facilities and to operate as an air carrier.  No  assurance  can be
given that the authorizations mentioned above will be maintained in the future.
Management  believes that the loss of the above mentioned authorization in  the
United States would not have a material effect on the Company while the loss of
any of the United  Kingdom  authorizations  could have a material effect on the
Company.

LITIGATION

Dollar Air is a defendant in an action pending  in  the United Kingdom relating
to  certain actions taken by Dollar Air in connection  with  its  acting  as  a
broker  in  the sale of a certain helicopter.  In such action, the plaintiff is
seeking  damages   in   the  approximate  amount  of  170,000  Pounds  Sterling
(approximately $250,000).   Dollar  Air  has denied the allegations therein and
the  Company  has  defended  and  intends to continue  to  defend  this  matter
vigorously.  While the Company cannot  predict  the outcome of such litigation,
it does not expect, based upon advice of counsel, that damages, if any, will be
awarded to the full extent of the plaintiff's claim.

9.  INCOME TAXES

The Company and its wholly-owned United States subsidiaries file Federal income
tax  returns  on  a  consolidated  basis.  Limited and  its  subsidiaries  file
separate tax returns in the United Kingdom.

Deferred income taxes recorded in the  consolidated  balance sheet at September
30,  1998  and  1997  include  deferred tax assets, primarily  related  to  net
operating  loss  carryforwards, which  have  been  fully  offset  by  valuation
allowances.  The valuation  allowances  have been established equal to the full
amount of the deferred tax assets, as the  Company  is not assured at September
30, 1998 and 1997, that it is more likely than not that  these benefits will be
realized. Deferred tax liabilities resulted primarily from  different  book and
tax basis of fixed assets in the United Kingdom.

The Company's effective tax rate differs from the U.S. statutory rate (34%) due
to the following:

<TABLE>
<CAPTION>
                                               YEAR ENDED SEPTEMBER 30,
                                          1998           1997          1996
<S>                                   <C>            <C>            <C>
Expected provision at 34%               $125,098       $452,456       $91,667
Non-allowable foreign amortization       123,672              -             -
Foreign income taxes                           -              -       151,206
Benefit of operating losses (utilized):
Domestic                                 (33,412)      (102,339)      (91,667)
Foreign                                        -        (99,089)            -
Other                                     26,203        (12,635)            -
Total tax provision                     $241,561       $238,393      $151,206
</TABLE>

The  Company  has  unused  U.S.  Federal  net  operating  loss carryforwards at
September 30, 1998 of approximately $1,035,000 which expire  through  September
30,  2010.  As a result of the Jet Centre acquisition and the related  issuance
of the  Original Warrant to HM Holdings (see Note 2), and the conversion of the
Debentures into Common Stock (see Note 2), the utilization of the Company's net
operating  loss  carryforwards is substantially restricted under Section 382 of
the Internal Revenue  Code  of  1986  ("the  Code"), as amended, to a specified
maximum percentage (approximately 5.8%) of the fair market value of the Company
at  the  time  of  the  ownership  change.  For purposes  of  this  limitation,
management  has estimated that the value  of  the  Company  was  in  excess  of
$3,800,000 at the time of the ownership change.

10.  EMPLOYMENT AGREEMENT/STOCK OPTIONS

The Company has  an  employment  agreement  with  its  Chief  Executive Officer
extending  through  February,  2000  providing  for  a base salary of  $211,000
annually, which includes rent paid to a company which  is  wholly-owned  by the
Company's  Chief  Executive  Officer  for  office space in London rented by the
Company  (see Note 10).  The term of this agreement  may  be  extended  for  an
additional eighteen months under certain circumstances.

In August  1993, the Board of Directors adopted the 1993 Stock Option Plan (the
"1993 Plan")  for  employees, officers, consultants or directors of the Company
or its subsidiaries  to  purchase  up  to 250,000 shares of Common Stock of the
Company.  Options granted under the 1993  Plan  may  either be "incentive stock
options" as defined in Section 422 of the Code, or non-statutory  stock options
(options  which  fail  to  qualify  as incentive stock options).  Any incentive
stock options granted under the 1993 Plan shall be granted at no less than 100%
of the fair market value of the Common  Stock of the Company at the time of the
grant and have a term of between five and  ten  years.  The vesting periods for
the  options  vary under the 1993 Plan with a minimum  vesting  period  of  six
months.  As of  September  30,  1998, options to acquire 6,668 shares of Common
Stock have been granted under the  1993 Plan and 226,665 options were available
for  future  grant.   During  1998,  16,667  options  expired  prior  to  being
exercised.

In addition to options granted under the  Plan,  in  August  1997,  the Company
granted non-statutory stock options to certain officers and key employees for a
total of 704,000 shares, all of which are immediately exercisable at a price of
$0.50  per  share.   An  additional  950,000  non-statutory  stock options were
granted  in February 1998, 450,000 of which were immediately exercisable  at  a
price of $1.00  per  share.  The remaining 500,000 shares vest over three years
following the first year and are also exercisable at $1.00 per share.

The Company's stock option  plan  has  been accounted for under APB Opinion 25,
and  related  Interpretations.   No  compensation   cost  has  been  recognized
applicable to the plan.  Had compensation cost for the  plan  been  determined,
based  on  fair  value  of  the options at the grant dates consistent with  the
requirements of SFAS No. 123,  the  Company's net income and earnings per share
would have been the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,
                                       1998           1997            1996
<S>                <C>             <C>           <C>               <C>              <C>
Net income          As Reported     $126,373       $1,092,360        $405,810
                      Pro forma     $111,573       $1,092,360        $405,780

Basic earnings per share
                    As Reported        $0.02            $0.17           $0.21
                      Pro forma        $0.02            $0.17           $0.21

Diluted earnings per share
                    As Reported        $0.02            $0.17           $0.21
                      Pro forma        $0.02            $0.17           $0.21
</TABLE>

The fair value of each option is estimated  on  the  date  of  grant, using the
Black-Scholes   options-pricing  model,  with  the  following  weighted-average
assumptions used for grants in 1998 and 1997: expected volatility of 40%; risk-
free interest rates of 6.0%; and expected lives of 2  1/2  years.

Information with respect to the 1993 Plan and other options granted, under
similar provisions, to certain directors, officers and key employees of the
Company is summarized as follows:

<TABLE>
<CAPTION>
                             1998               1997               1996
<S>                   <C>      <C>        <C>     <C>        <C>     <C>   
                                 WEIGHTED          Weighted           Weighted
                                  AVERAGE           Average            Average
                                 EXERCISE          Exercise           Exercise
                        SHARES    PRICE    Shares    Price    Shares    Price
Outstanding at beginning
 of year               734,003    $0.53    63,340    $1.54    94,176    $2.34
Granted                950,000     1.00   704,000     0.50     5,001     0.25
Expired/cancelled      (23,555)    1.50   (33,337)    1.78   (35,837)    3.45
Exercised                 0.00        -      0.00        -      0.00        -
Outstanding at end
 of year             1,660,668    $0.79   734,003    $0.53    63,340    $1.54
Exercisable at end
 of year             1,160,668    $0.69   734,003    $0.53    43,340    $1.74

Weighted average fair
value of options granted
during the year                   $0.04              $0.00              $0.01
</TABLE>

The following information applies to options outstanding at September 30, 1998:

<TABLE>
<S>                                 <C>                              <C>
Range of exercise prices               3,334 shares                    $0.25
                                     704,000 shares                    $0.50
                                       3,334 shares                    $0.80
                                     950,000 shares                    $1.00
Weighted average exercise price                                        $0.69
Weighted average remaining contractual life                       4.13 years
</TABLE>

11.  RELATED PARTY TRANSACTIONS

The Company rents  office  space in London from a company which is wholly-owned
by the Company's Chief Executive  Officer.   For  the years ended September 30,
1998, 1997 and 1996, rental expense for this space  was  $56,000,  $51,000  and
$46,000 , respectively.

The  Company  paid  $25,000  in 1996 to a company owned by one of the Company's
directors for management and advisory services rendered.  No such payments were
made in fiscal 1997 or 1998.

12.  SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Non-cash investing and financing activities for the years ended September 30
are as follows:

<TABLE>
<S>                                                            <C>
1997
Reclassification of investment in jointly-owned
 company held for resale from long term assets to
 current assets (see Note 3)                                      $1,222,620

Purchase of helicopter, fully financed by G.E.
 Capital Corporation                                              $1,870,233

1996
Conversion of senior subordinated convertible
 debentures for common stock                                      $1,065,000

Cancellation of debt to HM Holdings, Inc.                         $6,605,923
Payment to HM Holdings, Inc. for cancellation of debt             (3,500,000)
Deferred revenue for future rental obligation                     (1,200,000)
Unamortized debt discount                                            (35,951)
Tax impact of transaction                                           (154,000)
Net credit to Additional Paid-In Capital from
 discharge of debt                                                $1,715,972
</TABLE>

Cash paid for interest and income taxes during the fiscal years were as
follows:

<TABLE>
<CAPTION>
                              1998                1997                1996
<S>                      <C>                 <C>                 <C>
Interest                   $1,672,284          $1,085,016          $1,509,512
Income taxes                 $337,052             $23,643                   -
</TABLE>

13.  PREPAYMENTS, OTHER DEBTORS AND ACCRUED EXPENSES

As of September 30, 1998 and 1997, accrued expenses are summarized as follows:

<TABLE>
<CAPTION>
                                              1998                    1997
<S>                                       <C>                     <C>
Accrued purchases                           $591,319                $182,863
Aircraft maintenance reserves                378,698                 327,465
Payroll and payroll taxes                    650,569                 182,047
Interest                                     503,364                  86,222
Sales, excise and V.A.T. taxes               221,881                  99,714
Professional fees                            183,148                 116,719
Aircraft management and charter costs        485,688                  45,959
Site cleanup cost                             40,000                  40,000
Costs re Romanian aircraft                   220,109                       -
Air Hanson restructuring cost                415,750                       -
Unrealized exchange gain on debentures        83,552                       -
Other                                        655,557                 134,758
                                          $4,429,635              $1,215,747
</TABLE>

As of September 30, 1998 and 1997, prepayments and other debtors are summarized
as follows:

<TABLE>
<CAPTION>
                                              1998                    1997
<S>                                        <C>                     <C>
Prepayments                                  $737,497                $186,532
Other debtors                                 798,673                  27,592
                                           $1,536,170                $214,124
</TABLE>

14.  EMPLOYEE BENEFIT PLANS

The Company has a voluntary savings  plan  covering  substantially  all  of its
domestic  employees.   The  plan qualifies under Section 401(k) of the Internal
Revenue Code.  Eligible employees  may  elect  to contribute up to 15% of their
salaries  to  an  investment trust.  Effective October  1,  1990,  the  Company
contributes an amount  equal to 100% of the first 4% of employee contributions.
Contributions related to this plan were $46,000, $44,000 and $47,000 for fiscal
1998, 1997 and 1996, respectively.

The Company also has a voluntary  savings  plan  covering eligible employees of
its  subsidiaries  in  the United Kingdom.  Eligible  employees  may  elect  to
contribute up to 17.5% of  their  salaries to an investment trust.  The Company
contributes an amount equal to 100%  of the first 4% of employee contributions.
Contributions  related to this plan were  approximately  $66,000,  $51,000  and
$47,000 for fiscal 1998, 1997 and 1996, respectively.

15. RENTAL INCOME

The Company's FBO  facility,  through  Lynton Jet and Lynton Properties, at the
Morristown Municipal Airport, Morristown,  New Jersey, has 13 tenants with non-
cancelable operating leases with terms remaining  ranging  from  one  to eleven
years.  The loss of either of the largest two tenants (with leases which expire
in  February  2006  and  June  1999  for the largest and second largest tenant,
respectively) could have a material effect on the Company.

The Company's additional FBO facility,  through  Ramapo,  also  located  at the
Morristown Municipal Airport, Morristown, New Jersey, has 13 tenants of which 5
have  non-cancelable  operating  leases  with  one year remaining on three-year
terms.  The remaining tenants rent on a month to month basis.

The following is a schedule, by fiscal year, of  minimum  future  rental income
under noncancellable tenant operating leases as of September 30, 1998:

<TABLE>
<S>                                                <C>
1999                                                 $3,028,015
2000                                                  1,954,061
2001                                                  1,823,934
2002                                                  1,385,610
2003                                                  1,385,610
Thereafter                                            1,732,013
Total minimum future rentals                        $11,309,243
</TABLE>

The above schedule includes deferred annual revenues from Hanson North  America
and Millennium Holdings, through 2001, pursuant to the lease agreement.


<PAGE>

                  Report of Independent Auditors on Schedule


Lynton Group, Inc.

In connection with our audit of the consolidated financial statements of Lynton
Group, Inc. and subsidiaries as of September 30, 1998, we have also audited the
consolidated Schedule II-Valuation and Qualifying Accounts included in this
Annual Report (Form l0-K).

In our opinion, the consolidated schedule referred to above presents fairly, in
all material respects, the information required to be stated therein.

/s/ Grant Thornton


London, England
December 18, 1998





                                        F-28

<PAGE>


              Report of Independent Certified Public Accountants


Lynton Group, Inc.

In connection with our audits of the consolidated financial statements of
Lynton Group, Inc. and subsidiaries as of September 30, 1997 and 1996, we have
also audited the consolidated Schedule II-Valuation and Qualifying Accounts
included in this Annual Report (Form l0-K).

In our opinion, the consolidated schedule referred to above presents fairly, in
all material respects, the information required to be stated therein.

/s/ Grant Thornton LLP


New York, New York
January 13, 1998





                                        F-29

<PAGE>



                      Lynton Group, Inc. and Subsidiaries

                 Schedule II-Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                                 Balance at                          Balance at
                                 Beginning                           End of
                                 of Period  Additions   Deductions    Period
<S>                            <C>         <C>          <C>         <C>
Year ended September 30, 1998:
Allowance for doubtful accounts  $22,196    $57,499 (1)  ($2,726)     $76,969
Year ended September 30, 1997:
Allowance for doubtful accounts  $21,465       $731 (2)        -      $22,196
Year ended September 30, 1996:
Allowance for doubtful accounts  $21,80           -        $(343)(1)  $21,465
</TABLE>


(1) Includes $1,201 which represents effect of exchange rate differences;
and 4,321 Pounds Sterling acquired from Magec.
(2) Represents effect of exchange rate differences.

In  addition,  during fiscal 1996, the Company wrote off approximately $191,000
due from an entity  controlled  by the President and Chief Executive Officer of
the Company.


                                        F-30

<PAGE>